Exclusivity. During the period following the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, the Seller shall ensure that neither the Seller nor any Representative or Seller Affiliate, directly or indirectly: # solicits or knowingly encourages the initiation of any inquiry, proposal or offer from any Person (other than the Purchaser) relating to any Acquisition Transaction; # participates in any discussions or negotiations with, or provides any non-public information to, any Person (other than the Purchaser and its Representatives) relating to any proposed Acquisition Transaction; or # otherwise cooperate in any effort or attempt to make, implement or accept a proposal from any Person (other than the Purchaser) relating to any Acquisition Transaction. Other than in connection with this Agreement, the Seller, any Representative thereof or Seller Affiliate shall cease any current discussions regarding any Acquisition Transaction and the Seller will promptly notify the Purchaser in the event that the Seller receives any unsolicited indication of interest or proposal concerning an Acquisition Transaction.

Exclusivity. The Parties’ respective obligations set forth in Section 10.8 will survive and continue to apply to a Reversion Product until the earlier of # such time as no further payments are owed by the Continuing Party to the Opt-Out Party for such Reversion Product in such country, # such time as the Continuing Party provides written notice to the Opt-Out Party of its decision, in its sole discretion, to cease permanently the Research, Development and Commercialization of such Reversion Product (which notice will be provided within ​ of the Opt-Out Party making such decision), and # the Opt-Out Party has terminated the Continuing Party’s license with respect to such Reversion Product as provided in Section 3.3(j). For clarity, Section 10.9 and Section 18.5(b) through Section 18.5(d) will continue to apply to the Reversion Product.

Exclusivity. Subject to Section 2.2 below, Biose agrees that during the Term it will manufacture and supply exclusively to Evelo (and to no third party) non-genetically modified, single Strain Product(s) intended for oral delivery. Biose shall not conduct any such activities (manufacture and supply of non genetically modified single Strain Product(s) intented for oral delivery) for any third party, or enable any third party to conduct any such activities.

Exclusivity. The Company, the Shareholders, and [[Organization B:Organization]] agree that, in recognition of the binding nature of this Letter of Intent, until the earlier of the execution of the Acquisition Agreement or sixty (60) days from the date hereof, the Shareholders, [[Organization B:Organization]] (and its affiliates, directors, representatives, employees or agents) will not directly or indirectly: # solicit, encourage or discuss a sale of all or any substantial part of [[Organization B:Organization]] or the Acquired Assets, or a sale of any equity or debt securities of [[Organization B:Organization]], or any subsidiary, or any acquisition, merger, consolidation, liquidation, dissolution, recapitalization, reorganization, or similar transaction involving [[Organization B:Organization]], or any subsidiary, with any other party (all of the foregoing are collectively referred to as “Acquisition Proposals”), or # provide any information regarding [[Organization B:Organization]] to any third party (other than information which is traditionally provided in the ordinary course of its business to third parties where the respective parties have no reason to believe that such information may be used to evaluate an Acquisition Proposal and information required to be delivered by legal process). The Shareholders and [[Organization B:Organization]] (and its affiliates, directors, representatives, employees and agents) will immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties regarding any Acquisition Proposal and will promptly notify the Company if any Acquisition Proposal, or any inquiry or contact with any person or any entity with respect thereto, is made.

Exclusivity. Buyer agrees that, for the Initial Term or any Renewal Term(s) of this Agreement, Buyer will purchase the Hemp Extracts from Supplier provided that Supplier’s pricing for Hemp Extracts is competitive with other supplies of the same quality of Hemp Extracts and subject to the terms and conditions set forth herein. Nothing contained in this Agreement shall prohibit Supplier from selling any of its Hemp Extracts to any third parties.

Exclusivity. ​, UroGen shall not (and shall cause its Affiliates to not), ​ any product containing the RTGel Product (whether or not such product contains one or more additional active or inactive ingredients) for use in the First Indication or the NDO Indication in the Territory, either as the indication being investigated in such clinical trial, or as the indication included in the product label for commercial sale, as applicable, except as necessary to fulfill its obligations under this Agreement; provided that nothing in this Section 2.9 shall prevent UroGen from ​. For clarity, the restrictions in this Section 2.9 require UroGen to (and require UroGen to cause its Affiliates to) cease as of the Effective Date any ​ activities related to any product containing the RTGel Product (including the Licensed Product) for the First Indication and the NDO Indication in the Territory. For further clarity, UroGen and its Affiliates shall not be restricted from conducting ​ any product containing an RTGel Product for use in indications (including oncology indications) other than the First Indication or the NDO Indication, even though: # ​, or # ​, so long as ​. This Section 2.9 does not apply to any product developed or commercialized by any Third Party that becomes an Affiliate of UroGen after the Effective Date other than by direct or indirect acquisition of such Third Party by UroGen or any of its Affiliates, to the extent such development or commercialization # has occurred prior to such Third Party becoming an Affiliate of UroGen and without any access to Information or Patents owned or controlled by UroGen, or # occurs without the use of any Information or Patents owned or controlled by UroGen after such Third Party becomes an Affiliate of UroGen; provided that, a “firewall” of reasonable safeguards is put in place between individuals with access to Information and Patents (to the extent unpublished) owned or controlled by UroGen, on the one hand, and the personnel responsible for the development or commercialization of such product, on the other hand.

Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, neither party shall, directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from any person or entity relating to any transaction contemplated by this Agreement.

Non-Exclusivity. The rights of the Indemnitee hereunder will be in addition to any other rights the Indemnitee may have at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that # to the extent that the Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, the Indemnitee will be deemed to have such greater right hereunder and # to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, the Indemnitee will be deemed to have such greater right hereunder.

Non-Exclusivity. The rights granted to the Indemnified Representative pursuant to this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Representative may be entitled under statute, the provisions of any certificate of incorporation, by-laws, or agreement, a vote of stockholders or directors, or otherwise, both as to action in an Official Capacity and in any other capacity.

Term; Exclusivity. During the period commencing on the date first set forth above (the “Effective Date”) and terminating on September 30, 2024 (the “Exclusivity Period”), other than with respect to the existing transactions specifically set forth on [Schedule 2], Seller shall not sell or designate any Property pursuant to a sale-leaseback

Article # Grant of Rights; Exclusivity 14

Section # Non-Exclusivity; Survival of Rights; Subrogation.

Data Exclusivity and Orange Book Listings. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of [Article 10.1(a)(iii)] of Directive 2001/EC/83, and all equivalents in any country), Spero shall have the sole right to seek and maintain all such data exclusivity periods available for the Licensed Products.

“Regulatory Exclusivity Period” means any period of data, market or other regulatory exclusivity (as distinct from and excluding any exclusivity arising under Patent Rights) for a Product in a country or region in the Territory under applicable laws, rules and regulations in such country or region which prevents any unlicensed Third Party from marketing, promoting or selling a Generic Product in such country or region, including, without limitation, any such exclusivity provided in countries in the EU under national laws and regulations implementation [Section 10.1(a)(iii)] of Directive 2001/EC/83 or any analogous laws or regulations in other countries in the Territory.

Exclusivity with Respect to the Territory. During the Term, […​…].

Biose’s exclusivity obligations under Section 2.1 of this Agreement shall terminate.

“Manufacturing Exclusivity Period” shall have the meaning assigned thereto in Section 3.2.2.

Neuren and its Affiliates will not, and will cause licensees, sublicensees and acquirers not to, develop or commercialize a Competing Product in the Territory during the Exclusivity Period; provided, however, that in the event Neuren (or its Affiliate, licensee, sublicensee or acquirer) acquires such Competing Product during the Exclusivity Period, it must, unless ACADIA agrees to the contrary, within […​…] of such acquisition, either divest such Competing Product to a Third Party, or discontinue the development or commercialization of such Competing Product.

The parties to this Agreement hereby acknowledge and ratify the oral amendment to [Article 3.1] of this Agreement to expand the Territory to: “worldwide exclusivity SAVE AND EXCEPT Korea”.

Term and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof and end thirty (30) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Wainwright’s legal counsel) and, if applicable, for electronic road show service used in connection with an Offering. During Wainwright’s engagement hereunder: # the Company will not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and # the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Wainwright’s engagement hereunder, all inquiries from prospective investors will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.