Exclusivity. From and after the Execution Date and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms: # Seller shall not, directly or indirectly through any of its Affiliates or any of its or their respective Representatives, # encourage, solicit, initiate, facilitate or continue inquiries regarding bids, offers, inquiries or proposals from any Person (other than Buyer and its designees, agents and all their respective Affiliates) with respect to the sale, transfer or disposition of all or any portion of the Assets (“Acquisition Proposals”), # enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or # enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; # Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons with respect to, or that could lead to, an Acquisition Proposal; and # Seller shall promptly provide Buyer with notice of any unsolicited Acquisition Proposals received by such Seller.

Exclusivity. In consideration of the time, effort and financial resources that Buyer will be committing to the transaction contemplated by this Agreement and in recognition of the time necessary to successfully consummate such a transaction, Seller agrees that neither Seller nor any agent, partner, subsidiary or Affiliate of Seller shall be permitted to consent to, accept or entertain offers, negotiate, solicit interest or otherwise enter into discussions involving the sale, joint venture, financing, recapitalization, restructuring, disposition or other transaction involving the Assets, any direct or indirect equity interests in the owners of the Assets or any other interest in the Assets (whether directly or indirectly, debt or equity) during the term of this Agreement.

Exclusivity.Upon any termination of this Agreement with respect to a Collaboration Target, MTEM’s obligations under [Section 5.6.1] and [Section 5.6.2] with respect to such Target shall terminate.

Exclusivity. Executive shall devote all of Executive’s business time, energies, attention and abilities to the operation of the business of the Employer and shall not be actively involved in any other trade or business or as an employee of any other trade or business. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and to do no act which would directly or indirectly injure the Employer’s business, interests or reputation. In keeping with Executive’s fiduciary duties to the Employer, the Employer agrees that Executive shall not become involved in a conflict of interest with the Employer, or upon discovery thereof, allow such a conflict to continue. Moreover, Executive shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval from the Employer. It is understood that the foregoing provisions of this Section 2 are not intended to prevent Executive from serving on the board of directors or in a similar capacity for another business, religious, charitable or community organization, provided such service does not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Sections 5, 6 or 7 of this Agreement.

Exclusivity. Except with the prior written approval of the CEO (which the CEO may grant or withhold in his or her sole and absolute discretion), Executive shall devote Executive’s best efforts and full working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Notwithstanding the foregoing, Executive may, without violating this Section 1(d), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Executive in the operation of the entities in which such securities are owned; # engage in charitable and civic activities; or # engage in other personal passive investment activities, in each case, so long as such interests or activities do not materially interfere to the extent such activities do not, individually or in the aggregate, interfere with or otherwise prevent the performance of Executive’s duties and responsibilities hereunder. Executive may also serve as a member of the board of directors or board of advisors of another organization provided # such organization is not a competitor of the Company; # Executive receives prior written approval from the Company’s CEO; and # such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies.

Exclusivity. During the Research Term, and thereafter during the remainder of the Term for so long as a Candidate or Product is being actively Developed or Commercialized, respectively, for use in the Field, Enanta shall not, and shall cause each of its Affiliates to not: # conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, Develop or Commercialize any Compound or any Candidate or Product derived therefrom for use in the Field; # grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by Enanta or any of its Affiliates for the express purpose of researching, Developing or Commercializing any Compound or Candidate or Product derived therefrom for use in the Field; or # in-license from any Third Party any Technology or Patent Rights Controlled by such Third Party, for the express purpose of researching, Developing or Commercializing any Compound or any Candidate or Product derived therefrom for use in the Field, except in any case as is necessary to advance the Research Program, the Development Program or the Commercialization of Products as set forth herein. Without limiting the generality of the foregoing, there shall be no restriction on Enanta hereunder with regard to # the use of Abandoned Compounds outside the Field during the Term or # the use of Abandoned Compounds, whether within or outside of the Field, after the expiration of the Term.

Exclusivity. During the Research Term, and thereafter during the remainder of the Term for so long as a Candidate or Product is being actively Developed or Commercialized, respectively, for use in the Field, Abbott shall not, and shall cause each of its Affiliates to not: # conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, Develop or Commercialize any Compound or any Candidate or Product derived therefrom for use in the Field; # grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by Abbott or any of their respective Affiliates for the express purpose of researching, Developing or Commercializing any Compound or any Candidate or Product derived therefrom for use in the Field; or # in-license from any Third Party any Technology or Patent Rights Controlled by such Third Party, for the express purpose of researching, Developing or Commercializing any Compound or any Candidate or Product derived therefrom for use in the Field, except in any case as is necessary to advance the Research Program, the Development Program or the Commercialization of Products as set forth herein and as described in [Section 8.5.2(b)].

Exclusivity. None of the Participants shall be eligible to receive any other severance payments or severance benefits under any other severance plan, policy or program of the Company, or pursuant to the terms of any employment or other agreement with the Company, as may be in effect from time to time. Any severance payments or severance benefits payable to a Participant under this Policy shall be in lieu of any severance payments or benefits to which such Participant may otherwise have been entitled to pursuant to any other severance plan, policy or program of the Company, or pursuant to the terms of any employment or other agreement with the Company. For the avoidance of doubt, any Participant will also be eligible for any benefits provided upon termination pursuant to the Amended and Restated [[Organization A:Organization]] 2010 Stock Incentive Plan or other applicable equity incentive plan maintained by the Company.

Exclusivity. Except with the prior written approval of the CEO (which the CEO may grant or withhold in his or her sole and absolute discretion), Executive shall devote substantially all of Executive’s working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in this section prevents Executive from engaging in additional activities in connection with personal investments and community affairs. Executive may also serve as a member of the board of directors or board of advisors of another organization provided # such organization is not a competitor of the Company; # Executive receives prior written approval from the Company’s CEO; and # such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies.

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.