Loss of Exclusivity Sample Clauses

Loss of Exclusivity. 9.1 In the event Development pursuant to 3.1.9 shall not have commenced by the required date the rights and license granted pursuant to Section 2 shall be nonexclusive from that date forward.

Loss of Exclusivity. (i) Distributor shall not import or sell a bare metal stent or a drug-eluting stent product for coronary use from another manufacturer or supplier in the Territory. In the event Supplier provides a BMS or DES for peripheral use to Distributor, then Distributor shall not import or sell a bare metal stent or a drug-eluting stent product for peripheral use from another manufacturer or supplier in the Territory. In the event Distributor imports or sells a bare metal stent or a drug-eluting stent product for coronary use or peripheral use, if applicable, from another manufacturer or supplier in the Territory, then, notwithstanding Section 2(a), Supplier shall have the right, in its sole discretion and in addition to any other remedies available to Supplier, to convert this Agreement with respect to BMS (in the case of a competing bare metal stent product), or DES (in the case of a competing drug-eluting stent product) to co-exclusive in the Territory (i.e., Supplier could sell in the Territory directly, or through one other distributor) by written notice to Distributor. (ii) In the event Supplier so elects to convert this Agreement to co-exclusive, the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor will transfer all import, regulatory, and reimbursement registrations and approvals relating to BMS or DES in the Territory to Supplier provided that Supplier shall provide Distributor with all necessary licenses and permits for Distributor to distribute BMS or DES in the Territory in accordance with the terms of this Agreement.

Loss of Exclusivity. If CYTOGEN only purchases between [**]% and [**]% of the Minimum Purchase Commitment as specified in Section 4.2 of this Agreement in any given year, MATRITECH shall, as its sole and exclusive remedy, have the right to, in its sole discretion and upon written notice to CYTOGEN, renegotiate the terms of the Agreement with CYTOGEN; provided, both parties must agree to such renegotiated terms in writing or convert CYTOGEN's Marketing Rights (as defined below) to non-exclusive for the Product within the Field in the Territory. In the event MATRITECH converts CYTOGEN's Marketing Rights to non-exclusive for the Field, it must first offer Cytogen similar deal terms if it intends to offer said Marketing Rights to another person or entity. Failure by CYTOGEN to purchase at least [**]% of the Minimum Purchase Commitment of Product as specified in Section 4.2 of this Agreement in any given year shall result, after prior written notice to CYTOGEN and at MATRITECH's option as MATRITECH's sole and exclusive remedy, in a) the termination of the Agreement as provided in Section 8.2(b); provided, however, if MATRITECH terminates this Agreement under such circumstances, CYTOGEN's sole liability to MATRITECH is listed in Section 8.3 and 8.4 (with CYTOGEN having no liability for breach of CYTOGEN's Minimum Purchase Commitment under this Agreement), b) a loss of the exclusivity granted under this Agreement, or c) may attempt to negotiate new terms of the Agreement with CYTOGEN that may or may not include a loss of exclusivity. In the event of a loss of exclusivity under this section, CYTOGEN shall no longer have a Minimum Purchase Commitment for that year and for subsequent years, if any, as set forth in Section 4.2. If during the Term of this Agreement, CYTOGEN purchases in excess of [**]% of the Minimum Purchase Commitment, CYTOGEN shall be deemed in conformance with Section 4.2(a) and shall retain its exclusivity for such particular period.

Loss of Exclusivity. (i) Distributor shall not import or sell a drug-eluting stent product for coronary use from another manufacturer or supplier in the Territory. In the event Supplier provides a DES for peripheral use to Distributor, then Distributor shall not import or sell a drug-eluting stent product for peripheral use from another manufacturer or supplier in the Territory. In the event Distributor imports or sells a drug-eluting stent product for coronary use or peripheral use, if applicable, from another manufacturer or supplier in the Territory, then, notwithstanding Section 2(a), Supplier shall have the right, in its sole discretion and in addition to any other remedies available to Supplier, to convert this Agreement with respect to DES to co-exclusive in the Territory (i.e., Supplier could sell in the Territory directly, or through one other distributor) by written notice to Distributor. (ii) In the event Supplier so elects to convert this Agreement to co-exclusive, the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor will transfer all import, regulatory, and reimbursement registrations and approvals relating to DES in the Territory to Supplier provided that Supplier shall provide Distributor with all necessary licenses and permits for Distributor to distribute DES in the Territory in accordance with the terms of this Agreement.

Loss of Exclusivity. A. The parties agree that the exclusivity granted in Section 1 of this Agreement shall become non-exclusive and the restrictions and limitations on Starwood and its Affiliates in Section 2.2A of this Agreement shall cease upon the last to occur of the following events in connection with clauses (i) through (vi) below, as applicable: (x) the calculations required to determine the amounts as set forth in any of clauses (i) through (vi) below are completed, as applicable, (y) any dispute in connection with the results of such calculations is resolved, and (z) an installment of the applicable Exclusivity Continuation Fee has become due and payable and Vistana has failed to make the required payment thereof before the end of the applicable cure period (each of clauses (i) through (vi) below being an “Exclusivity Test”): (i) If the aggregate Gross Sales Price for sales of Licensed Vacation Ownership Interests and Licensed Unbranded Vacation Ownership Interests, during the period commencing on January 1, 2021 and ending on December 31, 2040 and calculated by Vistana by no later than February 28, 2041 is less than six billion dollars ($6,000,000,000); (ii) If the aggregate Gross Sales Price for sales of Licensed Vacation Ownership Interests and Licensed Unbranded Vacation Ownership Interests, during the prior twenty (20) year period ending on December 31, 2060 and calculated by Vistana by no later than February 28, 2061 is less than six billion dollars ($6,000,000,000), as adjusted annually after the Effective Date by the GDP Deflator; (iii) If the aggregate Gross Sales Price for sales of Licensed Vacation Ownership Interests and Licensed Unbranded Vacation Ownership Interests during the prior twenty (20) year period ending on December 31, 2080 and calculated by Vistana by no later than February 28, 2081 is less than six billion dollars ($6,000,000,000), as adjusted annually after the Effective Date by the GDP Deflator; (iv) In the event Vistana obtains the first Extension Term in accordance with Section 4.2, if the aggregate Gross Sales Price for sales of Licensed Vacation Ownership Interests and Licensed Unbranded Vacation Ownership Interests during the prior twenty (20) year period ending on December 31, 2100 and calculated by Vistana by no later than February 28, 2101 is less than six billion dollars ($6,000,000,000), as adjusted annually after the Effective Date by the GDP Deflator; (v) In the event Vistana obtains the first Extension Term in accordance with ...

Loss of Exclusivity. (1) In the event of a Loss of Exclusivity with respect to a particular Milestone Product (each, an “XXX Milestone Product”) in a particular country in which such XXX Milestone Product is marketed or sold (such country, an “XXX Country”), any Initial Sales-Based Payment and/or Sales-Based Payment allocable to such XXX Milestone Product (and only such XXX Milestone Product) sold in such XXX Country (and only such XXX Country) shall be reduced by Fifty Percent (50%) of the amounts otherwise payable under Section 3.2(b)(i) and Section 3.2(b)(ii), effective as of the first date of the month following the date of such Loss of Exclusivity for such XXX Milestone Product in such XXX Country. For the avoidance of doubt, with respect to any instance of Loss of Exclusivity for a particular XXX Milestone Product in a particular XXX Country, there shall be no reduction in any Initial Sales-Based Payments and/or Sales-Based Payments for any other Milestone Products in such XXX Country nor shall there be any reduction in any Initial Sales-Based Payments and/or Sales-Based Payments for such XXX Milestone Product in any country other than the applicable XXX Country. (2) Notwithstanding anything to the contrary set forth in Section 3.2(b)(ii), for purposes of Section 3.2(b)(ii), the Net Sales of any given Milestone Product in any given country from and after the date that is the later of (x) the last day of the month that includes the date that is eight (8) years from the Closing Date and (y) the date that is the last day of the month that includes the first date on which such Milestone Product has suffered a Loss of Exclusivity in such country, shall be deemed to be reduced to zero (0), and for the avoidance of doubt, no further Initial Sales-Based Payments or Sales-Based Payments will be due on the sales of such Milestone Product in such country as of such date.

Loss of Exclusivity. In the event any federal agency exercises march-in-rights as to any Licensed Product contemplated hereunder, Alcon shall be afforded most favored licensee status with respect to any licenses granted in the exercise of such march-in-rights, and shall be entitled to adopt the terms of any such license deemed by Alcon to be more favorable to Alcon, and/or any lower royalty rates; provided, however, that such march-in by any federal agency was not enabled by Alcon's failure to achieve practical application of a Licensed Product as defined in 35 U.S.

Loss of Exclusivity. In the event that LICENSEE has not generated Five Million Dollars ($5,000,000) of aggregate Net Revenue within five (5) years of the Effective Date of this Agreement, LICENSOR in its sole discretion may upon ninety (90) days written notice to Licensee, revoke LICENSEE’s exclusivity under one or more of Licenses B, C, D, E, and F, as identified in Section 1.12 and make LICENSEE’s rights non-exclusive with respect to the specified license(s). Notwithstanding the foregoing, LICENSOR agrees that to the extent LICENSEE has commercially launched any Licensed Products prior to the time that LICENSOR attempts to revoke LICENSEE’s exclusivity under a specified license, LICENSEE shall retain exclusive rights to such Licensed Products that have already had a First Commercial Use for the remainder of the Commercial Term (as defined in Section 4.2 below) for such Licensed Product.

Loss of Exclusivity. (a) From and after the last Payment Date for a Product Year in which BLP fails to sell the Exclusivity Quantity for a particular Drug Product within a particular Major * Confidential information is omitted and filed separately with the SEC. European Market, Other Major Market or Region, and to pay the relevant Exclusivity Amount, Pharmos shall be entitled at any time thereafter, subject to delivery of a written notice delivered to BLP no later than sixty (60) days following the last Payment Date for a Product Year in question, to grant to any third party or parties the right to market such Drug Product in the subject Major European Market, Other Major Market or Region on a non-exclusive basis, and the marketing and sale rights granted to BLP under this Agreement with respect to such Drug Product within such Major European Market, Other Major Market or Region, as the case may be, shall become and thereafter remain non- exclusive. (b) Notwithstanding subsection (a) above, if the Exclusivity Quantity for a particular Drug Product is achieved for a Region within the Exclusivity Amount Territories, but not for one or more of the Major European Markets or Other Major Markets within such Region, BLP shall retain its exclusive rights with respect to all countries within such Region, and shall have no obligation to pay an Exclusivity Amount for the Major European Market or Other Major Market within such Region for which the Exclusivity Quantity was not met. In addition, notwithstanding Section 2.1(d) to the contrary, if the Exclusivity Quantity is met for a particular Major European Market or Other Major Market, and the Exclusivity Quantity for the Region in which such Major European Market or Other Major Market is included is not met following two (2) full Product Years after approval of an NDA for such Drug Product in such Region, then the rights to all countries within such Region (other than the Major European Market or Other Major Market within such Region for which the Exclusivity Quantity has been met) shall become non-exclusive following delivery of a written notice to BLP by Pharmos no later than 60 days following the last day of such second full Product Year, and Pharmos shall have the right specified in the first sentence of this Section 2.2 with respect to all countries such Region, provided, however, that -------- during the first two (2) full Product Years after approval of an NDA for such Drug Product in such Region, BLP shall maintain its exclusive ...

Loss of Exclusivity a. If at any time after the Assignment Date Simulscribe provides the Services to any Wholesale Customer other than the Assigned Customers or any other Wholesale Customer to which Ditech has sold Simulscribe’s Services or Simulscribe collects any revenue directly from a Wholesale Customer, Ditech shall be entitled to receive and Simulscribe shall immediately pay to Ditech, as liquidated damages, [*]. b. If at any time after the Assignment Date Simulscribe appoints any third party a reseller of the services to Wholesale Customers, Ditech shall be entitled to receive and Simulscribe shall immediately pay to Ditech, as liquidated damages, [*]. The parties understand that Ditech will invest significant resources in building its business related to the exclusive use of the Services, which the parties anticipate will result in significant future revenue streams to Ditech, which if lost would result not only in lost revenue but also in the loss of the value of Ditech’s investment in the business. Accordingly, the parties acknowledge that it is impractical and extremely difficult to determine the actual damages or lost revenues that may result from a violation of the exclusivity described in Section 2.1. Accordingly, the amounts payable to Ditech as “liquidated damages” under this Section 8.2 are (y) liquidated damages, and not a penalty, and (z) reasonable and not disproportionate to the presumed damages to Ditech, including through a loss of profits.