Semi-Exclusivity Sample Clauses

Semi-Exclusivity. During the period commencing on the Effective Date and ending on the first anniversary of the Acceptance Date with respect to the Initial System, IRORI shall not sell, license, lease or otherwise transfer any interest in a System (or any functionally equivalent system,) to or for, or operate a System (or any functionally equivalent system) for the benefit of, more than one Third Party (such one Third Party, the "Permitted Purchaser"), which shall be chosen at IRORI's sale discretion.
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Semi-Exclusivity. During the period commencing on the Effective Date and ending on the first anniversary of the Acceptance Date with respect to the Initial System, IRORI shall not *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
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Semi-Exclusivity. LICENSEE will have the following rights to produce and sell the End Products for ten (10) years in the Territory using the Technology licensed pursuant to this Agreement.
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Semi-Exclusivity. The license granted under Section 2.1 shall be (i) Semi-Exclusive (as defined below) to LabCorp and its Affiliates in the U.S. during the Semi-Exclusive Period, (ii) non-exclusive in the U.S. for the remainder of the Term after the Semi-Exclusive Period, and (iii) non-exclusive in Canada and the United Arab Emirates for the entire Term. For purposes of this Agreement, “Semi-Exclusive” means BGM shall not license or otherwise transfer or provide the Licensed Technology to any Restricted Licensees for use with Manual Tests in the United States, or authorize or permit use of the Licensed Technology by any Restricted Licensees under the terms of any agreement with Restricted Licensee (whether through a covenant not to xxx or otherwise) in connection with Manual Tests in the United States, during the Semi-Exclusive Period. In addition, during the Semi-Exclusive Period, to the extent BGM licenses or otherwise transfers or provides the Licensed Technology to any Permitted Licensee, or authorizes or permits use of the Licensed Technology by a Permitted Licensee, BGM’s agreement with such Permitted Licensee shall prohibit such Permitted Licensee from (a) sublicensing or otherwise transferring or providing the Licensed Technology to any Restricted Licensees for use with Manual Tests in the United States, or (b) authorizing or permitting use of the Licensed Technology by any Restricted Licensees in connection with Manual Tests in the United States. In the event the inclusion of the U.S. territory in the limitation of the Semi-Exclusive grant or the Semi-Exclusive Period of the license granted hereunder is limited by action, laws or regulations of any government, the license granted shall not terminate, but shall remain Semi-Exclusive to the extent permitted by such government action and shall become non-exclusive to the extent necessary to conform with applicable laws and regulations.
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Semi-Exclusivity. BGM agrees that it shall not sell, distribute, supply or otherwise provide Manual Test Kits (or any materials or components thereof) to any Restricted Licensees for use in the United States during the Semi-exclusive Period. In addition, during the Semi-Exclusive Period, to the extent BGM sells, distributes, supplies or otherwise provides Manual Test Kits (or any materials or components thereof) to any Permitted Licensees for use in the United States, BGM’s agreement with such Permitted Licensees shall prohibit such Permitted Licensees from reselling, distributing, supplying or otherwise providing them to any Restricted Licensees. The parties acknowledge that an Entity could change its status from a Permitted Licensee to a Restricted Licensee over time due to one or more mergers, consolidations, reorganizations, or acquisitions with, of, or by other Entities (“M&A Transactions”), and BGM agrees that it shall monitor the impact of M&A Transactions on the status of any Permitted Licensees which have been granted a license (or other permission or authorization) to use the Licensed Technology with Manual Tests and which are being supplied Kits. In the event a Permitted Licensee becomes a Restricted Licensee during the Semi-Exclusive Period due to M&A Transactions, BGM shall immediately terminate such license or other permission or authorization, and immediately cease the supply of Manual Test Kits, unless LabCorp agrees that Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. BGM may add such Entity to Exhibit C. BGM shall include terms in all of its agreements with Permitted Licensees which allow BGM to take the foregoing action. In the event an Entity supplied and licensed by BGM as a Permitted Licensee subsequently becomes a Restricted Licensee without the occurrence of any M&A Transactions (i.e., based solely on natural growth of its gross revenues), then such Entity shall retain its status as a Permitted Licensee.
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Semi-Exclusivity. Tarpon agrees that JGUN shall have no preferential right for the Term and renewed Term(s), if applicable, to participate in any financing transaction for Tarpon but, nevertheless, Tarpon shall use its best efforts as follows: (i) with respect to any underwritten public offering, of equity or debt (which shall not include for purposes hereof any senior secured bank financing), or Rule 144A offering (collectively referred to as a "Financing Transaction") raising gross proceeds of $25,000,000 or less, JGUN shall be afforded the opportunity to "pitch" for the lead management of such Financing Transaction (whether as underwriter or placement agent) unless such offering is to be lead managed by a major bracket underwriting firm, in which event JGUN shall be offered the right to participate in such Financing Transaction as a co-manager and (ii) with respect to any Financing Transaction raising gross proceeds in excess of $25,000,000, JGUN shall be afforded the opportunity to "pitch" its ability to act as a selling group member.
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Related to Semi-Exclusivity

  • 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.

  • 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.

  • Limited Exclusivity The Sub-Advisor 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-Advisor are not exclusive, and that nothing in this Agreement shall prevent the Sub-Advisor 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 Trust (whether or not their investment objectives and policies are similar to those of the Fund) 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-Advisor’s ability to meet its obligations to the Fund hereunder. When the Sub-Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the same security for the Fund, it is understood that in light of its fiduciary duty to the Fund, such transactions will be executed on a basis that is fair and equitable to the Fund. If the Sub-Advisor provides any advice to its clients concerning the shares of the Fund, the Sub-Advisor shall act solely as investment counsel for such clients and not in any way on behalf of the Trust or the Fund. The Sub-Advisor 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-Advisor with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Advisor any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Fund, any security which the Sub-Advisor, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.

  • Regulatory Exclusions (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Savings Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), the Savings Bank's obligations under the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Savings Bank may within its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate any of its obligations which were suspended.

  • Non-exclusivity, Etc The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Charter, the Bylaws or the Maryland General Corporation Law (the "MGCL") or otherwise; provided, however, that to the extent that Indemnitee otherwise would have any greater right to indemnification under any provision of the Charter or Bylaws as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder, and provided, further, that to the extent that any change is made to the MGCL (whether by legislative action or judicial decision), the Charter and/or the Bylaws which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to the Charter or the Bylaws the effect of which would be to deny, diminish or encumber Indenmitee's right to indemnification under the Charter, the Bylaws, the MGCL or otherwise as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Company's Board of Directors and/or its stockholders, as the case may be.

  • Termination of Exclusivity Section 9.1 (Exclusivity in Michigan) of this Agreement shall terminate upon any termination of the Agreements, notwithstanding any breach of the Agreements by the Band.

  • Royalty Term Licensee shall have no obligation to pay any royalty with respect to Net Sales of any Licensed Product in any country after the Royalty Term for such Licensed Product in such country has expired.

  • 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.

  • Non-Exclusivity of Services The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other funds, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another fund. Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager's affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund.

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