Example ContractsClausesExclusivity Covenant
Exclusivity Covenant
Exclusivity Covenant contract clause examples

Exclusivity Covenant. Subject to [Section 2.8(b)] (HFB Change of Control), [Section 2.8(c)] ([[FibroGen:Organization]] Change of Control) and [Section 2.8(d)] (Acquisition by Either Party), during the Term, the Parties will not, and will ensure that its Affiliates do not, independently, or for or with any Third Party, directly or indirectly, Develop, Manufacture, or Commercialize any Competitive Product in the Territory (or license or otherwise authorize any Third Party to do any of the foregoing) (the “Competitive Activities”) unless agreed in writing by the Parties.

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. 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. 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. 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 Covenant. Subject to [Section 2.6.2] (Effect of Change of Control on Exclusivity) and [Section 2.6.3] (Acquisition of Competing Product), during the Term neither Party nor its Affiliates will, directly or indirectly, # Exploit a Competing Product in the Territory or # license, sell, assign or otherwise provide rights to, or jointly develop with, a Third Party to enable such Third Party to Exploit a Competing Product in the Territory.

Mutual Exclusivity Covenant. Commencing on the Effective Date, except with respect to the Licensed Antibodies and Licensed Products in accordance with and pursuant to this Agreement, neither Party nor any of its Affiliates shall, alone or with or for any Third Party, # during the time period commencing on the Effective Date and lasting solely during the Term until the ​ anniversary of the earlier of # the first BLA approval of the Licensed Product for the first indication in U.S. or # the first MAA approval of the Licensed Product for the first indication in the first of any of Germany, France, United Kingdom, Spain, or Italy, engage in, or obtain rights from a Third Party to engage in, Development of a monospecific, monoclonal antibody that inhibits or is an antagonist of the Target through direct physical interaction therewith (a “Selected Product”), or # lasting during the Term, Commercialize (or Manufacture for such purposes), or obtain rights from a Third Party to Commercialize (or Manufacture for such purposes) any Selected Product.

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 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 Covenant. Subject to Section 2.10.2 and Section 2.10.3, each Party agrees that during the Research Term, except in the performance of its obligations or exercise of its rights under this Agreement, neither it nor any of its Affiliates will work for their own account or with any Third Party (including the grant of any license to any Third Party) with respect to the discovery, research, development, manufacture or commercialization of a Product principally intended for use in the Field.

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