Exclusivity Terms. Absent a contrary agreement, all sterile disposable products for use with vacuum assisted therapy shall be deemed "Exclusive Products", provided, however, in the event KCI develops products which (i) are substantially different from the current Products in terms of materials or manufacturing processes used, or (ii) deliver vacuum assisted therapy together with other different therapies, such KCI products shall not be Exclusive Products without express agreement by KCI to that effect. In the spirit of goodwill and co-operation contemplated by this Agreement, KCI agrees to disclose to Avail such products and the manufacturing plans for them prior to marketing launch of such products. Throughout the Exclusivity Period and thereafter for a period of thirty-six months, Avail agrees to not manufacture or sell any products or components that are either adapted for, or reasonably likely to be used in, vacuum assisted wound closure therapy ("Similar Products") to or for any customer other than the KCI Affiliates. Moreover, Avail agrees that each of its managerial, supervisory, development or engineering employees involved in the manufacture of Products will execute an agreement not to be involved in the production or distribution of Similar Products during the Exclusivity Period and for a period of thirty-six months thereafter unless this agreement is terminated by Avail as a result of an Event of Default or this Agreement is terminated by KCI without cause in which case such period shall be twelve months.. Throughout the Exclusivity Period, KCI likewise agrees to purchase all of its quantities of Exclusive Products for domestic sale (i.e., within the continental United States) from Avail. Notwithstanding the preceding, KCI International, Inc., together with its wholly- or partially-owned subsidiaries, divisions and the like, (collectively, "KCII") shall have the right to manufacture and commercialize the Products, and to contract with third parties to manufacture and commercialize the Products, independent of Avail; provided, however, in the event that Avail has established a fulfillment center in Europe capable of meeting the international demand for KCI's VAC disposables by June 30, 2003, KCI agrees to purchase all of its quantities of Exclusive Products for domestic and international sale from Avail, for the term of the Agreement. The foregoing notwithstanding, KCI shall retain the right to manufacture Products in an amount not to exceed one (1%) percent of its...
Exclusivity Terms. 1. Licensee shall have exclusive licensing rights to the Territory during the Term the “Exclusivity Period”).
Exclusivity Terms. By registering for the Portal and signing up for a Company Account and preparing an offering on DirectCF, or when a marketing agency that works on behalf of Company establishes a draft offering for Company on The Portal, Company agrees that for 12 months after Company offering first goes live to the public, Company will not use any other on-line funding Portal to raise, solicit, or otherwise obtain funding. By accepting from DirectCF introductions to marketing agencies or broker dealers, and by using any such service provider that DirectCF introduced to Company, Company commits to pay the applicable Fees, and Company shall conduct its offering with and through DirectCF.
Exclusivity Terms. (a) Absent a written contrary agreement between the Parties, which both parties represent does not exist as of the November 30, 2007 [***] shall be deemed "Exclusive Products". In the event that KCI Manufacturing develops Different Products (as defined in Section 1 above), such Different Products shall not be Products without express agreement by KCI Manufacturing designating such Different Product as Products. In the Parties’ mutual spirit of goodwill and cooperation contemplated by this Agreement, unless KCI Manufacturing is contractually prevented from doing so by a confidentiality agreement or other written agreement that expressly bars KCI Manufacturing from doing so, KCI Manufacturing agrees to disclose to Avail the details of the Different Products and manufacturing plans for them, and to grant Avail the opportunity to submit proposals for the Processing Services related to such Different Products in sufficient time prior to KCI Manufacturing’s commencement of the manufacture, or marketing launch of the Different Products by KCI Manufacturing, for Avail to adequately prepare and for KCI Manufacturing to analyze such proposal. Subject to Section 4(b) below, throughout the Exclusivity Period, KCI Manufacturing agrees to obtain Products exclusively with Avail for Processing Services.
