Exclusivity Agreement Sample Contracts

Amendment to the Exclusivity Agreement
Exclusivity Agreement • September 1st, 2006 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware

Reference is made to the letter agreement, dated August 16, 2006 (the "Original Agreement") between Becton, Dickinson and Company ("BD") and TriPath Imaging, Inc. (the "Company") and the amendment thereof dated August 24, 2006. In light of the ongoing negotiations regarding a possible business combination transaction involving BD and the Company (the "Transaction"), BD and the Company hereby agree that the Termination Date, as defined in the Original Agreement, shall be further revised and extended to 11:59 p.m. (New York City time) on September 8, 2006. The Original Agreement shall remain in full force and effect except for such revision and extension of the Termination Date.

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Exclusivity Agreement • July 27th, 2021

BNP Paribas, Casino Group and Crédit Mutuel Alliance Fédérale sign an exclusivity agreement for the sale of FLOA to BNP Paribas by

AMENDED AND RESTATED EXCLUSIVITY AGREEMENT
Exclusivity Agreement • October 20th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Amended and Restated Exclusivity Agreement (Agreement) is entered into as of the Effective Date (defined below) by and between Silimed-Silicone e Instrumental Medico-Cirugico e Hospitalar LTDA, a company organized under the laws of Brazil on behalf of itself and any affiliated, controlled or otherwise related entity or person including, without limitation, any entity controlled or owned at least in part by the officers and partners (stockholders) of Silimed-Silicone e Instrumental Medico-Cirurgico e Hospitalar Ltda. (collectively, (Manufacturer) and Juliet Medical, Inc., a Delaware corporation (Company) as of the Effective Date.

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • October 2nd, 2023
EXCLUSIVITY AGREEMENT
Exclusivity Agreement • March 30th, 2004 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Delaware

This EXCLUSIVITY AGREEMENT (this “Agreement”), is entered into, as of January 21, 2004, between Trump Hotels & Casino Resorts, Inc., a Delaware corporation (the “Company”), and DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership (“DLJMB”).

EXCLUSIVITY AGREEMENT January __, 2020
Exclusivity Agreement • September 25th, 2018

Clean Power Alliance of Southern California (“CPA”) is pleased to confirm that the offer submitted by __________________, (“Respondent”) for the [Project Name] (“Project”) (the “Offer”) in the recent [Date] CPA Request For Offers (“RFO”) has been placed on the shortlist for further negotiations. If you wish to proceed with negotiations for a power purchase agreement (“PPA”) under the terms and conditions set forth below (the “Exclusivity Agreement”), please countersign where provided below and return it to procurement@cleanpoweralliance.org no later than seven (7) business days after the date set forth above, along with the required items for short-listed Offers, as described in the RFO protocol.

EX-99.(D)(5) 11 dex99d5.htm EXCLUSIVITY AGREEMENT Exhibit (d)(5) EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 5th, 2020 • Delaware

This Exclusivity Agreement (the “Agreement”) is made as of September 30, 2010, between General Electric Company (“GE”) and Clarient, Inc. (the “Company”, and together with GE, the “Parties”) with reference to the following background.

JQH ACQUISITION, LLC Carnegie Hall Tower 152 West 57th Street 56th Floor New York, NY 10019
Exclusivity Agreement • March 14th, 2005 • JQH Acquisition, LLC • Hotels & motels
Exclusivity Agreement
Exclusivity Agreement • May 11th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota

We appreciate the willingness of Vital Images, Inc. (the “Company”) to continue discussions of the terms under which Toshiba Medical Systems Corporation and/or one or more of its subsidiaries (collectively, “TMSC”) would be willing to enter into a strategic business transaction with the Company (the “Potential Transaction”).

Repsol and RAMPF Eco Solutions further boost the recycling of polyurethane
Exclusivity Agreement • July 26th, 2021

- Repsol will have the exclusivity throughout Europe to develop and construct recycled flexible polyol plants with RAMPF technology.

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • April 13th, 2015
Contract
Exclusivity Agreement • March 13th, 2019 • Pennsylvania

This Exclusivity Agreement (the “Agreement”) is made on the “Effective Date” specified below between Destination Maternity Corporation (the “Buyer”) and the party identified as “Vendor” (including any third party controlling, controlled by, under common control with or otherwise affiliated with Vendor) (individually and collectively, “Vendor”). The terms of this Agreement are in addition to, and not in limitation of, the Company’s standard Purchase Order Terms and Conditions in effect and as modified from time to time by the Buyer at its sole discretion and without notice to Vendor.

GTCR PARTNERS WITH MANAGEMENT IN PRIVATE EQUITY
Exclusivity Agreement • May 3rd, 2010 • Protection Acquisition Sub, Inc. • Services-miscellaneous business services • Delaware
Dell Inc. One Dell Way Round Rock, Texas 78682
Exclusivity Agreement • October 2nd, 2009 • Perot Systems Corp • Services-computer processing & data preparation • Delaware

Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attention: Mr. Peter Altabef, President & Chief Executive Officer

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • October 22nd, 2021 • Pacira BioSciences, Inc. • Pharmaceutical preparations • Delaware

This Exclusivity Agreement (this “Agreement”) is made as of September 25, 2021, between Pacira BioSciences, Inc. (“Pacira”) and Flexion Therapeutics, Inc. (the “Company”, and together with Pacira, the “Parties”).

Exhibit 10.3 December 29, 2000 TravelNow.com Inc. 318 Park Central East, Suite 306 Springfield, Missouri 65806. Attn.: Jeffrey Wasson Chief Executive Officer Re: Exclusivity Agreement Dear Jeff: Over the last few weeks we have discussed the...
Exclusivity Agreement • February 14th, 2001 • Travelnowcom Inc • Services-engineering, accounting, research, management

Over the last few weeks we have discussed the possibility of Hotel Reservations Network, Inc. ("HRN") acquiring TravelNow.com, Inc. ("TravelNow"). I think it is clear that the discussions have reached the point that we should now devote ourselves to working on a definitive agreement to find out whether or not a transaction can be structured on price and terms that are acceptable to both parties. To that end, we are prepared to pursue that determination on an expedited schedule, provided that TravelNow is of a like mind. Before committing the substantial resources necessary to pursue this transaction on the schedule proposed, HRN would like to be sure that your interest in a transaction with HRN is at a serious and high level and that TravelNow is willing, for a very brief period of time, to devote itself exclusively to attempting to reach an agreement with HRN. Accordingly, we ask that TravelNow covenant and agree that during the period extending from 8:15 p.m. Central Standard Time on

YINSON ENTERS EXCLUSIVITY AGREEMENT WITH BP TO RESERVE FPSO NGANHURRA FOR PAJ PROJECT IN ANGOLA
Exclusivity Agreement • August 30th, 2022

Yinson Holdings Berhad (“Yinson” or the “Group”), through its subsidiary Yinson Acacia Ltd, has entered into an exclusivity agreement with bp Exploration (Angola) Limited (“bp”), as the operator of the Block 31 Contractor Group (the “Agreement”) for the reservation of FPSO Nganhurra, a floating, production storage and offloading (“FPSO”) vessel for use in bp’s proposed 10 well subsea Palas, Astrea and Juno Oil Fields (“PAJ Project”) based in Block 31, Angola.

Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...
Exclusivity Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York

This Exclusivity Agreement (including all exhibits attached hereto is referred to herein, collectively, as this “Agreement”) is entered into as of August 3, 2018, by and between LumiraDx, Inc., a Delaware corporation (“LumiraDx”), and CVS Pharmacy, Inc., a Rhode Island corporation (“CVS”). LumiraDx and CVS are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”

Eni: exclusivity agreement signed with KKR for the potential sale of a minority stake in Enilive
Exclusivity Agreement • July 23rd, 2024

While a final transaction is subject to agreeing definitive documentation, both parties are committed to negotiating the terms of a potential transaction. This step represents another example of the development of Eni's satellite model strategy, attracting strategically aligned capital from valuable new partners at attractive multiples, funding our growth and confirming the value we are creating in these new businesses.

Bouygues Telecom has signed an exclusivity agreement with Crédit Mutuel encompassing the acquisition of alternative telecoms operator Euro-Information Telecom and a distribution partnership
Exclusivity Agreement • June 25th, 2020

This deal, which is fully in line with Bouygues Telecom’s growth strategy, is expected to bolster its customer base by over two million and expand its distribution network thanks to over 4,200 Crédit Mutuel and CIC bank branches with their 30,000 customer advisers.

Dated Exclusivity agreement
Exclusivity Agreement • August 17th, 2020

[COMPANY NAME] incorporated and registered under the Companies Act (company number [NUMBER]) and having their registered office at [REGISTERED OFFICE ADDRESS] (the “Community Body”).

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • September 6th, 2016 • Monster Worldwide, Inc. • Services-help supply services • Delaware

EXCLUSIVITY AGREEMENT (this “Agreement”), dated as of July 22, 2016 (the “Agreement Date”), by and between Randstad Holding NV, a corporation organized under the laws of The Netherlands (including its subsidiaries, “Randstad”), and Monster Worldwide, Inc., a Delaware corporation (including its subsidiaries, the “Company”).

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EXCLUSIVITY LETTER AGREEMENT September 15, 2002
Exclusivity Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • California

Borland Software Corporation, a Delaware corporation (“Borland”), and Starbase Corporation, a Delaware corporation (“Starbase”), have been engaged in discussions concerning a possible business combination or other similar transaction involving Borland and Starbase (the “Transaction”).

EX-99.(D)(4) 13 d268167dex99d4.htm AMENDED AND RESTATED EXCLUSIVITY AGREEMENT Exhibit (d)(4) AMENDED AND RESTATED EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 5th, 2020 • Delaware

THIS AMENDED AND RESTATED EXCLUSIVITY AGREEMENT (this “Agreement”), entered into as of November 22, 2011 (the “Agreement Date”), by and between SAP AG, a German corporation (including its subsidiaries, “SAP”), and SuccessFactors, Inc., a Delaware corporation (including its subsidiaries, the “Company”), amends and restates the Exclusivity Agreement entered into by the same parties dated as of November 9, 2011.

EX-99.(D)(3) 12 d268167dex99d3.htm EXCLUSIVITY AGREEMENT Exhibit (d)(3) EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 5th, 2020 • Delaware

EXCLUSIVITY AGREEMENT (this “Agreement”), dated as of November 9, 2011 (the “Agreement Date”), by and between SAP AG, a German corporation (including its subsidiaries, “SAP”), and SuccessFactors, Inc., a Delaware corporation (including its subsidiaries, the “Company”).

Contract
Exclusivity Agreement • May 18th, 2007

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • January 3rd, 2017
EX-99.1 2 dex991.htm EXCLUSIVITY AGREEMENT EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 5th, 2020 • Nevada

This EXCLUSIVITY AGREEMENT (this “Agreement”), dated as of June 15, 2006, is entered into by and among International Game Technology, a Nevada corporation (“IGT”), and Venture Catalyst Incorporated, a Utah corporation (the “Company”).

Exhibit 10 March 8, 2005 CONFIDENTIAL ------------ Mr. John Q. Hammons 300 John Q. Hammons Parkway Suite 900 Springfield, Missouri 65806 Re: Exclusivity Agreement Dear Mr. Hammons: As you know, the Special Committee of the Board of Directors of John...
Exclusivity Agreement • March 14th, 2005 • JQH Acquisition, LLC • Hotels & motels

As you know, the Special Committee of the Board of Directors of John Q. Hammons Hotels, Inc. (the "Company") has agreed to conduct exclusive negotiations with the undersigned regarding a potential acquisition transaction (a "Company Transaction"). As a condition to entering into a definitive agreement with the Company, we must enter into a definitive agreement with you and your affiliates regarding the acquisition of your equity interests in the Company and John Q. Hammons Hotels. L.P. ("JQH LP") and the related agreements regarding the provision of a line of credit, management arrangements, and the other matters we have discussed (collectively, a "Hammons Transaction").

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • February 16th, 2017
EXCLUSIVITY AGREEMENT
Exclusivity Agreement • December 27th, 2019 • Sanofi • Pharmaceutical preparations • Delaware

This Exclusivity Agreement (this “Agreement”) is entered into as of December 3, 2019, by and between Synthorx Inc, a Delaware corporation (the “Company”) and Sanofi (with its affiliates, “Counterparty”).

Amendment No. 1 To Amended and Restated Exclusivity Agreement
Exclusivity Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Amendment No. 1 is the first amendment to the Agreement. The Agreement is hereby amended by inserting, immediately after Section 4.1(b), a new section to be titled Section 4.1(c) which reads:

Exclusivity Agreement
Exclusivity Agreement • February 26th, 2024 • London Adam • Transportation services • Delaware

This Exclusivity Agreement, dated as of January 19, 2024 (this “Agreement”), is made by and between Astra Space, Inc., a Delaware corporation (“Astra” or the “Company”), and Chris Kemp (“Kemp”) and Dr. Adam London (“London” and together with Kemp, the “Potential Acquirors” and the Potential Acquirors and the Company, together, the “parties” and each a “party”).

August 6, 2024 G1 Therapeutics, Inc.
Exclusivity Agreement • August 20th, 2024 • G1 Therapeutics, Inc. • Pharmaceutical preparations
EXCLUSIVITY AGREEMENT
Exclusivity Agreement • July 13th, 2016 • Cavium, Inc. • Semiconductors & related devices • Delaware

This Exclusivity Agreement (this “Agreement”) is entered into as of May 27, 2016, by and between Cavium, Inc., a Delaware corporation (“Cavium”) and QLogic Corporation, a Delaware corporation (“QLogic”). Cavium and QLogic are currently in preliminary negotiations related to a possible business combination transaction (the “Potential Transaction”). In recognition of the time and effort that Cavium may expend and the expenses that Cavium may incur in pursuing these negotiations and investigating QLogic’s business, each of Cavium and QLogic, intending to be legally bound, agrees as follows:

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