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 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. Except as provided in Section 2.5 and in Sections 2.8.3 and 2.8.4 below and subject to Section 2.8.5 below, during the period of time that commences on the Agreement Date and until the earlier of: (i) the date that is *** ***, or (ii) such date as it is determined under Section 4.4.1 that BMS is not using Diligent Efforts to develop or market at least one Collaboration Compound, each Party and its Affiliates shall not (and such Party shall cause its Affiliates not to): *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 2.8.1.1 conduct pre-clinical or clinical research testing, other than the Research Program, whether on its own or as part of a collaborative alliance with (or contracted services to) any Third Party, a goal of which is to discover or develop any small molecule compound within the Field; PROVIDED, that the foregoing shall not apply to Pre-Clinical and Clinical Development of any Collaboration Lead Compound or Product by BMS in furtherance of this Agreement, to the exercise by BMS of the rights granted to it under Article 5 following the Research Term in furtherance of this Agreement, or to the exercise of any sublicense rights granted to BMS under Article 5 hereof (and any collaboration by BMS with any such sublicensee in connection with the grant of such rights)in furtherance of this Agreement; and 2.8.1.2 grant any rights under any Background Technology, Patent Rights, Know-How, or Collaboration Technology Controlled by such Party to any Third Party or to any Affiliates of such Third Party a purpose of which is to conduct research, development, use, manufacture, sale or commercialization of any small molecule compound within the Field; PROVIDED, that the foregoing shall not apply to the grant by BMS of such rights under the foregoing as BMS deems appropriate in connection with the grant of a sublicense pursuant to Section 5.1.4 hereof; and 2.8.1.3 grant any rights under any Background Technology, Patent Rights, Know-How or Collaboration Technology Controlled by such Party to any Third Party or to any Affiliates of such Third Party for primary screening against the Designated Target or for the purpose of identifying any small molecule compound for use within the Field; PROVIDED, that the foregoing shall not apply to the grant by BMS of such rights under the foregoing as BMS deems appropriate in connection with the grant of a sublicense pursuant to Section 5.1...

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. (a) During the period starting on the [***] and continuing until the earlier to occur of (i) [***] and (ii) [***] (such period, “Covenant Period 1”), neither FOSUN nor any of its Affiliates shall, except as otherwise expressly permitted in this Agreement, either by itself or through a Third Party, [***]. Notwithstanding the above, in the event that [***], FOSUN will not be in violation of this Section 2.10(a); provided, that (i) [***] and (ii) [***] during Covenant Period 1 or Covenant Period 2. (b) During the period starting on the Effective Date and continuing until [***] (such period, “Covenant Period 2”), neither FOSUN nor any of its Affiliates shall, except as otherwise expressly permitted in this Agreement, either by itself or through a Third Party, [***] in the Territory any Competitive Product [***]; provided that [***]. Notwithstanding the above, in the event that [***] or a [***], the sale or distribution of the Competitive Product by such Affiliate shall not be a violation of this Section 2.10(b); provided, that, [***], and provided, further that [***]. (c) Notwithstanding the aforesaid, neither FOSUN’s nor any of FOSUN Affiliates’ direct or indirect acquisition of or merger with, in whole or in part, a Person (or group of companies) or the business of a Person (or group of companies), which will become an Affiliate of FOSUN or controlled by FOSUN immediately after closing of such acquisition or merger transaction, having any activity contravening the covenant set forth above in this Section 2.10, shall constitute a breach of such covenants by FOSUN, if, [***] FOSUN shall either (i) provide Ardelyx with written notice of its, or its Affiliates’, as the case may be, [***], or (ii) exercises its right to terminate this Agreement pursuant to Section ‎11.02(b)(i), in which case such termination shall be effective [***] ([***]) days after Ardelyx’s receipt of a written notice of termination from FOSUN. In the event that FOSUN provides a written notice of its or its Affiliates’ [***] pursuant to the above, then (X) FOSUN shall (or, as the case may be, cause its relevant Affiliate to) diligently pursue [***], and in any case, [***] after the closing of the acquisition or merger transaction under which the relevant business was acquired, and (Y) neither FOSUN nor its Affiliates, as the case may be, shall during such [***] ([***]) [***] period, [***] the product in question, unless the product [***]. Notwithstanding the foregoing, FOSUN’s or any of FOSUN...

Exclusivity Covenant. Parent Licensors shall not, and shall not permit or authorize any Third Party to, commercialize SafetyGlide TNT syringes (or products not more than colorably distinct therefrom) labeled and sold specifically for diabetes applications. Examples of such syringes include BD catalog numbers 305946, 328449 and 328447.