Term of Exclusivity. The license rights granted to Zimmer under the Strip/Grid Distribution License and SEEG Distribution License shall be exclusive from the Effective Date until the end of the Term. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Agreement. The terms of this Amendment amend and modify the Agreement as if fully set forth in the Agreement. If there is any conflict between the terms, conditions and obligations of this Amendment and the Agreement, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Agreement not specifically modified by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or .pdf), each of which shall be deemed an original, and all of which together shall constitute one and the same document.
Term of Exclusivity. In the Initial Term, exclusivity in each country of the Territory is subject to the meeting of the Performance Milestones. However, at the end of the Initial Term, all rights in any country of the Territory that are non-exclusive at the end of the Initial Term shall remain non-exclusive for the entirety of the Renewal Term. Exclusivity for the Additional Territories during the Renewal Term will be maintained if it existed as the end of the Initial Term and will continue if Exclusivity for Canada during the Renewal Term will be maintained if it existed as the end of the Initial Term and will continue as long as Valens pays SoRSE annually.
Term of Exclusivity. The term of the exclusivity shall continue during the full term of this agreement including any and all extensions of this agreement except in those instances where Infolink does not meet the Performance Standards in 6.4 below and so long as TCI is the exclusive provider to INFOLINK for children's internet services, security, technology, software and products.
Term of Exclusivity. The term of exclusivity granted in Section 1.2(a) above shall be for a period of 10 years, beginning on the Effective Date, unless earlier terminated or unless converted to a perpetual license pursuant to Article VI. During such term of exclusivity, UBS and the UBS Affiliates shall have all rights afforded to exclusive licensees under the copyright laws of the United States, Canada or other applicable jurisdictions including the right to file suit or otherwise enforce its rights against any third parties for copyright infringement or misappropriation of the Proprietary Software to the extent the infringing use relates to the Gas and Power Business and to recover any damages, royalties, profits, legal fees and costs relating thereto. At the reasonable request of UBS or any UBS Affiliates from time to time, the Enron Parties shall appear as parties in any such action, suit, defense or proceeding (and UBS shall pay the Enron Parties' reasonable documented out-of-pocket expenses paid by the Enron Parties in connection with such appearance).
Term of Exclusivity. Unless earlier terminated as provided in Article XX, the exclusive license granted in Section 16.1(a)(iii) above shall be for a term of 10 years from the Effective Date or the expiration of the last valid and subsisting claim of the Licensed Patents, whichever is earlier. The Enron Parties hereby acknowledge and agree that UBS may terminate this exclusive license in whole or in part at any time and for any or no reason. During such period of exclusivity, UBS and the UBS Affiliates shall have all rights afforded to exclusive licensees under the patent or other laws of the applicable country or jurisdiction and any applicable international treaty or convention, including, if available, the right to file suit or otherwise enforce its rights in their name or in the name of the Enron Parties against any third parties for patent infringement or misappropriation of the Licensed Patents and to recover any damages, royalties, profits, legal fees and costs relating thereto, and to defend against any claim of invalidity or unenforceability of any claim of any Licensed Patent. At the request of UBS or the UBS Affiliates, the Enron Parties shall appear as a party in any such action, suit, defense or proceeding (and UBS shall pay the documented reasonable out-of-pocket expenses paid by the Enron Parties and reasonably incurred in connection with such appearance).
Term of Exclusivity. The term of exclusivity (“Exclusivity Term”) is five (5) years from the Effective Date of this Agreement.
Term of Exclusivity. (a) The license rights granted to Zimmer under the Strip/Grid Distribution License shall be exclusive from the Effective Date until the tenth anniversary of the date of the First Commercial Sale of Strip/Grid Products (the “Strip/Grid Exclusive License Period”). The Strip/Grid Distribution License shall become non-exclusive upon the expiration of the Strip/Grid Exclusive License Period.
(b) The license rights granted to Zimmer under the SEEG Distribution License shall be exclusive from the Effective Date until (i) if Zimmer makes the SEEG Exclusivity Payment prior to the SEEG Exclusivity Confirmation Date, then the tenth anniversary of the date of the First Commercial Sale of SEEG Products; or (ii) if Zimmer does not make the SEEG Exclusivity Payment prior to the SEEG Exclusivity Confirmation Date, then the first day following the SEEG Exclusivity Confirmation Date (the “SEEG Exclusive License Period”). The SEEG Distribution License shall become non-exclusive upon the expiration of the SEEG Exclusive License Period.
Term of Exclusivity. (a) The exclusivity provisions of Article II and ------------------- the other obligations of the parties under this Agreement shall remain in effect unless and until terminated in accordance with this Article IV.
(b) Subject to subsection (d) below, the exclusivity obligations of AWARE and ACCESS will terminate on December 31, 1998 if AWARE has not received, on or before that date, aggregate payments from ACCESS of at least [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] At least [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] of such amount must consist of royalties and fees for the Joint Product, license fees for Compression Software, or software maintenance revenues. The Prepayment will not be counted towards this [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] minimum.
(c) Subject to subsection (d) below, the exclusivity obligations of AWARE and ACCESS will terminate on December 31 of any year after 1998 if AWARE has not received aggregate payments from ACCESS of at least [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] during the year ended on that date. This entire amount must consist of royalties and fees for the Joint Product, license fees for Compression Software in excess of the portion of the Prepayment applied thereto, or software maintenance revenues.
(d) The dates set forth in subsections (b) and (c) above shall be extended for a number of months (not exceeding twelve months) equal to the number of whole months elapsed between December 31, 1997 and the date of a commercial release of version 1.0 of the Joint Product that has been produced in compliance with "good manufacturing practices" as defined by the U.S. Food and Drug Administration (the "FDA"), and has received clearance for commercial marketing for medical use from the FDA. This extension shall be effective if and only if ACCESS shall have pursued clearance by the FDA and performance of ACCESS's development responsibilities diligently and in good faith.
Term of Exclusivity. The Term of Exclusivity shall commence on the ------------------- Effective Date and shall terminate on September 30, 1996. An extension to the Term of Exclusivity will be mutual and will be negotiated in good faith by both parties.
Term of Exclusivity. OTL’s philosophy is to grant a period of exclusivity long enough for a company to generate a reasonable return on their investment but short enough to open the market to other players. Some inventions require a long term of exclusivity (e.g., biotechnology drugs) while others only need a few years to get a head-start on the market. The longer the period of exclusivity, the more valuable the license is.
