Exclusivity Covenants Clause Samples
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Exclusivity Covenants. From the date of this Agreement, each Stockholder, in his capacity as a stockholder and not in his capacity as a director of the Company, covenants and agrees to negotiate exclusively with DLB and ADI with regard to the acquisition of the Company and will not directly or indirectly: (i) solicit any other buyers for all or any part of the capital stock or assets of the Company or any of its subsidiaries; (ii) encourage any third parties to bid for any of the assets of the Company or any of its subsidiaries or to purchase shares of its capital stock, or participate in any negotiations or discussions with any such third parties with respect to such matters; (iii) provide business or financial information (not otherwise publicly available) concerning the Company or any of its subsidiaries to any third parties (except as required for the making of necessary regulatory filings or in any judicial or administrative
Exclusivity Covenants. 2.13.1 [***]. Subject to Section 2.13.4(a) and Section 2.13.5, during [***], each Party agrees that, except in the performance of its obligations or exercise of its rights under this Agreement, [***] with respect to the discovery, research, development, manufacture or commercialization in the Field of (a) [***] or (b) [***]. For the avoidance of doubt, each Party’s obligations under this Section 2.13.1 will terminate (i) with respect to [***] and (ii) with respect to [***].
2.13.2 [***]. Subject to Section 2.13.4(a) and Section 2.13.5, during [***], each Party agrees that, except in the performance of its obligations or exercise of its rights under this Agreement, [***] with respect to the discovery, research, development, manufacture or commercialization in the Field of (a) [***] or (b) [***]. For the avoidance of doubt, each Party’s obligations under this Section 2.13.2 will terminate with respect to a [***] upon [***].
2.13.3 [***]. Subject to Section 2.13.4(a) and Section 2.13.5, commencing on the Effective Date and [***] hereunder, [***] with respect to the discovery, research, development, manufacture or commercialization in the Field of (a) [***] or (b) [***]; provided, however, that notwithstanding the foregoing, during such period, [***].
Exclusivity Covenants. The Parties agree as set forth below to certain exclusivity covenants with respect to each Product and Exclusive Target.
Exclusivity Covenants. 10.6.1 From and after the Original Agreement Effective Date and [***], on a Collaboration Target-by-Collaboration Target basis, except as expressly permitted under this Agreement, each Party and its Affiliates will not [***].
10.6.2 From and after the Original Agreement Effective Date and [***], for Collaboration Target 1, each Party and its Affiliates will not, itself or through any Affiliate or Third Party [***].
10.6.3 From and after the Original Agreement Effective Date and [***], for Collaboration Target 1 [***].
10.6.4 From and after the Original Agreement Effective Date and [***], with respect to Collaboration Target 1, Kymera and its Affiliates will [***].
10.6.5 The Parties hereby acknowledge and agree that neither Party’s obligations under this Section 10.6 will apply to any activities intended by such Party or any of its Affiliates to ensure its compliance with this Section 10.6 (e.g., using screening assays for compounds). In addition, notwithstanding the foregoing, the rights and licenses granted to the Counterparty pursuant to the Third Party Agreement, and the Counterparty’s practice of such rights and licenses, did not and will not constitute a breach of this Section 10.6.
Exclusivity Covenants. Subject to Section 4.6 and Section 4.7, during the Term, except in the performance of its obligations or exercise of its rights under this Agreement, neither Company nor any of its Affiliates will work independently or for or with, or grant any license or similar right to, any Third Party with respect to the [***].
Exclusivity Covenants. During each period beginning with the delivery of a Company [****] Transaction Notice or Company [****] Transaction Notice, as applicable, and ending with the applicable Termination Date (as defined below), the Company and the Holders covenant and agree that the Company shall not sell, lease, license or otherwise transfer any of the Company’s material assets or any material interest in the Company’s material assets to any third party (including without limitation, any parent, subsidiary or affiliate of the Company), or take any other action the effect of which would be to materially reduce the value of the Company or the BASIC Right of First Refusal or BASIC Right of Last Offer, except in the ordinary and usual course of business consistent with past practice on a non-exclusive basis or with the prior written consent of BASIC.
Exclusivity Covenants. Each Party agrees that, except in the performance of its obligations or exercise of its rights under this Agreement, and except as set forth in Section 2.1.2 or Section 2.1.3:
Exclusivity Covenants. (a) Lilly shall not use or practice any Lilly Licensed Technology in contravention or violation of the rights thereunder or thereto granted to the Company pursuant to Section 2.1. Lilly shall not grant licenses or otherwise transfer any rights to any person or entity if and to the extent that any such grant or other transfer would violate, contravene, conflict with, or be inconsistent with, the rights exclusively licensed to the Company pursuant to Section 2.1 hereof. The foregoing provisions of this Section 2.4(a) shall not preclude Lilly from using or practicing any Lilly Licensed Technology or from granting licenses to any person or entity to use or practice any Lilly Licensed Technology, in either case to the extent that such use or practice of Lilly Licensed Technology by Lilly is permitted under, and complies with, the provisions of either Section 2.3 or Section 2.5. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(b) Neither Lilly nor its Affiliates (i) shall (either alone or in collaboration with any Third Person) research, seek to discover or identify, develop, make, have made, use, distribute, market, sell or otherwise commercialize any Compound, Modified Compound or Product except if and to the extent expressly provided or permitted in this Agreement and in accordance with the terms of this Agreement or (ii) shall grant to any person (other than the Company) any right or license to discover, identify, research, develop, make, have made, use, distribute, market, sell or otherwise commercialize any Compound, Modified Compound or Product except if and to the extent expressly provided or permitted in this Agreement and in accordance with the terms of this Agreement.
Exclusivity Covenants. Subject to Section 2.10.2 (Arrowhead Change of Control), except as expressly permitted under this Agreement:
(a) during [***] and on a Target-by-Target basis (the “Target Exclusivity Period”), Arrowhead will not, and will ensure that its Affiliates do not, independently or for or with any Third Party, Develop or Commercialize in the Territory any compound or product that is Directed To such Target [***], including through the use of Arrowhead Technology, ligand and antibody technologies, or siRNA (such compound or product, a “Target Competing Product” and such activities, the “Target Competitive Activities”), except in accordance with Section 13.7.2 (Exclusivity);
(b) during [***] (the “SCA Exclusivity Period”), Arrowhead will not, and will ensure that its Affiliates do not, independently or for or with any Third Party, Develop or Commercialize in the Territory any compound or product for [***], including through the use of Arrowhead Technology, including ligand and antibody technologies, or siRNA (such compound or product, a “SCA Competing Product” and such activities, the “SCA Competitive Activities”), except in accordance with Section 13.7.2 (Exclusivity);
(c) until [***] (the “SM Exclusivity Period”), Arrowhead will not, and will ensure that its Affiliates do not, independently or for or with any Third Party, Develop or Commercialize in the Territory any compound or product that is Directed To an Exclusive SM Target [***], including through the use of Arrowhead Technology, including ligand and antibody technologies, or siRNA (such compound or product, an “SM Competing Product” and such activities, the “SM Competitive Activities”); and
(d) during [***], Arrowhead will not, and will ensure that its Affiliates do not, independently or for or with any Third Party, Develop or Commercialize in the Territory any compound or product that is Directed To any SM Reserved Target [***], including through the use of Arrowhead Technology, ligand and antibody technologies, or siRNA.
Exclusivity Covenants. Neither Party will have any further obligations under Section 2.1.1 of this Agreement.