Exclusivity. Without limiting the generality of the foregoing, the Employee shall not, without the Board’s prior written approval, render services of a business, professional or commercial nature for compensation or otherwise to any Person other than the Company. Notwithstanding the foregoing, the Employee may # manage personal and family investments, and # participate in charitable, community, educational and professional activities and organizations, provided that such activities do not, individually or in the aggregate, materially interfere with the Employee’s performance of his duties to the Company or conflict with Employee’s obligations under the Confidentiality, Trade Secret Protection, Unfair Competition, Non-Solicitation, and Invention Assignment Agreement, by and between the Employee and [[Company:Organization]]-Colorado, Inc. (“CPI Colorado”), effective as of April 8, 2019 (the “Confidentiality Agreement”).

Exclusivity. Until the Closing or the earlier termination of this Agreement pursuant to Article X, the Company shall not, and shall use its best efforts to ensure that its Affiliates shall not, directly or indirectly, through any Representative or otherwise, # solicit, encourage, accept, facilitate, or initiate the submission of any inquiry, offer, proposal or indication of interest by a third party which relates to a transaction or series of transactions involving the Company or the purchase or acquisition of any of the equity securities of the Company or the acquisition, purchase or other disposition of any of the assets of the Company (a “Significant Transaction”), # enter into any agreement requiring the Company or the Sellers to abandon or terminate the transactions contemplated hereby, # participate in any negotiations regarding, or furnish any nonpublic information relating to the Company to any third party (other than Buyer and its Representatives) with respect to any Significant Transaction, or # enter into any letter of intent, agreement or similar document relating to any Significant Transaction. Notwithstanding the foregoing, nothing contained in this Section 6.1(e) will limit the Company’s ordinary course communications and/or exchanges of information with its current shareholders, vendors, suppliers and customers; provided, that any communications or exchanges of information # do not relate to any Significant Transaction and # otherwise comply with the terms of this Agreement and the Confidentiality Agreement.

Exclusivity. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, each Seller agrees that neither the Company nor any Seller shall, nor shall the Company or any Seller permit their respective controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives to: # encourage, initiate, solicit, entertain, negotiate, discuss, accept, approve, endorse or agree to, directly or indirectly, any proposal or offer (a “Proposal”) by a Third Party (other than Buyer or any other Person Buyer designates) regarding # the sale or license of all or any material assets of the Company or any of its Subsidiaries (other than the sale of inventory in the Ordinary Course) or # any sale of equity or debt securities, merger, business combination, joint venture, consolidation, public offering, recapitalization, refinancing or other similar transaction involving the Company nor any of its Subsidiaries (the transactions referred to in [clause (a) or (b) above], each a “Competing Transaction”), # provide any information regarding the Company nor any of its Subsidiaries (including this Agreement and any other materials containing Buyer’s or its Affiliates’ proposal) to any Person who has made or could reasonably be expected to make a Proposal for a Competing Transaction (other than to Buyer or its representatives and agents and any other Person designated by Buyer), or # enter into any Competing Transaction or any agreement, memorandum of understanding or letter of intent relating thereto. The Company, its Subsidiaries and each Seller and each of their respective controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives shall immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any Proposal for a Competing Transaction or Competing Transaction (other than with Buyer or its representatives and agents and any other Person Buyer designates). The Company and each Seller shall # promptly (and in any event, within 24 hours) notify Buyer if it, any Seller or the Company or any of its or the Company’s controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives receives after the date of this Agreement, any Proposal for a Competing Transaction or any indications of interest or requests for information in respect of a Proposal for a Competing Transaction and # promptly (and in any event within two (2) Business Days) request in writing that all Persons who have made a Proposal for a Competing Transaction and to whom nonpublic information concerning the Company or any of its Subsidiaries has been distributed on or prior to the date of this Agreement destroy or return such information to the Company as soon as possible (and, if applicable under contractual arrangements between the Company or any of its Subsidiaries and such Persons, certify as to the destruction of such information) and immediately cause any Third Party (other than Buyer or its representatives and agents and any other Person Buyer designates) to cease to have any access to the Data Room or any similar data site.

Exclusivity. Seres hereby covenants that, during the Exclusivity Period, Seres and its Affiliates shall not conduct research and/or development on Microbiome Oncology Products in the Field in the Territory in collaboration with or on behalf of any Third Party company (other than an independent contractor performing services for Seres or its Affiliates) and shall not knowingly assist any Third Party company to do so, without the prior approval of the JSC. Notwithstanding anything to the contrary in the foregoing, Seres, itself or with or through any Affiliate or Third Party, directly or indirectly, shall have the right to continue its activities under agreements existing as of the Effective Date, including, without limitation, under the ​ Collaboration and ​ Collaboration.

Exclusivity. In consideration of STAB’s undertaking the effort of , LAY agrees that for a period of ninety (90) days after the date hereof, it shall not consider, seek or solicit, negotiate with, or engage anyone to seek, solicit, or negotiate on behalf of STAB or its stockholders, or provide or cause to be provided information to, any third party in connection with any proposal or offer with respect to the acquisition of STAB, or all or substantially all of its assets.

Exclusivity. Seller shall not list the Premises with any broker or otherwise solicit or make or accept any offers to sell the Premises, engage in any negotiations with any third party with respect to the sale or other disposition of the Premises, or enter into any contracts or agreements (whether binding or not) regarding any disposition of the Premises.

Exclusivity. From and after the Effective Date, Seller shall not market, negotiate or otherwise make the Property (or indirect interests therein) available for sale or exchange and in no event shall Seller consider or negotiate any letters of intent, contracts or similar agreements.

Exclusivity. On a Collaboration Tumor Type-by-Collaboration Tumor Type basis, for so long as Providence’s License under Section 4.1 with respect to such Collaboration Tumor Type remains effective, Arcturus shall: # not conduct research to identify or optimize, or develop or commercialize mRNA Vaccine as defined in [Section 1.64] for such Collaboration Tumor Type by itself or its Affiliates or in collaboration with any Third Party, except pursuant to this Agreement; and # not grant any Third Party a license to research to identify or optimize, or develop or commercialize mRNA Vaccine as defined in [Section 1.64] for such Collaboration Tumor Type. For the avoidance of any doubt, this Section 4.4 shall not shall not prohibit or restrict any Third Party Acquirer or its affiliated companies from developing or commercializing any Product so long as such Product is: # covered by Patent Rights Controlled by the Third Party Acquirer prior to consummation of the Sale Transaction or # acquired by the Third Party Acquirer from another Third Party after consummation of the Sale Transaction.

Exclusivity. During the Term, and subject to Apellis’ annual compliance with its purchase obligations, as expressly set forth in Section 2.2, and for a period of ​ following termination or expiration of this Agreement, [[Bachem CH:Organization]] shall Manufacture and supply the Drug Substance exclusively for Apellis and shall not Manufacture or supply the Drug Substance or any process intermediate thereof for any Third Party.

Exclusivity. Subject to [Sections 2.2.5, 4.1.2(e) and 4.5], during the Term of this Agreement, for each Allogene Target, neither [[Cellectis:Organization]] nor any of its Affiliates will # grant, or seek to grant, any right under any [[Cellectis:Organization]] Technology, [[Cellectis:Organization]] Improvements, Allogene Improvements licensed to [[Cellectis:Organization]] pursuant to Section 4.2.2 or Developed IP to any Third Party with respect to such Allogene Target or # use any [[Cellectis:Organization]] Technology, [[Cellectis:Organization]] Improvements, Allogene Improvements licensed to [[Cellectis:Organization]] pursuant to Section 4.2.2 or Developed IP to Develop (itself or through or with a Third Party) or Commercialize CAR-Ts Targeting such Allogene Target.