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

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. 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. 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.