Common use of Limited Exclusivity Clause in Contracts

Limited Exclusivity. The foregoing license granted by Asthmatx to Broncus under Section 2.2(a) above will be exclusive to Broncus, but only to the following limited extent: (i) so long as the license granted to Broncus under Section 2.2(a) remains in effect, Asthmatx will not itself exercise or practice within the Broncus Field any of the rights with respect to Asthmatx Existing IP that Asthmatx has granted to Broncus under Section 2.2(a); and (ii) so long as the license granted to Asthmatx under Section 2.2(a) remains in effect, Asthmatx will not license any third party to any of the rights with respect to Asthmatx Existing IP or Asthmatx Future IP within the Broncus Field that Asthmatx has granted to Broncus under Section 2.2(a). However, it is expressly acknowledged and agreed that nothing shall restrict or prevent Asthmatx from transferring or assigning any and all of its right, title and interest in and to this Agreement, any and all Asthmatx Existing IP, Asthmatx Future IP or any other assets pursuant to, or in connection with (a) any merger or consolidation to which Asthmatx is a party or is a constituent corporation or (b) any sale or other disposition of all or substantially all of Asthmatx’s assets, in either case so long as the survivor of such merger or consolidation or such acquiror or successor (as applicable) agrees, in a writing signed by such acquiror or successor, to be bound by, and to comply with, all Asthmatx’s obligations under this Agreement and to assume all Asthmatx’s liabilities and obligations under this Agreement.

Limited Exclusivity. The foregoing license granted by Broncus to Asthmatx to Broncus under Section 2.2(a2.1(a) above will be exclusive to BroncusAsthmatx, but only to the following limited extent: (i) so long as the license granted to Broncus Asthmatx under Section 2.2(a2.1(a) remains in effect, Asthmatx Broncus will not itself exercise or practice within the Broncus Asthmatx Field any of the rights with respect to Asthmatx Broncus Existing IP that Asthmatx Broncus has granted to Broncus Asthmatx under Section 2.2(a2.1(a); and (ii) so long as the license granted to Asthmatx under Section 2.2(a2.1(a) remains in effect, Asthmatx Broncus will not license any third party to any of the rights with respect to Asthmatx Broncus Existing IP or Asthmatx Broncus Future IP within the Broncus Asthmatx Field that Asthmatx Broncus has granted to Broncus Asthmatx under Section 2.2(a2.1(a). However, it is expressly acknowledged and agreed that nothing shall restrict or prevent Asthmatx Broncus from transferring or assigning any and all of its right, title and interest in and to this Agreement, any and all Asthmatx Broncus Existing IP, Asthmatx Broncus Future IP or any other assets pursuant to, or in connection with (a) any merger or consolidation to which Asthmatx Broncus is a party or is a constituent corporation or (b) any sale or other disposition of all or substantially all of Asthmatx’s Broncus’ assets, in either case so long as the survivor of such merger or consolidation or such acquiror or successor (as applicable) agrees, in a writing signed by such acquiror or successor, to be bound by, and to comply with, all Asthmatx’s Broncus’ obligations under this Agreement and to assume all Asthmatx’s Broncus’ liabilities and obligations under this Agreement.