MeiraGTx Exclusivity Obligations Clause Samples

MeiraGTx Exclusivity Obligations. Beginning on the Effective Date, [***] other than Researching, Developing, Manufacturing and Commercializing Gene Therapy Products in accordance with the terms and conditions of this Agreement. The prohibition contained in the immediately preceding sentence shall end: [***] provided, however, that if both subsections (ii) and (iii) above apply to any one particular case, the longer period described in subsection (ii) or (iii) shall apply thereto. ​

MeiraGTx Exclusivity Obligations. 5.1.1. During the Term of this Agreement, and other than in connection with exercising its rights under Section 4.1 (License Grants to Lilly), Section 4.8 (Riboswitch Ophthalmology ROFN) and Section 5.1.2 (MeiraGTx Exclusivity Obligations) and obligations under this Agreement, none of MeiraGTx TopCo, MeiraGTx Parent, MeiraGTx UK II or MeiraGTx Ocular, nor any of their respective Affiliates (subject, in the case of Affiliates that control MeiraGTx TopCo, MeiraGTx Parent, MeiraGTx UK II or MeiraGTx Ocular in the future, to Section 13.8 (MeiraGTx Change of Control)), shall, directly or indirectly, either alone or with, through or by enabling one (1) or more Third Parties: (a) engage in any Exploitation activities with respect to (i) any compound or product directed to any (A) [***], during the Exclusive Target Designation Period, or Exclusive Target, including if such compound or product is directed to any other Target (i.e., a multispecific product) or (B) other Target(s) to which any Gene Therapy Product is directed or (ii) any Program Product (a “Restricted Program Product”); (b) collaborate or enter into any arrangement with, or work for the benefit of, any Third Party involving any of activities in subclauses (a), or enter into any agreement to do any of such activities in subclauses (a); or (c) grant any Third Party any license, sublicense, covenant not to assert or other rights to or otherwise enable such Third Party to (or assign, convey, transfer or sell any rights to a Third Party to) conduct any activities falling within subclauses (a) or (b). 5.1.2. Notwithstanding anything to the contrary in Section 5.1.1 (MeiraGTx Exclusivity Obligations), MeiraGTx TopCo, MeiraGTx Parent, MeiraGTx UK II and MeiraGTx Ocular shall retain all rights to perform any obligations and exercise any rights with respect to any compound or product directed to a Target that becomes a [***] or an Exclusive Target pursuant to Article II (Target Selection [***]), [***]. ​ ​