Exclusivity Covenant definition

Exclusivity Covenant as defined in Section 9.22.
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Exclusivity Covenant means the covenant under Section 4.8.1 and, if applicable, Section 4.8.2.
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Exclusivity Covenant has the meaning set forth in Section 2.4. 1.33 “FDA” means the United States Food and Drug Administration, or any successor entity thereto having substantially the same functions. 1.34 “FDC Act” means the United States Federal Food, Drug, and Cosmetic Act, enacted in 1938 as Public Law 75-717, as such may have been amended, and which is contained in Title 21 of the U.S. Code, Section 301 et seq., as amended, and the regulations promulgated thereunder from time to time. 1.35 “Field” means treatment, prevention, mitigation, palliation and cure of diseases of the eye in humans. 1.36 “First Commercial Sale” means, with respect to a Licensed Product in a country, the first commercial sale of such Licensed Product in such country by IVERIC, its Affiliates or Sublicensees after all required Regulatory Approvals (including any Pricing Approval required by applicable Law in such country) for such Licensed Product in such country have been received; provided, however, that the following will not constitute a First Commercial Sale: (a) any sale to an Affiliate or Sublicensee; or (b) any use of such Licensed Product in Clinical Trials or non- clinical Development activities with respect to such Licensed Product by or on behalf of IVERIC (or its Affiliates or Sublicensees), or disposal or transfer of such Licensed Product for a bona fide charitable purpose, compassionate use or samples, in each case for which IVERIC does not receive any financial or in-kind compensation.
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Examples of Exclusivity Covenant in a sentence

  • In the alternative, CTI may terminate the Exclusivity Covenant (if such failure occurs while TGTX is an Affiliate of CTI) or convert the exclusive licenses granted under this Agreement to a non-exclusive license (if such failure occurs after the time TGTX ceases to be an Affiliate of CTI), as further provided in Section 3.6, as to the specific Licensed Product for which such failure is claimed.

  • In addition, Penn’s obligations pursuant to the Limited Exclusivity Covenant in Section 2.8 shall terminate as of the date of such Failed Indication Notice; and any licenses and rights granted by Licensee to Penn under the Amicus Technology with respect to such Failed Indication shall also automatically terminate, effective as of the date of the applicable Failed Indication Notice.

  • Notwithstanding anything to the contrary, the following provisions will survive any expiration or termination of this Agreement: ARTICLE 1 (Definitions), Section 3.1 (Exclusivity Covenant), Section 8.7 (Records), Section8.8 (Audits), Section 8.9 (Taxes), Section 10.3(d) (Transfer Restrictions), ARTICLE 11 (Indemnification), ARTICLE 12 (Confidentiality), ARTICLE 13 (Term and Termination), ARTICLE 14 (Dispute Resolution), and ARTICLE 15 (Miscellaneous).

  • Notwithstanding the foregoing, the Limited Collaboration Exclusivity Covenant shall end on an Indication-by-Indication and Licensed Product-by-Licensed Product basis upon the earlier of: (a) [*] after the end of the portion of the funded Research Program at Penn associated with that specific Indication, (b) [*] or (c) [*].

  • Notwithstanding the foregoing, the Limited Exclusivity Covenant shall end on an Indication-by-Indication and Licensed Product-by-Licensed Product basis upon the earlier of (a) [*] after the end of the portion of the funded Research Program at Penn associated with that specific Indication and (b) [*].

  • Buyer has paid Seller the sum of $100,000 as a refundable deposit ("Exclusivity Deposit") in consideration for Seller's Exclusivity Covenant set forth in Section 7(b).

  • In consideration of Seller's agreement to not market the Division Business during the negotiation of this Agreement ("Exclusivity Covenant") Buyer has paid Seller the refundable Exclusivity Deposit which is to be kept in an interest bearing account by Seller.

  • Notwithstanding Section 9.12.1 (Mutual Exclusivity Covenant), (a) if, [***] (b) Development of a Selected Product owned or controlled by a Third Party for use as a comparator solely for purposes of conducting the Development Program will not constitute a breach by such Party of its exclusivity obligations set forth in Section 9.12.1 (Mutual Exclusivity Covenant), and (c) [***].

  • Notwithstanding the foregoing, Fortress shall not be entitled to exercise the Right of First Refusal with respect to additional financing obtained by CPS or its Affiliates after the Closing Date (the " Allowed Financing") so long as CPS and its Affiliates remain in compliance with the Exclusivity Covenant.

  • Notwithstanding the provisions of Section 34 to the contrary, Landlord and Tenant agree that the burdens of the Exclusivity Covenant shall run with the land and be enforceable against successor owners of the aforesaid real property as if the provisions of this Section 5,2 were contained in a lease, and related to real property located in California and governed by California law, including, without limitation.


More Definitions of Exclusivity Covenant

Exclusivity Covenant shall have the meaning set forth in Section 6.4.
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Related to Exclusivity Covenant

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • Regulatory Exclusivity Period means, with respect to each Licensed Product in any country in the Territory, a period of exclusivity (other than Patent exclusivity) granted or afforded by Applicable Law or by a Regulatory Authority in such country which confers an exclusive Commercialization period during which AbbVie or its Affiliates or Sublicensees have the exclusive right to market and sell a Licensed Compound or Licensed Product in such country through a regulatory exclusivity right.

  • Regulatory Exclusivity means any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a pharmaceutical product other than Patents, including orphan drug exclusivity, new chemical entity exclusivity, data exclusivity, or pediatric exclusivity.

  • Exclusivity means the specificity of the test method for validating microbial testing methods. It evaluates the ability of the method to distinguish the target organisms from similar but genetically distinct non-target organisms.

  • Covenant Trigger Period means the period (a) commencing on the date that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $50,000,000 and (b) continuing until there has been a period of 30 consecutive days thereafter during which at all times (i) no Event of Default exists and (ii) Availability shall have been not less than the greater of (x) 10% of Available Credit and (y) $50,000,000.

  • Exclusivity Agreement , in relation to land, means an agreement, by the owner or a lessee of the land, not to permit any person (other than the persons identified in the agreement) to construct a solar pv station on the land;”;

  • Exclusivity Period means the period beginning on the date hereof and ending on the first to occur of (a) the date six (6) months after the date hereof and (b) the mutually agreed termination of this Agreement pursuant to Section 6.01(b).

  • Previously Absent Financial Maintenance Covenant means, at any time, any financial maintenance covenant that is not included in the Loan Documents at such time.

  • Covenant Relief Period means the period commencing on the Amendment No. 1 Effective Date and ending on and including December 31, 2022.

  • Research Term has the meaning set forth in Section 3.2.

  • License Term means the duration of a License as specified in the Order.

  • Incurrence Covenant means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.

  • Mandatory Trigger Provision means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

  • Royalty Term has the meaning set forth in Section 8.4(b).

  • Standstill Period has the meaning set forth in Section 3.1.

  • Development Milestone Event shall have the meaning set forth in Section 9.2(a).

  • Covenant Compliance Event means that Excess Availability at any time is less than the greater of (a) ten (10%) percent of the Line Cap or (b) $7,000,000. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded the amounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

  • Trigger Period means the period commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change).

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. Annual Volume Commitment (“AVC”): $360,000 in Total Service Charges (“AVC”) during each contract year of the Term (following the expiration of the Ramp Period).

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Project Term the period from the Operation Commencement Date to the Expiry Date or the Termination Date, whichever occurs first, which is further described in Clause 3;