Negative Covenants by CyDex Clause Samples
Negative Covenants by CyDex. (a) During the Term, neither CyDex nor any of its Affiliates shall directly or indirectly themselves, nor provide any Third Party any assistance whatsoever, nor grant any Third Party any title, right, claim, interest or license under, in or to any of the Licensed Intellectual Property to, research, develop, modify, make, have made, import, export, use, promote, market, distribute, package, offer for sale, sell, or otherwise commercially exploit anywhere in the world any Licensed Products or any Competing Products. ***Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) During the Term, neither CyDex nor any of its Affiliates shall directly or indirectly supply Captisol to any Third Party (other than a Company designee) which it knows, should know or could know after reasonable investigation, will use it for a Licensed Product or a Competing Product anywhere in the world. If during the Term, any Third Party utilizes Captisol (supplied by CyDex, any of its Affiliates or Third Party Manufacturers) in a Licensed Product or Competing Product anywhere in the world, CyDex shall immediately cease and cause its Affiliates and any other Third Party, including Third Party Manufacturers, to immediately (i) cease supplying Captisol to the offending Third Party for the duration of the Term or until (if sooner) assurances reasonably satisfactory to Company that the infringing use has ended and will not resume have been obtained and (ii) notify Company of such use of Captisol by a Third Party (supplied by CyDex, any of its Affiliates or Third Party Manufacturers) in a Licensed Product or Competing Product anywhere in the world.
(c) During the Term, neither CyDex nor any of its Affiliates shall ▇▇▇ or threaten to ▇▇▇, or take any similar action against, or aid, abet or enable any Third Party to ▇▇▇, threaten to ▇▇▇ or take any similar action against, Company, or any Sublicensees, or any of their respective Affiliates, or any customers or end-users of any Licensed Products, claiming that the manufacture, use, sale, offer for sale or importation of any Licensed Product infringes any Captisol-related patents or patent applications owned, licensed, sublicensed or otherwise controlled by, now or in the future, CyDex or any of its Affiliates.
Negative Covenants by CyDex. (a) During the Exclusivity Period, neither CyDex nor any of its Affiliates shall directly themselves, or grant any Third Party any right or license to any of the CyDex Intellectual Property to research, develop, modify, make, have made, import, export, use, promote, market, distribute, package, offer for sale, sell, or otherwise commercially exploit the Finished Product or any Competing Product. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) During the Exclusivity Period, neither CyDex nor any of its Affiliates shall themselves nor provide any Third Party any assistance whatsoever to [***].
(c) During the Exclusivity Period, neither CyDex nor any of its Affiliates shall supply Captisol to any Third Party other than a Hospira designee to utilize Captisol to [***] the Finished Product or any Competing Product. If during the Exclusivity Period any such Third Party, or any other Third Party that acquires any Captisol, commences to [***] the Finished Product or any Competing Product, CyDex must immediately cease and cause its Affiliates and any other Third Parties to immediately cease supplying Captisol to the offending Third Party for the duration of the Exclusivity Period or until (if sooner) assurances reasonably satisfactory to Hospira that the infringing use has ended and will not resume have been obtained.
Negative Covenants by CyDex. (a) During the Term (on a country-by-country basis), neither CyDex nor any of its Affiliates shall directly themselves, nor provide any Third Party any assistance whatsoever, nor grant any Third Party any right or license under any of the Licensed Intellectual Property to, research, develop, modify, make, have made, import, export, use, promote, market, distribute, package, offer for sale, sell, or otherwise commercially exploit Licensed Products [***].
(b) During the Term (on a country-by-country basis), neither CyDex nor any of its Affiliates shall supply Captisol to any Third Party (other than a Company designee) which it [***]. If during the Term (on a country-by-country basis), any such Third Party utilizes such Captisol (supplied by CyDex or any of its Affiliates) [***], CyDex shall immediately cease and cause its Affiliates and any other Third Party to immediately cease supplying Captisol to the offending Third Party for the duration of the Term or until (if sooner) assurances reasonably satisfactory to Company [***].
(c) [***].