Exclusive Product Categories Clause Samples

Exclusive Product Categories. Subject to the terms and conditions of this Agreement, ADM shall have the exclusive rights set forth in Section 3.2(a) and (b) below with respect to the Exclusive Product Categories. ADM shall maintain the Exclusive ADM Rights throughout the Term as long as (i) ADM timely pays BH all fees due under this Agreement as set forth in Article 6 (including the Back End Value Share Payments, Annual Technology Access Fees and any applicable Milestone Payments), subject to ADM’s right to dispute in good faith any payment or claim of late payment (including disputes relating to Back End Value Share Payment calculations and milestone achievements) and provided that the Exclusive ADM Rights will continue pending resolution of any such dispute; and (ii) BH has not converted the Exclusive ADM Rights into non-exclusive rights pursuant to Section 2.10 (a payment failure under (i) or a conversion to non-exclusive rights under (ii), a “Conversion Event”). A Conversion Event under (i) will be effective upon [**], and a Conversion Event under (ii) will be effective on [**] (in each case, the “Conversion Effective Date”). Following the occurrence of a Conversion Event, effective as of the Conversion Effective Date, the Exclusive ADM Rights shall become non-exclusive for the remainder of the Term, and, accordingly, all obligations of BH in Section 3.2(a)(ii), Section 3.2(b)(ii), Section 3.2(b)(iii) and Section 3.2(b)(iv) shall cease and have no further effect.