TERM; EXCLUSIVITY definition

TERM; EXCLUSIVITY. This engagement will commence on the date hereof and terminate on the earlier to occur of (i) Early Termination, (ii) the Closing (as defined below) or (iii) the date on which a party receives written notice from the other party of termination of this engagement. During CIBC World Markets' engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with CIBC World Markets, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any equity or debt financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during CIBC World Markets' engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to CIBC World Markets and will be deemed to have been contacted by CIBC World Markets in connection with the Transaction. The Company may reject any potential Investor if in its discretion, the Company believes that the inclusion of such Investor in the Company would be incompatible with the best interests of the Company. The Company shall not be obligated to sell the Securities or to accept any offer thereof, and the terms of such Securities and the final decision to issue the same shall be subject to the discretionary approval of the Company. Notwithstanding the foregoing or anything else to the contrary in this Agreement, the Company shall not be prohibited from (a) contacting or corresponding with any of its warrantholders or optionholders with respect to the exercise of warrants or options to purchase shares of common stock of the Company ("Derivative Exercises") and (b) negotiating or entering into any transaction pursuant to which the Company may sell, license to or otherwise transfer or assign rights to any of its real or intangible properties to or agree to develop any products, technology or intellectual property for or with a third party (a "Strategic Transaction"). CIBC World Markets agrees that no Derivative Exercise and no Strategic Transaction shall be deemed a "Transaction" for purposes of this Agreement and no "Transaction Fee" shall be payable with respect to any Derivative Exercise or Strategic Transaction. Either party may terminate this Agreement at any time. Upon any termination of this Agreement, the Company shall pay to CIBC World Markets, on behalf of the syndicate, all fees earned and reimburse CIBC World Markets ...
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Examples of TERM; EXCLUSIVITY in a sentence

  • TYPE OF GOODS PURPOSE OF PURCHASE PACKAGING DELIVERY TERM EXCLUSIVITY UNIT PRICE PER PCS.

Related to TERM; EXCLUSIVITY

  • Regulatory Exclusivity means any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a pharmaceutical product other than Patents, including orphan drug exclusivity, new chemical entity exclusivity, data exclusivity, or pediatric exclusivity.

  • Regulatory Exclusivity Period means, with respect to each Licensed Product in any country in the Territory, a period of exclusivity (other than Patent exclusivity) granted or afforded by Applicable Law or by a Regulatory Authority in such country which confers an exclusive Commercialization period during which AbbVie or its Affiliates or Sublicensees have the exclusive right to market and sell a Licensed Compound or Licensed Product in such country through a regulatory exclusivity right.

  • Exclusivity means the specificity of the test method for validating microbial testing methods. It evaluates the ability of the method to distinguish the target organisms from similar but genetically distinct non-target organisms.

  • Patent Term Extension means any term extensions, supplementary protection certificates and equivalents thereof offering Patent protection beyond the initial term with respect to any issued Patents.

  • Royalty Term means, with respect to a Product in a country, the period commencing on the first sale of such Product giving rise to Net Sales in such country and ending upon the latest of: (a) the expiration of the last Valid Claim of a Licensed Patent that Covers such Product in such country; (b) [***] after the First Commercial Sale of such Product in such country; and (c) expiration of all applicable regulatory exclusivity periods, including data exclusivity, in such country with respect to such Product.