Target Exclusivity Clause Samples

The Target Exclusivity clause establishes that the target company or party agrees not to negotiate, solicit, or entertain offers from other potential buyers or partners for a specified period. In practice, this means the target is restricted from engaging in discussions or sharing confidential information with third parties regarding similar transactions while exclusivity is in effect. This clause ensures that the interested buyer or investor has a dedicated window to conduct due diligence and negotiate terms without the risk of being outbid or losing the deal to a competitor, thereby protecting their investment of time and resources.
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Target Exclusivity. 4.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Target Exclusivity. 2.4.4.1. During the Term on a Designated Target-by-Designated Target basis, Mersana will collaborate exclusively with Merck with respect to such Designated Target during the period commencing with the designation of an Antigen as a Designated Target by Merck pursuant to Section 2.4.2.4 and ending on the earliest of (a) [***]; (b) [***]; (c) [***] or (d) [***] (each such period, a “Target Exclusivity Period”). For purposes of this Section 2.4.4, “collaborate exclusively” means that Mersana will not, [***]. The provisions of this Section 2.4.4.1 shall not apply to any Future Acquirer or any Affiliate of any Future Acquirer other than Mersana to the extent that any activities conducted by any such Future Acquirer or any such Affiliate with respect to such Designated Target do not make use of any information or intellectual property right that is deemed Controlled by Mersana pursuant to this Agreement. 2.4.4.2. Upon the expiration or termination of a Target Exclusivity Period for a Designated Target: (a) the Exclusive License to Merck pursuant to Section 3.2 with respect to such Designated Target shall automatically terminate, and (b) Merck will (i) [***] and (ii) [***].
Target Exclusivity. 3.1 During the Target Option Period, Licensee shall have the option to obtain Target Exclusivity (defined below) for up to […***…] Poseida Selected Targets, provided Target Exclusivity is Available at the time of Licensee’s election thereof (the “Target Exclusivity Option”). “Target Exclusivity” means that, with respect to a Poseida Selected Target, TeneoBio and its Affiliates shall not license to a Third Party, or, on its own or through Third Parties, research (other than immunization services against unknown targets as and to the extent permitted in Section 5.4), develop, commercialize, or sell an antibody or other protein or peptide directed to such Poseida Selected Target for use in a cell therapy product containing a cell expressing a chimeric antigen receptor including such antibody or other protein or peptide.
Target Exclusivity. Except pursuant to this Agreement or any Joint Development and Commercialization Agreement, during the Term, neither Party nor any of its respective Affiliates shall, except as otherwise permitted in Section 8.2, either (a) alone or with or for any Third Party, Develop, Manufacture (for Development or Commercialization), or Commercialize in the Field any Compounds directed to EZH2, or (b) grant a license or sublicense to, or otherwise assist or contract with any Third Party, to Develop, Manufacture (for Development or Commercialization), or Commercialize in the Field any Compounds directed to EZH2.
Target Exclusivity. To the extent permitted by applicable law, during the Program Term of any Program, Pieris shall not apply its Anticalin Technology to perform any research or development activities for its own benefit or with or for the benefit of any Third Party on the Target to which the relevant Program relates.
Target Exclusivity. Except for Licensed Compounds and Licensed Products pursuant to this Agreement, until the expiration of the Target Exclusivity Period, neither Party nor any of its respective Affiliates shall, except as otherwise permitted in Section 7.2, either (a) alone or with or for any Third Party, Develop, Manufacture (for Development or Commercialization), or Commercialize in the Field any Compounds directed to EZH2 anywhere in the Territory, or (b) grant a license or sublicense to, sell or transfer assets (including intellectual property) to, or otherwise assist or contract with, any Third Party to Develop, Manufacture (for Development or Commercialization), or Commercialize in the Field any Compounds directed to EZH2 anywhere in the Territory.
Target Exclusivity. During the Target Exclusivity Period, Receptos shall not conduct, participate in, invest in, or fund, directly or indirectly, either alone or with any Third Party, any research and development directed to Collaboration Target except for Collaborative Research pursuant to the Research Plan set forth in Exhibit B or Alternative Target, if applicable. For clarity, the requirements of this Section 5.1 shall not apply with respect to any program of a Third Party which acquires Receptos (or control of it or substantially all of its assets) pursuant to a Change in Control; provided that no assets of Receptos which were in the possession of Receptos immediately prior to such Change in Control shall be used by such Third Party in connection with such program; provided, further, however, that the Information for the Collaboration Target, the Alternative Target and the Additional Target, if applicable shall not be transferred to , disclosed to, or used by such Third Party.
Target Exclusivity. Legacy shall notify Primary immediately upon the occurrence of the Target Exclusivity Expiration Date (as defined below). Primary covenants and agrees that until the earliest of (i) the date six (6) years following the end of the Research Term, (ii) termination of the Existing Ag Agreement, or (iii) the date on which Ag Partner ceases using Commercially Reasonable Efforts to develop and commercialize Ag Partner Royalty Products incorporating any Licensed VDCs or CDCs targeting, in either case, the Target (the earliest of (i), (ii), or (iii), the “Target Exclusivity Expiration Date”), neither Primary nor any Affiliate thereof shall enter into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target, provided that, notwithstanding the foregoing, this Section 2.5 shall not prohibit (i) any Primary Acquiring Entity or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field for the identification or generation of Metalloprotein Inhibitors intended to target the Target using Know-How or subject matter claimed in Patent Rights other than that included in Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became a Primary Acquiring Entity or (ii) Primary or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target using any Primary Acquiring Entity Know-How or subject matter claimed in Primary Acquiring Entity Patents, except to the extent such Primary Acquiring Entity Know-How or Primary Acquiring Entity Patents were already included within the Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became an Primary Acquiring Entity. For purposes of clarification but not limitation, nothing in this Agreement shall prevent Primary or any Affiliate thereof from entering into collaboration, licensing or other agreements with any Third Party(ies) (i) outside the Legacy Field concerning the identification, development, or commercialization of compounds directed against any receptor, protein, peptide, or other biological or chemical entity (including but not limited to the Target) or (ii) inside the Legacy Field concerning the identification, development, or commercialization of c...
Target Exclusivity. During the Term, but subject to Section 13.3(a)(ii) (Effect of Termination), Benitec shall not conduct, itself or through an Affiliate or Third Party, and shall not enable a Third Party to conduct, any pre-clinical or clinical development, manufacture, promotion, or commercialization of any compound, construct, composition or biological entity, regardless of modality directed to (i) any Collaboration Target for which Axovant is then developing a Collaboration Compound, or (ii) PABPN1.
Target Exclusivity. ISIS hereby agrees that, until such time as the approval of the first marketing application for a Compound in a Major Market pursuant to this Agreement, ISIS will work exclusively (even as to ISIS itself) with MERCK with regard to any and all activities for the research, discovery, development and/or commercialization of antisense compounds and products that target the genetic sequence of PTP-1B.