Nature of Exclusivity Sample Clauses

Nature of Exclusivity. For the avoidance of doubt, the parties acknowledge that the exclusivity of the licenses under Sections 5.2(a) and 5.2(b) shall apply even as to Corium, meaning that Corium shall not make any use of Corium Intellectual Property to develop or manufacture the Product for any third party without Agile’s express authorization. The parties further acknowledge that such exclusivity will be limited and apply only to the Product, and shall not be construed as granting any rights to Agile, or as limiting Corium’s ability to practice or license the Corium Intellectual Property, with respect to any products or services other than the Product as specifically defined in this Agreement. This limitation on exclusivity shall not, however, be construed as: (i) granting to Corium any ownership or other rights (other than those expressly granted under the terms of this Agreement) with respect to the Agile Background Technology, Agile Foreground Inventions, or any other Agile Intellectual Property (including but not limited to Agile’s proprietary permeation enhancer technologies); or (ii) prohibiting Agile from practicing or exploiting any of the same in other products and applications.
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Nature of Exclusivity a) Exclusivity for competing products Exclusivity may be granted by a performer engaged at the minimum rate only for commercials for products directly competing with each other. Two (2) products or services compete directly with each other if they are the same type of product or service but carry two (2) different trade names or trademarks (e.g. Pepsi/Coke, Ford/Chevrolet, Colgate/Crest, RE/MAX – Real Estate Brokers/ La Capitale – Real Estate Brokers, etc.). Products or services shall not be considered to compete directly with each other simply because both are made or offered by the same advertiser, or because they are made or offered by advertisers competing for other products or services than the one in the commercial. b) Exclusivity for non-competing products Exclusivity may be requested only for non-competing products (e.g. beer, milk, soft drinks) if the performer is paid a fee greater than or equal to one hundred and fifty percent (150%) of the single rate. c) Exclusivity not required 1. Demonstrators, extras and group singers do not have to guarantee or grant exclusivity to the producer. 2. Exclusivity may be requested in the case of a voice-over only if the performer is paid a fee greater than or equal to one hundred and fifty percent (150%) of the single rate.
Sample 1Sample 2
Nature of Exclusivity. This license grant is exclusive even against CBI, except that CBI remains free to practice the Patents in the course of rendering goods or services to Prism or any of Prism’s successors, assigns, licensees or customers and except that the United States Government has certain rights to the Patents because certain of the patented inventions were made, at least in part, with funds from the Federal Government awarded through the Grant.
Sample 1
Nature of Exclusivity. Except as provided in this SECTION 2.3, the license granted under each of SECTIONS 2.1 and 2.2 (collectively, the “Licenses”) is exclusive to TILLOTTS in that CPP agrees to use itself the Licensed Patents as well as the Licensed Information only in such way as generally laid out in SECTION 2.3.2 below or as otherwise expressly stated in this Agreement and furthermore agrees not to grant to a third party another concurrently effective license in the Licensed Field: (a) under the Licensed Patents to Sell or offer to Sell Licensed Product in the Licensed Territory, or import Licensed Products into the Licensed Territory, during the term of this Agreement; and (b) to Use the Licensed Information in the labeling, marketing, Sale, seek MA Approval of, or commercialization of Licensed Products in the Licensed Territory during the term of this Agreement. In furtherance of the foregoing, CPP may not grant to a third party, without first complying with the requirements of SECTIONS 2.4.2, 2.4.3 and 2.6, another concurrently effective license under the Licensed Patents or to Use the Licensed Information to Develop, seek MA Approval with respect to, label, market, Sell, offer to Sell or commercialize the Licensed Formulation labeled or intended for administration in the treatment of a Gastrointestinal Disease in the Licensed Territory or in the treatment of an Indicated Disease in an Optional Territory Country.
Sample 1
Nature of Exclusivity. This license grant is exclusive even against CyDex, except that CyDex remains free to practice the Patents in the course of rendering goods or services to Prism or any of Prism’s successors, assigns, licensees or customers in accordance with Prism exercising its rights under this License.
Sample 1
Nature of Exclusivity. Licensor agrees that, during the Term and in the Territory, it will not, and it will cause Giannulli to not, directly or indirectly, authorize the use of the Trademarks or the Mossimo Identification or provide design services to or enter into a design agreement or relationship with any other retailer, manufacturer or distributor relating to the Exclusive Merchandise categories outlined in Exhibit B without the prior written consent of Licensee, except (a) as may be necessary to enable Licensor to meet its obligations under license agreements with Existing Licensees outstanding as of the date hereof, and (b) for the design, manufacture, distribution and sale of merchandise to golf pro shops located on the premises of golf courses or country clubs and commonly referred to as "green grass" shops. Notwithstanding the foregoing, in no event shall Licensor or Giannulli, directly or indirectly, authorize the use of the Trademarks or the Mossimo Identification or provide design services to or enter into a design agreement or relationship with any of the following entities: Wal-Mart, K-Mart, "clubs" (i.e. Costco, Sams, Fedco), X.X. Penney, Sears, Kohl's, Dollar General, Pic'n Save, Hills, Bradlees, Xxxx, or any affiliates, successors or assigns of the foregoing.
Sample 1
Nature of Exclusivity. Mossimo, Inc. agrees that, during the Term and in the Territory, it will not, and it will cause Giannulli to not, directly or indirectly, authorize the use of the Trademarks, the Mossimo Design Materials or the Giannulli Identification or provide design services to or enter into a design agreement or relationship with any other retailer, manufacturer or distributor relating to the Exclusive Merchandise Categories without the prior written consent of Target, except (a) as may be necessary to enable Mossimo, Inc. to meet its obligations under license agreements with Existing Licensees outstanding as of the date hereof, (b) for the design, manufacture, distribution and sale of merchandise to golf pro shops located on the premises of golf courses or country clubs and commonly referred to as “green grass” shops (c) Giannulli may provide design services to Modern Amusements, Inc. or its successors, or to third parties not described in the next succeeding sentence provided any designs or products produced from such efforts are not directly or indirectly marketed or publicized as being the result of Giannulli’s efforts or as associated with Giannulli . Notwithstanding the foregoing, in no event shall Mossimo, Inc. or Giannulli, directly or indirectly, authorize the use of the Trademarks, the Mossimo Design Materials or the Giannulli Identification or provide design services to or enter into a design agreement or relationship, with any entities in the following channels of trade: mass merchandising discount stores or super centers (e.g., Wal-Mart and K-Mart (including any entity resulting from the merger of K-Mart and Sears), warehouse clubs (e.g., Costco and Sam’s Club), mid-tier department stores (e.g., X.X. Penney, Sears (including any entity resulting from the merger of K-Mart and Sears), Kohl’s and Mervyn’s), national apparel chains (e.g., The Limited and The Gap family of stores), any department stores operated by Federated, Inc. or any affiliates, successors or assigns of the foregoing.
Sample 1
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Nature of Exclusivity. Notwithstanding any other provision in this Agreement, nothing in this Agreement prevents RN from licensing ROLLING STONE Properties to third parties for use in connection with wireless games other than the ROLLING STONE Games after one year from the Effective Date of this Agreement. Beginning six (6) months from the Effective Date of this Agreement, RN’s exclusivity obligations in this Agreement with respect to the use of ROLLING STONE brand, name, trademark and logo in connection with ring tones and ring tone services shall apply only to ring tones and ring tone services distributed through wireless service providers or wireless carriers with which DNA or its Japanese affiliate Dwango Co. Ltd. has completed and signed a binding contract that is still in effect for the distribution of the ROLLING STONE Ring Tone Service.
Sample 1
Nature of Exclusivity. In the event that Licensee becomes entitled to exercise the Retained License Rights pursuant to Section 2.2, such rights shall be exclusive, including with respect to Licensor. Prior to a Payment Default, Licensor may continue to exercise such rights as if the license in Section 2.1 had not been granted, provided, however, that Licensor shall not, at any time during the Term (as defined below) of this License Agreement, grant any rights in the Retained License Rights to any third parties that could take priority over Licensee’s exclusive rights to the Retained License Rights hereunder.
Sample 1

Related to Nature of Exclusivity

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • No Exclusivity The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

  • Exclusivity Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

  • For clarity the time allowances provided in clause 2.10 shall operate to reduce the maximum timetabled classroom teaching time specified in clause 4.2 of this agreement.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • Exclusivity Period During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

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