Limitations on Exclusivity. Notwithstanding any provision of this Agreement to the contrary, the grants from Primus to Distributor contained in Section 2.1 and this Section 2.2 shall not be deemed to prohibit:
(i) the sub-licensing of the Software to an end user located within the Territory by a Person located outside the Territory, provided that: (a) such Person is authorized by Primus to license Software to its own Affiliates, and the End User located in the Territory is an Affiliate of such Person, (b) such Person is offering Software in combination with other products on an OEM or VAR basis as an authorized distributor of Primus, or (c) the end user is a Web Access Customer;
(ii) an End User's providing a Person located outside the Territory with access to the server portions of the Software, provided that: (a) the server on which the server portions of the Software are installed is under the custody and control of the End User, and (b) such Person is either (x) an Affiliate of the End User and is bound by the terms of the End User's License Agreement, or (y) is a Web Access Customer of the End User;
(iii) the promotion and marketing of the Software via the Internet and on the World Wide Web by Primus or any licensor, licensee or sub-licensee of Primus.
Limitations on Exclusivity. Except as provided below, the license of Licensed Technology granted under paragraph 2.1 shall be exclusive in the Territory to the extent that the Licensed Technology can be used only in relation to the manufacture, use and sale of Products.
(i) The license shall be non-exclusive to the extent that rights granted to Lanxide K.K. under the Lanxide K.K. License in the future are non-exclusive.
(ii) The license shall be non-exclusive to the extent required by Government Regulations.
(iii) The license shall be subject to the rights, now or in the future, of authorized users of the Licensed Technology outside the Territory to import into the Territory Products which are incorporated in Systems assembled outside the Territory and which Systems are then imported into the Territory.
(iv) The licenses shall be subject to the rights, now or in the future, of authorized users of the Licensed Technology outside the Territory to import into the Territory Products for repair of Systems assembled outside the Territory and previously imported into the Territory.
Limitations on Exclusivity. As a matter of clarification, the exclusivity provisions of Section 2.1 do not apply to: (i) existing or future CSW wholly owned or franchised CSW retail storefronts (for clarification purposes, retail storefronts do not include stores within stores); (ii) CSW wholly owned catalog sales distribution channels; (iii) existing or future CSW wholly owned and operated Internet sites; PROVIDED, HOWEVER, CSW cannot distribute to users accessing CSW s Internet site via any third party Internet site; (iv) CSW s current obligations under the agreement in effect as of the Effective Date with IBM (the "IBM AGREEMENT"), with respect to the Model 25 IBM Aptiva subwoofer product; and (v)
Limitations on Exclusivity. In the event Licensee materially breaches or fails to perform any provisions of this Agreement, including without limitation a material breach of any of the payment and royalty provisions, and such material breach or failure continues for a period of thirty (30) days after written notice thereof is provided by Licensor, then, in addition to all other rights and remedies under this Agreement and otherwise available at law, Licensor shall have the right, at its option, to declare the license granted in Section 2.1 to be nonexclusive whereupon such license shall be nonexclusive. In such event, and without limiting any other Licensor rights and remedies, Licensor shall have the right to grant to any person(s) or entity(ies) the right and license to make, have made, use, offer for sale and sell the Product in the Territory, and to do the foregoing itself. If there occurs any other or additional material breach or failure of Licensee to perform its duties under this Agreement within twelve (12) months after the date of the initial material breach or failure to perform (excluding any cure period) or at any time thereafter if the initial material breach or failure to perform remains uncured, all rights granted to Licensee by Licensor under this Agreement (including without limitation all Patent Rights and Product and Licensed Technology rights) shall terminate, become null and void, and shall revert in their entirety to Licensor.
Limitations on Exclusivity. The licenses granted under Sections 4.1.1.1, 4.1.1.2 and 4.1.1.3 are subject to the following limitations:
(a) [****]. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
(b) U.S. Government Rights. The U.S. federal government retains rights in the Licensed Patent Rights pursuant to 35 USC §§ 200-212, 37 CFR § 401 et seq. and applicable governmental implementing regulations, and any right granted in this Agreement greater than that permitted under 35 USC §§ 200-212 or 37 CFR § 401 et seq. shall be subject to modification as may be required to conform to the provisions of those statutes.
(c) [****].
(i) [****].
(ii) [****].
(iii) [****].
(iv) [****].
(v) [****].
Limitations on Exclusivity. In the event Licensee is unwilling or unable to meet the minimum payment requirements imposed by Section 3, Licensor shall have the additional right, upon ten (10) days’ written notice to the Licensee, to consider the license non-Exclusive and available for other licensees who compete in the dairy functional beverage product category.
Limitations on Exclusivity. (a) As used in Sections 4.1 and 4.2, a license that is “exclusive except as to” the granting Party means that the Party granting the license shall not grant any other entity (other than its Affiliates) any license under such intellectual property rights with the right to practice within the licensed field, but that otherwise such Party retains all its rights of ownership in such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. licensed rights, including without limitation the right to practice such property rights, subject only to the license granted.
(b) With respect to the Onyx Patents and Onyx Know-How that Onyx Controls pursuant to that certain Technology Transfer Agreement between Onyx and Chiron Corporation dated April 24, 1992, as amended (the “Chiron Agreement”), the exclusive licenses granted to Miles and its Affiliates by Onyx under such Onyx rights pursuant to this Article 4 shall be exclusive or co-exclusive only to the extent Onyx holds exclusive or co-exclusive rights under the Chiron Agreement.
Limitations on Exclusivity. (A) [XXX]
(B) [XXX] [Confidential treatment requested for redacted portions of document]
(C) [XXX]
Limitations on Exclusivity. (A) THE AMERICA ONLINE AGREEMENT. Straight Arrow has entered into an agreement with America Online, Inc. ("AOL"), dated as of January 1, 1997 (the "AOL Agreement"), whereby AOL has been granted a license to use certain Straight Arrow Content. Pursuant to the AOL Agreement and any renewals, extensions or re-negotiations thereof, AOL may place Competitive Marketing on the same page as or in conjunction with the Straight Arrow Content, provided such Competitive Marketing remains within the AOL proprietary online service. Straight Arrow reserves the right to enter into a new agreement with AOL for AOL to place Straight Arrow Content on the AOL Site (which is accessible by the general public); provided, as part of such new agreement, neither Jam nor Straight Arrow shall grant AOL the right to make the Straight Arrow Content accessible on the same page as or in conjunction with Competitive Marketing to any user on the Internet, the World Wide Web or any other online service; provided, however, AOL may place a button or link that contains a de minimis amount of Straight Arrow Content on the same page as or in conjunction with Competitive Marketing and which may point to the Rolling Stone area on the AOL proprietary online service or to a RSN Site. Subject to Straight Arrow's compliance with the terms of this Agreement and provided Straight Arrow's performance under the AOL Agreement and any renewals, extensions or new agreements with AOL conform to the statements in this Section 2(b)(ii)(A), Straight Arrow shall not be in breach of this Agreement.
Limitations on Exclusivity. (A) This terms of Section 3(a) shall not apply to:
(1) Jam when it is involved in any manner (including, without limitation, sponsoring, promoting, broadcasting or producing) in any activities other than online services, including, without limitation, television or radio broadcasts, pay per view concerts or live performances, provided any online sales of recorded music by Jam or through the RSN Sites associated with such events is through CDnow, and any advertising or promotion by Jam on the RSN Sites of the sale of recorded music associated with such events shall point solely to a Co-branded Page; (2) Straight Arrow when it is involved in any manner (including, without limitation, sponsoring, promoting, broadcasting or producing) in any activities other than online services, including, without limitation, television or radio broadcasts, pay per view concerts or live performances, provided any online sales of recorded music through the RSN Sites associated with such events is through CDnow, and any advertising or promotion by Straight Arrow or through the RSN Sites of the sale of recorded music associated with such events shall point solely to a Co-branded Page; (3) Jam when it conducts the sale, advertising, promotion or distribution of its or RSN's connected or enhanced CDs, provided any online sale of recorded music associated with such connected or enhanced CDs is solely through CDnow, and any advertising or promotion by JAM of recorded music associated with such events shall point solely to a Co-branded Page; or (4) Jam or Straight Arrow when they (collectively or individually) digitally deliver individual songs, albums or compilations performed by artists or bands that are captured or recorded by Jam, Straight Arrow or RSN at or in connection with its Webcasts, Virtual Venue, or Virtual Tour activities; provided, when CDnow has the capability to make such digital delivery, any online sales of the same shall be solely through CDnow, and any advertising or promotion by Jam or Straight Arrow of recorded music associated with such events shall point solely to a Co-branded Page.
(B) CDnow acknowledges that in the event Jam acquires or merges with another Entity (excluding a natural person) that has a pre-existing relationship with a Music Seller other than CDnow, the fulfillment by Jam of any agreement with such other Music Seller shall not be deemed a breach of this Agreement; provided, Jam shall not (1) renew or extend the term of such agreement, withou...
