Exclusive Relationship Sample Clauses

Exclusive Relationship. You acknowledge and agree that we could not protect Confidential Information against unauthorized use or disclosure or encourage a free exchange of ideas and information among Cookie System Facilities if licensed owners of Cookie System Facilities could hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, we have granted the License to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of this Agreement and except as provided in Appendix B, neither you nor any of your owners (nor any of your or your owners' spouses or children) will: (1) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4) perform services as a director, officer, manager, employee, consultant, representative or agent for a Competitive Business, wherever located or operating; (5) recruit or hire any person who is our employee or the employee of any Cookie System Facility without obtaining the prior written permission of that person's employer; (6) divert or attempt to divert any actual or potential business or customer of the FACILITY to another business; or (7) engage in any other activity which may injure the goodwill of the Marks and System. The term "Competitive Business" as used in this Agreement means any business marketing, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliates.

Exclusive Relationship. Subject to Section 3.2, neither Kallikrein LLC, Genzyme, Dyax nor any of their respective Affiliates shall independently, or with a Third Party, conduct research or development activities regarding, or engage in the manufacture, marketing, sale or distribution of, DX-88 and any other protein/peptide product that inhibits the activity of human plasma kallikrein during the term of this Agreement other than as part of the Program. In addition, during the two-year period following termination of this Agreement, neither (a) the breaching Party and its Affiliates in the case of termination pursuant to Section 13.2.1 hereof, (b) the terminating Party and its Affiliates in the case of termination pursuant to Section 13.2.2 hereof, (c) the non-terminating Party and its Affiliates in the case of termination pursuant to Sections 13.2.3 and 13.2.4 hereof nor (d) Genzyme in the case of termination pursuant to Section 13.2.5 hereof shall independently, or with a Third Party, conduct research regarding, or engage in the manufacture, marketing, sale or distribution of, protein/peptide products that inhibit the activity of human plasma kallikrein; PROVIDED, HOWEVER, that in the event that this Agreement is terminated pursuant to Sections 13.2.2 or 13.2.5 hereof and the non-terminating Party, or Dyax in the case of termination pursuant to Section 13.2.5 hereof, does not exercise its option under Sections 13.3.2(a) or 13.3.5(a) hereof, then the restrictions set forth in this sentence shall not apply. Notwithstanding the foregoing, nothing herein is intended to restrict Genzyme, Dyax or their respective Affiliates from conducting research or development activities regarding, or engaging in the manufacture, marketing, sale or distribution of, "small molecule" drugs (as defined in Section 1.3).

Exclusive Relationship. The parties acknowledge and agree that Impax will obtain access to Confidential Information of Medicis with respect to the Original Products and any development work relating to the New Product, all of which may provide Impax with a competitive advantage. Accordingly, during the term of this Agreement and for XXXXX thereafter (unless this Agreement is terminated on account of Medicis’ uncured material breach of its payment obligations under this Agreement), Impax shall not, and nor shall Impax directly or indirectly encourage or assist any Third Party to, develop and/or commercialize any product that contains XXXXX; provided, however, that such restriction shall not apply to XXXXX.

Exclusive Relationship. 9.1 During the term of this Agreement the parties shall work exclusively with one another for Compound delivery by MTS. 9.2 In the event that RADIUS elects to further develop the Product developed by 3M hereunder for commercialization, 3M shall have the exclusive right to further develop and manufacture Product for RADIUS and/or RADIUS licensees at a reasonable, good faith price, consistent with customary drug supply pricing and such other terms and conditions as are reasonable and customary in the commercial supply of pharmaceutical compounds. Any such development and supply agreements shall be negotiated in good faith between the parties. 3M’s pricing for commercial supply of Product to RADIUS and/or RADIUS licensees will depend, among other things, on such factors as the components used, packaging, formulation, sales volume, and other costs that are not known at this time. 3M shall make its election with respect to further development and commercial manufacture/supply upon request by RADIUS at any time following completion of Phase I clinical testing of Product, and if 3M elects to further develop and manufacture/supply Product, 3M and RADIUS shall promptly negotiate in good faith the terms of a formal “Commercial Supply Agreement” within 6 months of the start of Phase II clinical testing. 9.3 Neither RADIUS nor 3M has any obligation under this Agreement to proceed beyond the Workplan.

Exclusive Relationship. During the term of this Agreement, Fiscal Sponsor will serve as the exclusive fiscal sponsor for the Project, meaning no other entity may hold assets or incur liabilities on behalf of the Project, engage in Project activity, or represent the Project as its own program.

Exclusive Relationship. Except as otherwise expressly provided herein ---------------------- during the term of this Agreement, neither BioMarin/Genzyme LLC, Genzyme nor BioMarin, nor any of their respective Affiliates shall independently, or with or through a Third Party, conduct research or development activities regarding, or engage in the manufacture, marketing, sale or distribution of, Collaboration Products in the Field and in the Territory other than as part of the Program. In addition, during the two-year period following termination of this Agreement, neither (a) the breaching Party and its Affiliates in the case of termination pursuant to Section 13.2.1 hereof, (b) Genzyme or its Affiliates in the case of termination pursuant to Section 13.2.2 hereof, (c) the terminating Party and its Affiliates in the case of termination pursuant to Section 13.2.3 hereof or (d) the non-terminating Party and its Affiliates in the case of termination pursuant to Sections 13.2.4 or 13.2.5 hereof shall independently, or with or through a Third Party, conduct research regarding, or engage in the manufacture, marketing, sale or distribution of, Collaboration Products in the Field and in the Territory; provided, however, that in the event that this Agreement is terminated pursuant to Section 13.2.3 hereof and the non-terminating Party does not exercise its option under Section 13.3.3(a) hereof, then the restrictions set forth in this sentence shall not apply. Notwithstanding the foregoing, except as provided in Section 3.1.5 nothing herein is intended to restrict BioMarin, Genzyme or their respective Affiliates from conducting research or development activities regarding, or engaging in the manufacture, marketing, sale or distribution of Gene Therapy products targeted to MPS I and other Alpha- L-iduronidase deficiencies.

Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition that the Marketer will deal exclusively with the Franchisor. The Marketer acknowledges and agrees that the Franchisor would be unable to protect its Confidential Information and would be unable to encourage a free exchange of ideas and information among area marketers and the Franchisor if area marketers were permitted to hold interests in any Competitive Business, as defined below. The Marketer therefore agrees that, during the term hereof, neither the Marketer, the Marketer's officers, directors, shareholders, members, managers, partners and equivalents who participate in the management of the Marketer, nor the Marketer's spouse, and, if applicable, the Principal Owner, shall: a. have any direct or indirect interest as a disclosed or beneficial owner in a "Competitive Business," which shall be defined as a business operating or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated under franchise agreements with the Franchisor) from the sale of packaging and mailing products or services; b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business; c. perform services as a director, officer, manager, employee, consultant, representative, agent or the equivalent for a Competitive Business; or d. divert or attempt to divert any business related to, or any customer or account of, the Marketer Business, the Franchisor's business or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor to any Competitive Business by any direct inducement or otherwise. Notwithstanding the foregoing, the Marketer shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstanding.

Exclusive Relationship. 8 2.05.01 SIGNAL .................................................. 8 2.05.02

Exclusive Relationship. Except for the three (3) "