Common use of Exclusive Relationship Clause in Contracts

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. Except as otherwise expressly provided herein ---------------------- during the term of this AgreementSubject to Section 3.2, neither BioMarin/Genzyme Kallikrein LLC, Genzyme nor BioMarinGenzyme, Dyax 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 DX-88 and any other protein/peptide product that inhibits the Field and in activity of human plasma kallikrein during the Territory 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) Genzyme or the terminating Party and 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 13.2.3 and 13.2.4 or hereof nor (d) Genzyme in the case of termination pursuant to Section 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 protein/peptide products that inhibit the Field and in the Territoryactivity of human plasma kallikrein; providedPROVIDED, howeverHOWEVER, that in the event that this Agreement is terminated pursuant to Section 13.2.3 Sections 13.2.2 or 13.2.5 hereof and the non-terminating Party Party, or Dyax in the case of termination pursuant to Section 13.2.5 hereof, does not exercise its option under Section 13.3.3(aSections 13.3.2(a) or 13.3.5(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 BioMarinGenzyme, Genzyme Dyax 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 deficienciesof, "small molecule" drugs (as defined in Section 1.3).

Exclusive Relationship. Except as otherwise expressly provided herein ---------------------- during During the term of this Agreement, neither BioMarin/Genzyme RenaGel LLC, Genzyme GelTex nor BioMarinGenzyme, 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 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 or 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 and 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 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. Except as otherwise expressly provided herein ---------------------- during During the term of this Agreement, neither BioMarin/Genzyme ATIII LLC, Genzyme nor BioMarinGTC, 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 products comprising tgATIII 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-non- terminating Party and its Affiliates in the case of termination pursuant to Sections Section 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 products comprising tgATIII 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) 13.3.3 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, GTC or Genzyme or their respective Affiliates from conducting research or development activities regarding, or engaging in the manufacture, marketing, sale or distribution of Gene Therapy of, products that have substantially different biomedical pathways and are targeted to MPS I and other Alpha- L-iduronidase deficienciesthe same indications included hereunder.

Exclusive Relationship. Except as otherwise expressly provided herein ---------------------- during the term of this AgreementSubject to Section 3.2, neither BioMarin/Genzyme Kallikrein LLC, Genzyme nor BioMarinGenzyme, Dyax 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 EPI-KAL-2 and any other protein/peptide product that inhibits the Field and in activity of human plasma kallikrein during the Territory 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) 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 13.2.2 hereof or (dc) the non-terminating Party and its Affiliates in the case of termination pursuant to Sections 13.2.3 and 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 protein/peptide products that inhibit the Field and in the Territoryactivity of human plasma kallikrein; providedPROVIDED, howeverHOWEVER, that in the event that this Agreement is terminated pursuant to Section 13.2.3 13.2.2 hereof and the non-terminating Party does not exercise its option under Section 13.3.3(a13.3.2(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 BioMarinGenzyme, Genzyme Dyax 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 deficienciesof, "small molecule" drugs (as defined in Section 1.2).