Exclusive Working Relationship Sample Clauses
The Exclusive Working Relationship clause establishes that the parties involved agree to work solely with each other for the duration of their agreement, prohibiting either party from engaging in similar business relationships with competitors or third parties. In practice, this means that, for example, a contractor cannot provide the same services to another client in the same industry, and the client cannot hire another provider for overlapping services during the exclusivity period. This clause is primarily used to protect the interests of both parties by ensuring commitment and preventing conflicts of interest, thereby fostering trust and focus in the business relationship.
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Exclusive Working Relationship. Notwithstanding the licenses granted under Sections 2.1 and 2.2 hereof, it is expressly understood and agreed by the Parties that
(a) during the Screening Phase and the Screening Phase Tail, ViroPharma and its Affiliates shall work exclusively with AHPC and AHPC's Affiliates in the Screening, Research, Development and Commercialization of Compounds and pharmaceutical products for use in the Field, provided, however, that during the Screening Phase Tail, either Party and/or its Affiliates shall be free to continue the Screening of Tail Compounds either independently or exclusively with the other Party and the other Party's Affiliates, but not with any Third Party,
(b) after the end of the Screening Phase Tail ViroPharma and its Affiliates shall be free to conduct Screening of Compounds (other than Compounds from the AHPC Chemical Library or to which AHPC otherwise has proprietary rights) against Targets that are not Active Collaboration Targets and, provided that such Compounds are not active against any Active Collaboration Target, ViroPharma and its Affiliates shall be free to conduct Research, Development and Commercialization with respect to such Compounds,
(c) during the Research Program, AHPC and its Affiliates shall work exclusively with ViroPharma and its Affiliates on the development of Compounds which are directed against Active Collaboration Targets, and
(d) during the term of this Agreement, neither Party nor its Affiliates shall develop or commercialize any Active Compound for use outside of the Field, except in collaboration with the other Party and such other Party's Affiliates pursuant to an agreement to be negotiated by the Parties. Notwithstanding the foregoing, once a Compound has ceased to be an Active Compound, the Parties and their respective Affiliates shall be free to develop and/or commercialize such Compound for use outside of the Field, provided, however, that with respect to such Compound, as of the time such Compound ceases to be an Active Compound, AHPC and its Affiliates shall have no further rights or licenses under the ViroPharma Technology and ViroPharma and its Affiliates shall have no further rights or licenses under the AHPC Technology. For the sake of clarity, AHPC would have no obligation to work exclusively with ViroPharma (i) with respect to any Biomolecule based pharmaceutical products regardless of the Target of such product, (ii) with respect to Small Molecules based pharmaceutical products directed against Target...
Exclusive Working Relationship. Except as expressly set forth in this Agreement, it is understood and agreed by the Parties that: (a) *** the Parties shall work exclusively with each other in the Field under the terms of this Agreement, (b) *** the Parties shall have the right, alone but not in collaboration with or through the grant of rights to any Third Party, to research, develop, manufacture and commercialize, in the Field, product candidates and products, as applicable, other than R&D Candidates and Products under this Agreement, (c) *** the Parties shall have the right, either alone or in collaboration with or through the grant of rights to any Third Party, to research, develop, manufacture and commercialize, in the Field, product candidates and products, as applicable, other than R&D Candidates and Products under this Agreement, and (d) *** the Parties shall work exclusively with each other to Research, Develop, Manufacture and Commercialize R&D Candidates and Products, and shall not, either alone or in collaboration with or through the grant of rights to any Third Party, develop, make, import, export, distribute, offer for sale, sell, or otherwise commercialize, outside of the Field, such R&D Candidate or Product in any country in the Territory.
Exclusive Working Relationship. Except as expressly set forth in this Agreement and subject to the other terms and conditions of this Agreement, for separate and valuable consideration, it is understood and agreed by the Parties that:
(a) During the Research Term, with respect solely to Research and Development in the Field and subject to Section 13.1, each Party shall work exclusively with the other Party.
(i) In discharge of its obligations pursuant to this Section 2.2(a), but without limiting its obligations thereunder, CAT shall refuse to permit, on a Target by Target basis, use of, access to or grant a license for, as applicable, both the CAT Technology and/or the CAT Intellectual Property to any Third Party whom, having discharged its obligations under Sec- tion 2.4, [***]. Nothing in Section 2.2(a) shall preclude incidental activities by CAT in the Field utilizing technologies, including without limitation the CAT Technology and any technology other than the ELAN Technology so long as such activities are not pursuant to any arrangement, written or otherwise, [***].
(ii) In discharge of its obligations pursuant to this Section 2.2(a), but without limiting its obligations thereunder, ELAN shall refuse to permit, on a Target by Target basis, use of, access to or grant a license for, as applicable, both the ELAN Technology and/or the ELAN Intellectual Property (other than any ELAN Prior Invention and solely to the extent such ELAN Intellectual Property directly claims a Specific Target or the use thereof as a pharmaceutical, therapeutic or medicinal agent, item, or product) to any Third Party whom ELAN, having discharged its obligations under Section 2.4 [***] provided, however, that the provisions of this Section 2.2(a)(ii) shall only apply (unless CAT otherwise consents in writing) to [***]. Nothing in Section 2.2(a) shall preclude incidental activities by ELAN in the Field utilizing technologies, including without limitation the ELAN Technology and any technology other than the CAT Technology, so long as such activities are not pursuant to any arrangement, written or otherwise, [***].
(b) Except as otherwise provided for in Sections 2.2(d)(ii) through 2.2(d)(iii), during the Research Term, the Parties shall work exclusively with each other on Specific Targets, R&D Candidates and Collaboration Products.
(c) Following the expiration of the Research Term, the Parties shall work exclusively with each other to Research, Develop, Manufacture and Commercialize R&D Candidates and Collabora...
Exclusive Working Relationship