Exclusivity Exception Clause Samples
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Exclusivity Exception. Notwithstanding anything to the contrary in this Agreement, Section 8.5.2(a) shall not be deemed to restrict or prevent ▇▇▇▇▇▇ from entering into non-exclusive license agreements with Third Parties with respect to the use of [*****], ▇▇▇▇▇▇ shall (i) provide Enanta with written notice of such license grant and (ii) pay Enanta a royalty equal to [*****] of all royalty payments received by ▇▇▇▇▇▇ under such license agreement for a co-formulation of an Additional Compound in each country in the Territory in which a Product is then being Commercialized, commencing with the Calendar Year (or partial Calendar Year) in which the First Commercial Sale of such Additional Compound occurs and ending upon the date on which the Product or the Additional Product is no longer being Commercialized in such country.
Exclusivity Exception. Notwithstanding anything to the contrary in this Agreement, Section 8.5.1(a) shall not be deemed to restrict or prevent Enanta from conducting any activity under that certain License and Option Agreement dated as of May 4, 2005 by and between Enanta and Chiron Corporation.
Exclusivity Exception. Sections 3.6 and 3.7 do not apply to:
(a) and
Exclusivity Exception. Sections 5.1 of the Existing Agreement (Limitations prior to September 1, 1999) and 9.18 of the Existing Agreement (Social Expression Products) are hereby deleted in their entirety.
Exclusivity Exception. (a) Neither Company nor Nyer shall (and neither Party shall cause or authorize any partner, director, officer, trustee, employee, or agent of it to, and shall not cause any equity holder of it to), directly or indirectly:
(i) solicit, initiate or encourage any inquiries or the submission of any proposal or offer from any Person relating to any (A) liquidation, dissolution or recapitalization of the Company, (B) merger or consolidation with or into the Company, (C) acquisition or purchase of any material asset (or any material portion of the assets) of, or any equity interest in, the Company, or (D) similar transaction or business combination involving the Company, other than with respect to the WAG Transaction ((A), (B), (C) and (D) being a “Sale Transaction”);
(ii) participate in any discussions or negotiations regarding, or furnish any information (other than information which is traditionally provided in the ordinary course of the business as conducted by the Company) with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any other Person to do or seek, a Sale Transaction; or
(iii) accept any offer or proposal for or enter into any Sale Transaction. Nyer shall promptly notify the Management Representatives if any Person makes an unsolicited proposal or offer with respect to any of the foregoing and will provide the Management Representatives with reasonable detail regarding such proposal or offer including a summary of the terms, conditions and price of any oral proposal or offer and a copy of any written proposal or offer and the identity of the offeror.
(b) Notwithstanding the foregoing, if Nyer receives an unsolicited bona fide written proposal for a Sale Transaction from a third party (“Alternate Transaction”), Nyer may furnish non-public information to, and negotiate with such third party; provided, however, such Alternate Transaction’s economic consideration for Nyer shall be at least $100,000 or greater than the consideration (cash and assumption of Liabilities) offered by the Management Investors and the Company under this Agreement, and provided, further, that Nyer provide Management Representatives with written notice as provided below and Nyer and the Company, jointly and severally, shall owe to the Management Investors an amount equal to all of their reasonable actual out of pocket expenses, including without limitation attorneys’ fees, incurred by the Management Investors in connection with th...
Exclusivity Exception. Contractor will be the exclusive provider of all surge/backupemergency ambulance services for CMF&R except in exigent and extenuating circumstances when, in the sole discretion of CMF&R personnel, it is in the patient’s best interest to be transported by alternative means, which may include another ambulance company.