Exclusivity Covenant Clause Samples

Exclusivity Covenant. During the Term of this Agreement, except to the extent required for CytomX to fulfill its obligations under the Agreement, CytomX and its Affiliates will not engage in, and will not license or otherwise grant any right to, or enter into any collaborative arrangement with, any Third Party to engage in, any activity where a goal of such activity is to Develop or Commercialize any Probody or PDC Targeting any Research Project Target for which Pfizer has exercised its Option for use in the Field, except that Pfizer acknowledges and agrees that CytomX and its Affiliates may continue Development of and Commercialize (and to license and enter into collaborative arrangements regarding) an EGFR Probody as a Probody but not as a PDC.

Exclusivity Covenant. While employed by the Bank, except with the written consent of the Board, the Employee will not undertake or engage in any other employment occupation or business enterprise other than a business enterprise in which the Employee does not actively participate. Further, while employed by the Bank, the Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest adverse or antagonistic to the Bank, its business or prospects, financial or otherwise, or take any action towards any of the foregoing, except for any investment representing less than 1% of the voting shares of any publicly-held corporation.

Exclusivity Covenant. Except with the written consent of the Board, Employee will not undertake or engage in any other employment, occupation or business enterprise other than a business enterprise in which Employee does not actively participate. Further, Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest in the Territory adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or subject to Section 2.5 below, in competition with the Company, or take any action towards any of the foregoing.

Exclusivity Covenant. During the Research Term and for *** after the Research Term, except to the extent required for MacroGenics to fulfill its obligations under this Agreement, neither MacroGenics nor any of its Affiliates will (i) (either directly or with or through a Third Party) Develop, Manufacture or Commercialize any T-DART or Research Program Antibody (other than a Passed MacroGenics Antibody) Targeting any Research Project Target or any Reserved Target or (ii) license or otherwise grant any right to any Third Party to Develop, Manufacture or Commercialize any T-DART or Research Program Antibody (other than a Passed MacroGenics Antibody) Targeting any Research Project Target or any Reserved Target.

Exclusivity Covenant. Subject to Section 2.6.3 (Acquisition by Third Parties) and Section 2.6.4 (Acquisitions of Third Parties), during the Term neither Party will, and will ensure that its Affiliates do not, independently or for or with any Third Party, [***] unless agreed in writing by the Parties (the “Competitive Activities”).

Exclusivity Covenant. During the Agreement's term, Executive will not undertake or engage in any other employment, occupation or business enterprise other than a business enterprise in which Executive does not actively participate. Further, Executive agrees not to acquire, assume, or participate in, directly or indirectly, any position, investment, or interest adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or take any action towards any of the foregoing. The provisions of this Paragraph shall not prevent Executive from owning shares of any competitor of the Company so long as such shares (i) do not constitute more than 1% of the outstanding equity of such competitor, and (ii) are regularly traded on a recognized exchange or listed for trading by NASDAQ in the over-the-counter market.

Exclusivity Covenant. Subject to Alnylam Third Party Obligations and Section 15.15: (a) During the Research Term and for a period of [**] thereafter, neither Party nor such Party’s Affiliates shall, except pursuant to this Agreement, directly or indirectly, conduct Development of, Manufacture or Commercialize, anywhere in the Territory, any Competitive Product, or grant any rights to a Third Party to do any of the foregoing. (b) After the Research Term, during the period of Development prior to the first Regulatory Approval in the Territory of a Licensed Product under the Program for the given Program Target(s) to which such Licensed Product is directed, neither Party nor such Party’s Affiliates shall, except pursuant to this Agreement, directly or indirectly, conduct Development of, Manufacture or Commercialize, anywhere in the Territory, any Competitive Product directed to such given Program Target(s), or grant any rights to a Third Party to do any of the foregoing. Without limiting the foregoing exclusivity with respect to any Program Target(s) that remain in the Program, if either Party exercises its Opt-Out Right during such period of Development prior to the first Regulatory Approval for any Opt-Out Product(s) in the Territory and the other Party assumes the unilateral Development and Commercialization of such Opt-Out Product(s), the opting-out Party and its Affiliates shall not, except pursuant to this Agreement, directly or indirectly, conduct Development in a Phase II Study of, or Commercialize, anywhere in the Territory, any Competitive Product directed against the same Program Target(s) as the Opt-Out Product(s), or grant any rights to a Third Party to do any of the foregoing, for a period of [**] from and after the effective date of such opt-out. (c) For a period of [**] after the first Regulatory Approval in the Territory for a Licensed Product under the Program for the given Program Target(s) to which such Licensed Product is directed, neither Party nor such Party’s Affiliates shall, except pursuant to this Agreement, directly or indirectly, conduct Development in a Phase III Study of, or Commercialize, anywhere in the Territory, any Competitive Product directed to such given Program Target(s), or grant any rights to a Third Party to do any of the foregoing. Without limiting the foregoing exclusivity with respect to any Program Target(s) that remain in the Program, if either Party exercises its Opt-Out Right during such period of [**] after the first Regulatory Ap...

Exclusivity Covenant. During the Term, Advaccine hereby covenants not to, itself or through any Affiliate or Third Party, Develop, Manufacture or Commercialize any Competing Product in the Field in the Advaccine Territory. For clarity, the foregoing restrictions shall not apply to (i) internal research and internal non good laboratory practices preclinical work by either Party; and (ii) any Development, Manufacture and Commercialization of any Combination Product by Advaccine in the Advaccine Territory upon mutual agreement of the Parties.

Exclusivity Covenant. For a period of ten (10) years following the Effective Date, SpinCo Licensees will not, and will not permit or authorize any Third Party to, commercialize a Patch Pump Product with the features set forth in Schedule VII for applications other than infusion of insulin or insulin analogs. In the event the SpinCo Licensees acquire a Third Party, the covenant in this Section 2.2(c) shall not extend to such Third Party’s Patch Pump Products (and natural extensions of such products) sold, distributed, provided or otherwise commercialized at any time prior to the consummation of such transaction resulting in the acquisition of such Third Party; provided, for clarity, that the licenses granted herein will not extend to any such Patch Pump Products of the Third Party.