Common use of Limited Exclusivity Clause in Contracts

Limited Exclusivity. The foregoing license granted by Broncus to Asthmatx under Section 2.1(a) above will be exclusive to Asthmatx, but only to the following limited extent: (i) so long as the license granted to Asthmatx under Section 2.1(a) remains in effect, Broncus will not itself exercise or practice within the Asthmatx Field any of the rights with respect to Broncus Existing IP that Broncus has granted to Asthmatx under Section 2.1(a); and (ii) so long as the license granted to Asthmatx under Section 2.1(a) remains in effect, Broncus will not license any third party to any of the rights with respect to Broncus Existing IP or Broncus Future IP within the Asthmatx Field that Broncus has granted to Asthmatx under Section 2.1(a). However, it is expressly acknowledged and agreed that nothing shall restrict or prevent Broncus from transferring or assigning any and all of its right, title and interest in and to this Agreement, any and all Broncus Existing IP, Broncus Future IP or any other assets pursuant to, or in connection with (a) any merger or consolidation to which Broncus is a party or is a constituent corporation or (b) any sale or other disposition of all or substantially all of Broncus’ assets, in either case so long as the survivor of such merger or consolidation or such acquiror or successor (as applicable) agrees, in a writing signed by such acquiror or successor, to be bound by, and to comply with, all Broncus’ obligations under this Agreement and to assume all Broncus’ liabilities and obligations under this Agreement.

Limited Exclusivity. The foregoing license granted by Asthmatx to Broncus to Asthmatx under Section 2.1(a2.2(a) above will be exclusive to AsthmatxBroncus, but only to the following limited extent: (i) so long as the license granted to Asthmatx Broncus under Section 2.1(a2.2(a) remains in effect, Broncus Asthmatx will not itself exercise or practice within the Asthmatx Broncus Field any of the rights with respect to Broncus Asthmatx Existing IP that Broncus Asthmatx has granted to Asthmatx Broncus under Section 2.1(a2.2(a); and (ii) so long as the license granted to Asthmatx under Section 2.1(a2.2(a) remains in effect, Broncus Asthmatx will not license any third party to any of the rights with respect to Broncus Asthmatx Existing IP or Broncus Asthmatx Future IP within the Asthmatx Broncus Field that Broncus Asthmatx has granted to Asthmatx Broncus under Section 2.1(a2.2(a). However, it is expressly acknowledged and agreed that nothing shall restrict or prevent Broncus Asthmatx from transferring or assigning any and all of its right, title and interest in and to this Agreement, any and all Broncus Asthmatx Existing IP, Broncus Asthmatx Future IP or any other assets pursuant to, or in connection with (a) any merger or consolidation to which Broncus Asthmatx is a party or is a constituent corporation or (b) any sale or other disposition of all or substantially all of Broncus’ Asthmatx’s assets, in either case so long as the survivor of such merger or consolidation or such acquiror or successor (as applicable) agrees, in a writing signed by such acquiror or successor, to be bound by, and to comply with, all Broncus’ Asthmatx’s obligations under this Agreement and to assume all Broncus’ Asthmatx’s liabilities and obligations under this Agreement.