Product Exclusivity. (i) For the duration of the Term, OraSure and its Affiliates shall not, directly or indirectly, enter into any arrangement in the Territory to co-promote, market, Detail or sell the Product in the Field in the Territory (“OraSure Exclusivity” and, collectively, with the Database Exclusivity, sometimes referred to herein as the “Exclusivity”). Notwithstanding the foregoing, the OraSure Exclusivity does not prohibit or restrict OraSure from (A) promoting, marketing, Detailing or selling the Product directly or through or with any distributor, subcontractor, agent, sales representative or other Third Party that is not an AbbVie Competitor, (B) engaging in or undergoing a Change of Control, or (C) entering into any arrangement to sell Product to Persons that are provided grants or other funding, directly or indirectly, by an AbbVie Competitor.
(ii) For the duration of the Term, AbbVie and its Affiliates shall not, directly or indirectly, on their own or through any arrangement with any Person, promote, co-promote, market, Detail or sell any diagnostic test in the Territory that is utilized for detecting HCV antibodies in humans (other than the Product with OraSure).
Product Exclusivity. (a) Prior to directly or indirectly selling or distributing to customers in the Territory any product (other than a Product) developed by Xxxxxxx or manufactured by or on behalf of Xxxxxxx, Xxxxxxx shall notify Xxxxxx'x President regarding Xxxxxxx' intent with respect to such product. Baxter shall have the right, but not the obligation, to add such product to Schedule C and this Agreement, and if so added, such product shall be deemed to be one of the Products. Xxxxxxx may delete from Schedule C and this Agreement any Product, the manufacture and sale of which has been generally discontinued by Xxxxxxx. On or before November 30 of each Contract Year, Xxxxxxx shall provide to Baxter an updated version of Schedule C including any Product additions or deletions expected to occur in the subsequent Contract Year. In addition, Xxxxxxx shall notify Baxter at least 90 days prior to generally discontinuing the manufacture and sale of any Product.
(b) If Xxxxxxx or Xxxxxxx Lifesciences is Transferred, then, in connection with any product of the transferee (or any of its Affiliates) that is directly or indirectly sold or distributed to customers in the Territory and is in the same domestic market (as such term is used in the Japan Antimonopoly Act Guidelines Concerning Sole Distributorship) as the Products (each a "Transferee ---------- Product"), Baxter shall have the right, but not the obligation, to add such ------- Transferee Product to Schedule C and this Agreement, and if so added, such Transferee Product shall be deemed to be one of the Products. Notwithstanding the foregoing, if a Transferee Product is subject to sale or distribution to customers in the Territory pursuant to an agreement between a third-party distributor and the transferee (or its Affiliate), then the foregoing right of Baxter shall not apply to such Transferee Product during the term of such agreement provided that (i) such agreement was entered into by such third-party distributor and such transferee (or its Affiliate) more than 90 days prior to such Transfer; (ii) such transferee (or its Affiliate) shall not extend or renew the term of such agreement during or after the 90-day period immediately prior to such Transfer; and (iii) such transferee shall exercise any right of termination or nonrenewal in connection with such agreement to be effective as soon as possible after such Transfer.
Product Exclusivity. (a) TiVo Stand-alone Boxes. From [*] until [*], Philips shall have the exclusive right, even as to TiVo, to market and sell TiVo Stand-alone Boxes in the Territory. Notwithstanding the foregoing, unless TiVo otherwise allows, in the event that, prior to [*], Philips releases a Stand-alone Personal TV System Box with a third party, with which it has an existing business relationship, which is a Competitive Device for sale to end-users within the Territory, TiVo shall have the right to market and sell Stand-alone Personal TV System Boxes [*] third parties; [*]. Prior to [*], Philips shall not release such a Personal TV System Box which is a Competitive Device with a third party with which it does not have an existing business relationship. Notwithstanding the provisions of this Section 3.2.a, TiVo shall have the right to manufacture, have manufactured, market, distribute and sell third-party branded TiVo Stand- alone Boxes with [*]. Unless sales of Philips-branded TiVo Stand-alone Boxes are less than [*] units in the month immediately preceding the date on which Philips' TiVo Stand- alone Box exclusivity expires or terminates (including pursuant to this Section), TiVo shall not manufacture, have manufactured, market, distribute and sell a TiVo-branded Personal TV System Box sooner than [*] after the date on which such exclusivity expires or terminates. TiVo may manufacture, have manufactured, market, distribute and sell a TiVo-branded Personal TV System Box after [*].
(b) Combination Boxes. From [*] until [*], Philips shall have the exclusive right, even as to TiVo, to market and sell DTV Combination Boxes in the Territory; provided, however (i) Philips must have a development plan (including without limitation staffing, schedule, milestones and resources) and be ready to begin implementation of such plan by September 1, 1999 unless Philips proposes a more favorable deal which is acceptable to Tivo. Notwithstanding the foregoing, unless TiVo otherwise allows, in the event that [*], TiVo shall have the right to market and sell a DTV Combination Box an equal number of third parties; * Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission.
5. [*]. During this exclusivity period, Philips shall not release such Philips- branded DTV Combination Box which is a Competitive Device with a third party with which it does not have an existing business relationship. N...
Product Exclusivity. During the Initial Term of this Agreement, SLG shall have exclusive rights to the Product in the Territories and Channels listed above. Modec will provide to SLG information and access to all Improvements during the term of the Agreement. SLG will continue to maintain its exclusivity after the Initial Term, as long as it purchases or has issued unfilled purchase orders for immediate delivery, for a minimum of 20,000 gallons of Product on an annual basis. The annual period is accounted for on December 31 of each year for the preceding 12 months. However, notwithstanding the foregoing, the first measurement period, deemed to be an annual period, begins on January 1, 2006 and ends on December 31, 2007. Alternatively, if the minimum purchase is not met SLG may, in its sole discretion, issue a purchase order by December 31 to reach the minimum and retain SLG's exclusivity. The delivery and payment would be due on January 31st, or as otherwise mutually agreed to by the parties. For example if SLG did not purchase 20,000 gallons of Product for the period ended December 31, 2007, SLG may issue a purchase order to reach the minimum with delivery and payment due by January 31, 2008 to maintain its exclusivity for the year ended December 31, 2008.
Product Exclusivity. Distributor shall not distribute, import, promote, market or sell any third-party product in either the Territory which, in the opinion of Company (acting reasonably and in good faith), is or could reasonably be expected to be competitive with any product of Company covered by this Agreement. Distributor hereby agrees that, within thirty (30) days following its receipt of any notice from Company that Distributor is in violation of the foregoing covenant, Distributor shall cease all distribution, promotion, marketing and sales of the third-party product(s) forming the basis of Distributor’s notice. Distributor’s failure to cease such activities in accordance with Company’s notice shall entitle Company to terminate this Agreement immediately upon written notice to Distributor.
Product Exclusivity. BUYER shall have an exclusive right to purchase Products as defined in paragraph 1.1 hereof.
Product Exclusivity. For a period of six months after QVC sells (i) any Products as a “Today’s Special Value” product, as a “Grand Collection” on the QVC television program, or (ii) any “value-priced, open stock product pairings,” Company will not sell the same Products by any means or media.
14. Promptly after the execution of this Amendment, QVC and Company shall negotiate in good faith regarding more detailed provisions regarding the topics of Sections 18 and 19 of the Agreement, as amended by this Amendment.
15. The Letter Agreement is terminated.
16. Within ten days after the execution of this Agreement, Company shall pay QVC *** in consideration of QVC’s entering into this Amendment. *** PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
17. In consideration of the agreements made herein, QVC hereby releases the Company and its current and former officers, directors, stockholders, representatives, subsidiaries and affiliates (collectively, “Affiliates”), both individually and collectively, from any and all claims that QVC may have against the Company and such Affiliates on or prior to the date hereof arising out of or relating only to Company’s alleged breach of the Agreement for having sales through Company Direct Marketing Media and Prestige Retail Direct Marketing Media. For the sake of clarity, the parties expressly agree that the release contemplated by this Section 17 shall not extend to or in any way affect any other claims arising directly as a result of the breach of the terms and conditions of the Agreement. For the purpose of implementing a full and complete release, except as contemplated by this Section 17, QVC expressly acknowledges that this Section 17 is intended to include in its effect, without limitation, all claims which QVC has against the Company or its Affiliates only by reason of any matter, cause or thing arising out of or relating to the alleged breach of the Agreement for having sales through Company Direct Marketing Media and Prestige Retail Channel Websites that could be alleged in any litigation and/or claims procedure between QVC and the Company, including those claims relating to the alleged breach of the Agreement for having sales through Company Direct Marketing Media and Prestige Websites which such parties do not know or suspect to exist in their favor at the time of the execution of this Agreement. While this Amendment (including th...
Product Exclusivity. During the Term, Anacor shall not, directly or indirectly, (a) license, assign or otherwise dispose of any of its rights in the Product, any other formulation of tavaborole, or the Anacor Technology specifically related to the Product that exists and is provided to Sandoz under this Agreement as of the Effective Date to any Third Party, or (b) develop or commercialize the Product, or any other formulation of tavaborole, in each case (a) and (b) outside the Field for use in humans in the Territory.
Product Exclusivity. In order to further NCT's development and enable NCT to gain access to the relevant markets for the Products, Distributor agrees during the term of this Agreement and for six (6) months thereafter not to distribute or sell products or equipment (or components or parts thereof) which have the same or substantially similar uses as the Products and which are manufactured by or for a party other than NCT.
Product Exclusivity. (i) SAGC hereby grants to Pepsi-Cola the exclusive right to have its beverage products and beverage syrups as the only non-alcoholic beverage products and beverage syrups available through fountain dispensers, bottle and cans or vending machines for consumption, advertised, displayed, represented or promoted in, at or in connection with the SportPark (including without limitation, print broadcast, direct mail, coupons, handbills, displays and signage) at all events in the SportPark. Specialty tenants at the SportPark will be allowed to serve products manufactured by such tenants, e.g. Starbucks Cappuccino, however if such locations choose to serve products other than those manufactured by them, such products must be products as defined below. SAGC will review with Pepsi-Cola such tenants as they become available.
(ii) In addition, SAGC reserves the right to bring in Non-Pepsi related Specific Special Events which may be tied to other soft drink Companies national sponsorships such as: The NHL Breakout Off-Ice Tour Event, The NFL Experience, The National Finals Rodeo Special Touring Event. SAGC will receive prior written approval from Pepsi-Cola. Pepsi-Cola also has the first right of refusal to either book a Pepsi-Cola event in that particular event date or have the option to sponsor a similar event of equal or greater magnitude. However, SAGC is not prohibited from staging an event that might be tied to a Pepsi-Cola competitor's product or event. In the event of any such event at the SportPark, SAGC agrees that it shall not cover or obstruct or cause to be covered or obstructed any advertising signage of Pepsi Cola nor to refrain from pouring the Pepsi Cola products at any concessions located at the SportPark.
(iii) Pepsi-Cola shall have the right to have served in and on the grounds of the SportPark any or all of the beverage products manufactured, sold or distributed by Pepsi or its local bottler including without limitation, all carbonated soft drinks, sport drinks, ready to drink tea, juice or juice-based drinks, bottled water, bottled iced coffees and other beverage products that may be developed and sold by Pepsi-Cola (the "Products") during the Term. At least the following fountain products shall be served: Pepsi, Diet Pepsi, Lemon-Lime Slice, Lipton, Mountain Dew and Citrus Hill. SAGC reserves the right to any and all alcoholic beverages that may be served in and on the grounds of the SportPark and does not provide the pouring rights of such alcoh...
