Semi-Exclusivity. During the period commencing on the Effective Date and ending on the first anniversary of the Acceptance Date with respect to the Initial System, IRORI shall not *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Semi-Exclusivity. During the period commencing on the Effective Date and ending on the first anniversary of the Acceptance Date with respect to the Initial System, IRORI shall not sell, license, lease or otherwise transfer any interest in a System (or any functionally equivalent system,) to or for, or operate a System (or any functionally equivalent system) for the benefit of, more than one Third Party (such one Third Party, the "Permitted Purchaser"), which shall be chosen at IRORI's sale discretion.

Semi-Exclusivity. LICENSEE will have the following rights to produce and sell the End Products for ten (10) years in the Territory using the Technology licensed pursuant to this Agreement.

Semi-Exclusivity. Tarpon agrees that JGUN shall have no preferential right for the Term and renewed Term(s), if applicable, to participate in any financing transaction for Tarpon but, nevertheless, Tarpon shall use its best efforts as follows: (i) with respect to any underwritten public offering, of equity or debt (which shall not include for purposes hereof any senior secured bank financing), or Rule 144A offering (collectively referred to as a "Financing Transaction") raising gross proceeds of $25,000,000 or less, JGUN shall be afforded the opportunity to "pitch" for the lead management of such Financing Transaction (whether as underwriter or placement agent) unless such offering is to be lead managed by a major bracket underwriting firm, in which event JGUN shall be offered the right to participate in such Financing Transaction as a co-manager and (ii) with respect to any Financing Transaction raising gross proceeds in excess of $25,000,000, JGUN shall be afforded the opportunity to "pitch" its ability to act as a selling group member.

Semi-Exclusivity. The license granted under Section 2.1 shall be (i) Semi-Exclusive (as defined below) to LabCorp and its Affiliates in the U.S. during the Semi-Exclusive Period, (ii) non-exclusive in the U.S. for the remainder of the Term after the Semi-Exclusive Period, and (iii) non-exclusive in Canada and the United Arab Emirates for the entire Term. For purposes of this Agreement, “Semi-Exclusive” means BGM shall not license or otherwise transfer or provide the Licensed Technology to any Restricted Licensees for use with Manual Tests in the United States, or authorize or permit use of the Licensed Technology by any Restricted Licensees under the terms of any agreement with Restricted Licensee (whether through a covenant not to xxx or otherwise) in connection with Manual Tests in the United States, during the Semi-Exclusive Period. In addition, during the Semi-Exclusive Period, to the extent BGM licenses or otherwise transfers or provides the Licensed Technology to any Permitted Licensee, or authorizes or permits use of the Licensed Technology by a Permitted Licensee, BGM’s agreement with such Permitted Licensee shall prohibit such Permitted Licensee from (a) sublicensing or otherwise transferring or providing the Licensed Technology to any Restricted Licensees for use with Manual Tests in the United States, or (b) authorizing or permitting use of the Licensed Technology by any Restricted Licensees in connection with Manual Tests in the United States. In the event the inclusion of the U.S. territory in the limitation of the Semi-Exclusive grant or the Semi-Exclusive Period of the license granted hereunder is limited by action, laws or regulations of any government, the license granted shall not terminate, but shall remain Semi-Exclusive to the extent permitted by such government action and shall become non-exclusive to the extent necessary to conform with applicable laws and regulations.

Semi-Exclusivity. BGM agrees that it shall not sell, distribute, supply or otherwise provide Manual Test Kits (or any materials or components thereof) to any Restricted Licensees for use in the United States during the Semi-exclusive Period. In addition, during the Semi-Exclusive Period, to the extent BGM sells, distributes, supplies or otherwise provides Manual Test Kits (or any materials or components thereof) to any Permitted Licensees for use in the United States, BGM’s agreement with such Permitted Licensees shall prohibit such Permitted Licensees from reselling, distributing, supplying or otherwise providing them to any Restricted Licensees. The parties acknowledge that an Entity could change its status from a Permitted Licensee to a Restricted Licensee over time due to one or more mergers, consolidations, reorganizations, or acquisitions with, of, or by other Entities (“M&A Transactions”), and BGM agrees that it shall monitor the impact of M&A Transactions on the status of any Permitted Licensees which have been granted a license (or other permission or authorization) to use the Licensed Technology with Manual Tests and which are being supplied Kits. In the event a Permitted Licensee becomes a Restricted Licensee during the Semi-Exclusive Period due to M&A Transactions, BGM shall immediately terminate such license or other permission or authorization, and immediately cease the supply of Manual Test Kits, unless LabCorp agrees that Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. BGM may add such Entity to Exhibit C. BGM shall include terms in all of its agreements with Permitted Licensees which allow BGM to take the foregoing action. In the event an Entity supplied and licensed by BGM as a Permitted Licensee subsequently becomes a Restricted Licensee without the occurrence of any M&A Transactions (i.e., based solely on natural growth of its gross revenues), then such Entity shall retain its status as a Permitted Licensee.

Related to Semi-Exclusivity

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.
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.
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.
Limited Exclusivity The Sub-Advisor agrees that it will not provide similar services to any other mutual fund which holds itself out to the public as “Environmentally Qualified” or otherwise “Socially Responsible” within the common meanings of those terms. Other than that, it is understood that the services of the Sub-Advisor are not exclusive, and that nothing in this Agreement shall prevent the Sub-Advisor from providing similar services to other investment advisory clients, including but not by way of limitation, investment companies or to other series of investment companies, including the Trust (whether or not their investment objectives and policies are similar to those of the Fund) or from engaging in other activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Advisor’s ability to meet its obligations to the Fund hereunder. When the Sub-Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the same security for the Fund, it is understood that in light of its fiduciary duty to the Fund, such transactions will be executed on a basis that is fair and equitable to the Fund. If the Sub-Advisor provides any advice to its clients concerning the shares of the Fund, the Sub-Advisor shall act solely as investment counsel for such clients and not in any way on behalf of the Trust or the Fund. The Sub-Advisor provides investment advisory services to numerous other investment advisory clients, including but not limited to other funds and may give advice and take action which may differ from the timing or nature of action taken by the Sub-Advisor with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Advisor any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Fund, any security which the Sub-Advisor, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.
Non-exclusivity, Etc The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Charter, the Bylaws or the Maryland General Corporation Law (the "MGCL") or otherwise; provided, however, that to the extent that Indemnitee otherwise would have any greater right to indemnification under any provision of the Charter or Bylaws as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder, and provided, further, that to the extent that any change is made to the MGCL (whether by legislative action or judicial decision), the Charter and/or the Bylaws which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to the Charter or the Bylaws the effect of which would be to deny, diminish or encumber Indenmitee's right to indemnification under the Charter, the Bylaws, the MGCL or otherwise as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Company's Board of Directors and/or its stockholders, as the case may be.
Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).
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.
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.
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.
Nonexclusivity This Agreement is not exclusive; accordingly, NASA may enter into similar agreements for the same or similar purpose with other private or public entities.

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