Common use of Exclusivity Period Clause in Contracts

Exclusivity Period. During the period from the delivery of written notice from T&L to Genomatica of T&L’s election to participate in the Commercialization Phase in accordance with Section 4.1 until the earlier to occur of (a) […***…] and (b) […***…] (“Exclusivity Period”), Genomatica will negotiate exclusively with T&L in good faith with respect to an agreement for the commercialization of Bio-BDO produced using the Commercial Process in the Territory (the “Potential Transaction”). During the Exclusivity Period, Genomatica agrees that it will not, and will not permit any of its Representatives on its behalf, to (i) […***…] with a Third Party, or (ii) […***…] with a Third Party; provided, that Genomatica shall have the right to […***…]. In addition, during the period from the Effective Date until the end of the Exclusivity Period (or earlier upon expiration of the Election Period if T&L does not elect to participate in the Commercialization Phase in accordance with Section 4.1), Genomatica agrees that it will not (A) approve, endorse or recommend any Potential Transaction with a Third Party or (B) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Potential Transaction with a Third Party; provided that nothing shall prevent Genomatica from entering into nondisclosure agreements relating to discussions that Genomatica may have prior to the end of the Exclusivity Period with respect to a Potential Transaction or with off take companies as contemplated by this Section 4.3.

Exclusivity Period. During the period from the delivery of written notice from T&L to Genomatica of T&L’s election to participate in the Commercialization Phase in accordance with Section 4.1 until the earlier to occur of (a) […***…] and (b) […***…] (“Exclusivity Period”), Genomatica will negotiate exclusively with T&L in good faith with respect to an agreement for the commercialization of Bio-BDO produced using the Commercial Process in the Territory (the “Potential Transaction”). During the Exclusivity Period, Genomatica agrees that it will not, and will not permit any of its Representatives on its behalf, to (i) […***…] with a Third Party, or (ii) […***…] with a Third Party; provided, that Genomatica shall have the right to […***…]. In addition, during the period from the Effective Date until the end of the Exclusivity Period (or earlier upon expiration of the Election Period if T&L does not elect to participate in the Commercialization Phase in accordance with Section 4.1), Genomatica agrees that it will not (A) approve, endorse or recommend any Potential Transaction with a Third Party […***…] or (B) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Potential Transaction […***…] with a Third Party; provided that nothing shall prevent Genomatica from entering into nondisclosure agreements relating to discussions that Genomatica may have prior to the end of the Exclusivity Period with respect to a Potential Transaction or with off take companies […***…] as contemplated by this Section 4.3.

Exclusivity Period. During the period from the delivery of written notice from T&L to Genomatica of T&L’s election to participate in the Commercialization Phase in accordance with Section 4.1 until the earlier to occur of (a) […***…] and (b) […***…] (“Exclusivity Period”), Genomatica will negotiate exclusively with T&L in good faith with respect to an agreement for the commercialization of Bio-BDO produced using the Commercial Process in the Territory (the “Potential Transaction”). During the Exclusivity Period, Genomatica agrees that it will not, and will not permit any of its Representatives on its behalf, to (i) […***…] with a Third Party, or (ii) […***…] with a Third Party; provided, that Genomatica shall have the right to […***…]. In addition, during the period from the Effective Date until the end of the Exclusivity Period (or earlier upon expiration of the Election Period if T&L does not elect to participate in the Commercialization Phase in accordance with Section 4.1), Genomatica agrees that it will not (A) approve, endorse or recommend any Potential Transaction with a Third Party […***…] or (B) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Potential Transaction […***…] with a Third Party; provided that nothing shall prevent Genomatica from entering into nondisclosure agreements relating to discussions that Genomatica may have prior to the end of the Exclusivity Period with respect to a Potential Transaction or with off take companies […***…] as contemplated by this Section 4.3.. 11. ***Confidential Treatment Requested