IBSA Non-Compete Sample Clauses

IBSA Non-Compete. Article VII.6 is hereby deleted in its entirety and replaced with the following: “IBSA will not (and will ensure that its AFFILIATES do not) develop or actively promote in the TERRITORY (or license or otherwise permit any third party to promote in the TERRITORY), either directly or indirectly, any intra-articular hyaluronan injection with any of the following characteristics (each, a “Competitive Condition”): (a) the same quali-quantitative formulation as the following products containing (i) [***] (ii) [***] and (iii) [***]; (b) [***]; or (c) [***]. In the event IBSA or its AFFILIATES either directly or indirectly register, market or distribute an intra-articular hyaluronan injection that does not meet any of the Competitive Conditions (each, a “New Product”) that is assigned the same HCPCS “J” code as the PRODUCT by the U.S. Center for Medicare and Medicaid Services (“CMS”) or other similar federal government reimbursement code within the TERRITORY: (a) IBSA shall provide BIOVENTUS written notice of such reimbursement decision within [***] days after such decision, (b) the MINIMUM PURCHASE REQUIREMENTS for the MARKETING YEAR when such determination is made and all subsequent MARKETING YEARS shall be reduced to [***], and (c) IBSA shall pay BIOVENTUS a [***] royalty equal to [***] of the net price (“IBSA NET PRICE”) of the New Product (determined in the same manner as the NET SELLING PRICE using IBSA’s sales of New Product) for the [***] after such determination is made and all [***] (“Royalty Payment”). IBSA shall pay BIOVENTUS the Royalty Payment [***] within [***] days after the end of the applicable [***]. Such Royalty Payment will be made as long as the Gel-Syn Exclusive License, Supply and Distribution Agreement is in force. In the event IBSA or its AFFILIATES decide not to directly market and distribute any New Product and plan to license or otherwise permit any third party to promote in the TERRITORY, IBSA shall first offer BIOVENTUS the exclusive right to actively promote such New Product in the TERRITORY at least [***] days before the proposed initial sale of such New Product. If BIOVENTUS responds with a request to negotiate within [***] days after receipt of such notice (“Negotiation Notice”), IBSA and BIOVENTUS shall negotiate the terms of such exclusive rights to the New Product in good faith during the [***] days following IBSA’s receipt of the Negotiation Notice (“Negotiation Period”). IBSA and its AFFILIATES shall not offer or license any...
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Related to IBSA Non-Compete

  • Non-Compete During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.

  • Non-Compete/Non-Solicit Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.

  • Non-Solicitation/Non-Compete Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly:

  • Non-Solicitation; Non-Competition (a) Executive agrees that, during the Term and until nine (9) months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the nine (9) months prior to the termination of Executive’s employment, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities.

  • Non-Competition; Non-Solicitation; Non-Disparagement Arrow and its Affiliates are engaged in the businesses of banking, lending, trust operations and providing financial, property, casualty and health insurance and investment adviser services and products (collectively, the “Business”). As a senior executive, Executive provides services that are unique, special and/or extraordinary to the Business in which Arrow and its Affiliates engage, and have access to and will learn of trade secrets of Arrow and its Affiliates and confidential information pertaining to their customers. The provisions of Paragraphs 9 and 10 are agreed by the parties to be reasonable and necessary to protect the goodwill of Arrow’s and its Affiliates’ Business, the good will of special/long-term customer relationships, Arrow’s and its Affiliates’ confidential information and trade secrets (including but not limited to information concerning their customers, marketing studies, marketing strategies, acquisition plans, costs, personnel and financial performance) and confidential customer information and to protect against unfair competition by an employee whose services are special, unique and/or extraordinary to the Business of Arrow and its Affiliates and their long-term success. Accordingly, the Executive agrees as follows:

  • Confidentiality, Non-Solicitation and Non-Compete The Participant agrees to, understands and acknowledges the following:

  • Non-Competition Period The "non-competition period" shall begin on January 1, 2011 and shall end twelve (12) months after the Employee’s termination of employment; provided, however, that the “non-competition period” shall end on the date Employee’s employment ends in the event of Employee’s termination for “good reason” (as defined in paragraph 6(d)), or Employee’s termination without “cause” (as defined in paragraph 3(d)).

  • Non-Compete, Non-Solicitation Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or officers of the Company is subject to a noncompetition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Noncompete, Nonsolicitation (a) The Executive agrees that, during the time he is employed by the Company or any of its Subsidiaries and during any applicable Post-Termination Period (as herein defined) (the “Noncompete Period”), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or any of its Subsidiaries as such businesses (the “Businesses”) exist during the Executive’s employment by the Company, within the United States or any other geographical area in which the Company or any of its Subsidiaries engages or plans to engage in the Businesses (the “Geographical Area”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, “

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