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 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.
Loss of Exclusivity. (a) In the event that (i) Modern Round does not achieve the First Commercial Milestone by the applicable Milestone Date, and (ii) Modern Round fails to pay to VirTra the corresponding Minimum Royalty Payment for any 12-month period as specified under Section 5.4, the exclusive licenses granted by VirTra under Section 3 for the US and Canada will become non-exclusive. Additionally, after conversion to non-exclusive licenses, VirTra shall have no further obligation to: i) license Modern Round to operate the Concept at any new Location in the US or Canada; or ii) provide Modern Round with any new Scenarios for the US or Canada that were completed after Modern Round’s failure as set forth in Section 4.3.
Loss of Exclusivity. ChemTrak will have the option, upon ninety (90) days advance written notice, to convert Selfcare's exclusive rights to offer, sell and distribute the HIV Product in each country in the Territory into non-exclusive rights in any of the following events:
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”):
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 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.
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.
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. 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.C.
