Exclusivity of Termination Benefits. Except as may otherwise be set forth in Exhibit A hereto, Executive shall not be entitled to any payments or benefits due to the expiration or termination of Executive’s employment with Employer other than those benefits that are expressly provided for in this Section 7. Without limiting the generality of the foregoing, the Termination Benefits set forth in Section 7(b), together with any severance benefits that Executive may be entitled to receive under any separate severance compensation or change of control or stay-pay agreement to which Executive may be a party or any separate severance or stay pay plan in which Executive may be a participant, shall constitute the exclusive rights and remedies against Employer and its Affiliates to which Executive shall be entitled by reason of termination or Executive’s employment by Employer without Cause or by Executive for Good Reason or for any damages arising therefrom.

Termination of Exclusivity. The foregoing exclusivities will terminate, the rights granted in [Sections 2.9(a)(ii), 2.9(b)(ii), 2.9(c)(i), and 3]3]3]3] will become non-exclusive, and the covenants set forth in this Section 3 will expire if Gogo fails to achieve Commercial Release, through no fault of Airspan, on or before December 31, 2023.

EXCLUSIVITY. The Company shall not pursue a similar transaction with any other party during the Commitment Period.

Exclusivity. The licenses and resale rights of RA and its Affiliates under the OEM Agreement and Reseller Agreement are exclusive (vis a vis [[PTC:Organization]] direct sales) for # Factory SCO use cases in the Territory, but limited to the territories, industries and accounts described under the heading “Exclusive Territory” on Exhibit B (the “Exclusive Territory”) and # Factory SCP use cases solely to the extent explicitly described in Exhibit B, provided that, in each case, this Section 5.1 will not apply to sales of any [[PTC:Organization]] Products other than ThingWorx products unless such sales also include ThingWorx products for Factory SCO use cases. For clarity, this Section 5.1 will not restrict [[PTC:Organization]] from appointing third parties to resell or otherwise distribute Licenses for the ThingWorx products for Factory SCO use cases or for Factory SCP use cases in the Territory.

Exclusivity. AstraZeneca hereby covenants that during the Term and the term of the U.S. and RoW Agreement, except pursuant to this Agreement or the U.S. and RoW Agreement, neither it nor its Affiliates will, directly or indirectly, by itself or with a Third Party, research, manufacture, develop, sell, market or otherwise commercialize any HIF Compound in the Territory, and neither it nor its Affiliates will license or authorize a Third Party to conduct any such activity in the Territory. Notwithstanding the foregoing, AstraZeneca shall not be in breach of this [Section 7.9] solely as a result of its conduct of preclinical research on HIF Compounds if such research is not part of a research program conducted by AstraZeneca.

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. Except with the prior written approval of the CEO (which the CEO may grant or withhold in the CEO’s 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 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. Except with respect to this Agreement and the transactions contemplated hereby, Seller agrees that it will not, and will cause its Affiliates, the Acquired Companies and each of its and their respective directors, officers, employees, Affiliates and other agents and Representatives (including any investment banking, [[Organization B:Organization]] or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to: # initiate, solicit, seek, encourage, facilitate or continue, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the Assets of or the purchase or issuance of any Interest in, the Acquired Companies (any such inquiry, proposal or offer being hereinafter referred to as a “Proposal”), # engage in any negotiations concerning, or knowingly provide any Confidential Information or data to, or have any substantive discussions with, any person relating to a possible Proposal, # otherwise knowingly cooperate in any effort or attempt to make, implement or accept a Proposal, or # enter into any Contract or other instruments (whether or not binding) with any Person relating to a Proposal. Seller shall immediate cease and cause to be terminated, and shall cause its Affiliates (including the Acquired Companies) and their and such Affiliates’ respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person conducted heretofore with respect to a possible Proposal. Seller agrees that the rights and remedies for noncompliance with this [Section 4.11] shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach of this [Section 4.11] will cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

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 Effective Date until such time as Baylor is permitted to grant a license to any Released Product or Released Invention under [Section 3.6(a)], Baylor shall not offer to any Third Party any rights, or options to obtain rights, to the Future Oncology Technology or the Future Non-Oncology Technology or any product associated therewith, except as and solely to the extent required under the Existing Third Party Agreement as in effect on the Effective Date.