Common use of Exclusivity of Efforts Clause in Contracts

Exclusivity of Efforts. (a) For a period of three (3) years after the Effective Date, neither Ciba, Chiron nor their Affiliates shall develop, manufacture, market, sell or otherwise distribute any product, other than Products, which product is specifically intended by Ciba, Chiron or such Affiliate for use within the Field at the time of Ciba or Chiron's development, manufacture, marketing, sale or distribution. Subject to Section 3.3.4, nothing herein shall preclude preclinical research by Ciba, Chiron or their respective Affiliates within the Field. (b) Neither Ciba, Chiron nor their respective Affiliates shall seek regulatory approval to market or promote any Product for use outside the Field, and Ciba, Chiron and their respective Affiliates shall market, promote and distribute the Products only in accordance with applicable laws and regulations, and only as a combination including the Delivery System. Subject to the foregoing provisions of this Section 2.4.1(b), the Developing Party shall not be deemed to have exceeded the scope of the licenses set forth in Section 2.1 above by reason of off label use of Products outside the Field. 2.4.2 By reason of the license granted in Section 2.1, during the term of this Agreement, Focal shall not conduct research, develop, manufacture, market, sell or distribute, or grant to a third party a right or license to conduct research, develop, manufacture, market, sell or distribute, any product incorporating any Hydrogel Polymer which product is specifically intended by Focal or such third party for use within the Field, except as may be approved by Ciba or Chiron, or as provided below. It is understood that Focal may conduct research, development, manufacture, marketing, sale or distribution of products incorporating Hydrogel Polymers for use outside the Field; provided that Focal, its Controlled Affiliates and licensees with respect to such products shall not seek regulatory approval to market or promote any such product for use within the Field, and Focal, its Controlled Affiliates and licensees shall market, promote and distribute such products only in accordance with applicable laws and regulations. Focal shall not be deemed to have granted a license within the Field by reason of off label use of any such product. It is understood that the foregoing restrictions on licensees apply only to products subject to the license from Focal. Notwithstanding the foregoing provisions of this Section 2.4.2: [*] * Confidential treatment has been requested for marked portion

Exclusivity of Efforts. (a) For a period of three (3) years after the Effective Date, neither Ciba, Chiron nor their Affiliates shall develop, manufacture, market, sell or otherwise distribute any product, other than Products, which product is specifically intended by Ciba, Chiron or such Affiliate for use within the Field at the time of Ciba or Chiron's development, manufacture, marketing, sale or distribution. Subject to Section 3.3.4, nothing herein shall preclude preclinical research by Ciba, Chiron or their respective Affiliates within the Field. (b) Neither Ciba, Chiron nor their respective Affiliates shall seek regulatory approval to market or promote any Product for use outside the Field, and Ciba, Chiron and their respective Affiliates shall market, promote and distribute the Products only in accordance with applicable laws and regulations, and only as a combination including the Delivery System. Subject to the foregoing provisions of this Section 2.4.1(b), the Developing Party shall not be deemed to have exceeded the scope of the licenses set forth in Section 2.1 above by reason of off label use of Products outside the Field. 2.4.2 By reason of the license granted in Section 2.1, during the term of this Agreement, Focal shall not conduct research, develop, manufacture, market, sell or distribute, or grant to a third party a right or license to conduct research, develop, manufacture, market, sell or distribute, any product incorporating any Hydrogel Polymer which product is specifically intended by Focal or such third party for use within the Field, except as may be approved by Ciba or Chiron, or as provided below. It is understood that Focal may conduct research, development, manufacture, marketing, sale or distribution of products incorporating Hydrogel Polymers for use outside the Field; provided that Focal, its Controlled Affiliates and licensees with respect to such products shall not seek regulatory approval to market or promote any such product for use within the Field, and Focal, its Controlled Affiliates and licensees shall market, promote and distribute such products only in accordance with applicable laws and regulations. Focal shall not be deemed to have granted a license within the Field by reason of off label use of any such product. It is understood that the foregoing restrictions on licensees apply only to products subject to the license from Focal. Notwithstanding the foregoing provisions of this Section 2.4.2: [*] * Confidential treatment has been requested for marked portion: (a) For so long as the Roche Agreement remains in effect, nothing in this Agreement shall limit Focal's right to research, develop, market, sell or distribute Roche Product pursuant to the Roche Agreement, or grant the rights granted or contemplated in the Roche Agreement with respect to such Roche Product including without limitation the right or license (with right to grant and authorize sublicenses) to research, develop, make, have made, use, market, sell and/or distribute products incorporating Hydrogel Polymer with such Roche Product. (b) This Section 2.4.2 is subject to Section 2.2 and Section 2.4.3. 2.4.3 Subject to Section 2.2 above, during the term of this Agreement, Focal hereby grants to each of Ciba and Chiron the right of first refusal to expand the Field to include within the licenses granted under Section 2.1 any New Polymer. "New Polymer" shall mean any polymer other than a Hydrogel Polymer which is discovered, developed, acquired or otherwise Controlled by Focal or its Controlled Affiliates after the Effective Date and during the term of this Agreement.