Merck Exclusivity Sample Clauses

Merck Exclusivity. On a Program Target-by-Program Target basis, during the Term for as long as such Program Target is part of this Agreement, [ *** ].
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Merck Exclusivity. Licensor and its Affiliates shall not during the Term develop, manufacture, have manufactured, use, sell, offer for sale, import or export a Competing Product nor enter into any relationship with any Third Party with respect thereto. The aforementioned restriction shall remain in effect in the event of Change of Control of Licensor and shall also apply to the successor and assignee of Licensor (other than to any activities of such successor/assignee already in existence as of the date of the Change of Control). [***]. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
Merck Exclusivity. (a) mRNA-PCV Field.
Sample 1
Merck Exclusivity. During the Term of this Agreement, Licensor and its Affiliates shall not develop, make, have made, sell, or have sold, any Competing Product for use in the Field nor enter into any relationship with any Third Party granting such Third Party any such rights; provided that, with respect to Affiliates other than Owned Affiliates, the foregoing restriction shall be limited as follows: (a) the definition of Competing Product shall be limited to agonist compounds that stimulate TLR-9 and are developed for use in the Field, (b) such restriction shall not apply to non-clinical research activities conducted by such Affiliates that are not Owned Affiliates, and (c) such restriction shall only apply from the Effective Date through the fifth (5th) anniversary of the Effective Date. In addition, during the Term of this Agreement, Licensor and its Affiliates shall not develop, make, have made, sell, or have sold, IMO-2055, whether as monotherapy or as combination therapy, for use in or outside the Field, nor enter into any relationship with any Third Party granting such Third Party any such rights, provided however that the rights granted to Merck & Co. under the Merck & Co. Agreement at the Signing Date and Licensor’s performance under the Merck & Co. Agreement shall not constitute a violation of this Section 2.6, and nothing in this Section 2.6 shall prevent Licensor from exploiting such rights or granting such rights to another Third Party within the same scope provided therein should the Merck & Co. Agreement expire or terminate. Further, during the Term of this Agreement, Licensor and its Affiliates shall not conduct a Phase III Trial of IMO-2125 as monotherapy, or Commercialize IMO-2125 as monotherapy, in or outside the Field, nor enter into any relationship with any Third Party granting such Third Party any such rights. The aforementioned restrictions shall remain in effect in the event of a Change of Control of Licensor involving a Merck Competitor, and, subject to the proviso in the first sentence of this Section 2.6, shall apply to the Merck Competitor who is the successor to, or assignee of, Licensor as a result of such Change of Control.
Sample 1
Merck Exclusivity 
Sample 1Sample 2Sample 3See All (8)

Related to Merck Exclusivity

  • Exclusivity Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

  • No Exclusivity The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Limited Exclusivity The Sub-Adviser agrees that it will not provide similar services to any other mutual fund which holds itself out to the public as "Environmentally Qualified" or otherwise "Socially Responsible" within the common meanings of those terms. Other than that, it is understood that the services of the Sub-Adviser are not exclusive, and that nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment advisory clients, including but not by way of limitation, investment companies or to other series of investment companies, including the Company (whether or not their investment objectives and policies are similar to those of the Funds) or from engaging in other activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Adviser's ability to meet its obligations to the Funds hereunder. When the Sub-Adviser recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Adviser recommends the purchase or sale of the same security for the Funds, it is understood that in light of its fiduciary duty to the Funds, such transactions will be executed on a basis that is fair and equitable to the Funds. In connection with purchases or sales of portfolio securities for the account of the Funds, neither the Sub-Adviser nor any of its directors, officers or employees shall act as a principal or agent or receive any commission. If the Sub-Adviser provides any advice to its clients concerning the shares of the Funds, the Sub-Adviser shall act solely as investment counsel for such clients and not in any way on behalf of the Company or the Funds. The Sub-Adviser provides investment advisory services to numerous other investment advisory clients, including but not limited to other funds and may give advice and take action which may differ from the timing or nature of action taken by the Sub-Adviser with respect to the Funds. Nothing in this Agreement shall impose upon the Sub-Adviser any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Funds, any security which the Sub-Adviser, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • For clarity the time allowances provided in clause 2.10 shall operate to reduce the maximum timetabled classroom teaching time specified in clause 4.2 of this agreement.

  • Patent Marking LICENSEE shall xxxx all Licensed Products made, used or sold under the terms of this Agreement, or their containers, in accordance with the applicable patent marking laws.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

Time is Money Join Law Insider Premium to draft better contracts faster.