An exclusivity clause is a contractual provision that restricts one party from engaging in certain activities or dealings with other parties outside the agreement. Typically used to secure a commitment, it ensures that the party provides services, products, or rights solely to the other contracting party, often to maintain competitive advantage or preserve confidentiality.
Exclusivity. During the Exclusivity Period (as defined below), the Company shall not, and shall cause its subsidiaries not to, and shall direct its and its subsidiaries’ respective Representatives (as defined below) not to (other than with respect to Halozyme or any of its Representatives), directly or indirectly, (i) solicit, initiate, continue or enter into discussions with, or knowingly encourage, or provide any non-public information to, any corporation, partnership or other entity or group or person that constitutes, or would be expected to lead to, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations relating to, enter into any agreement, arrangement or understanding relating to, an Acquisition Proposal or any inquiry, proposal or offer that would be expected to lead to an Acquisition Proposal, or (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement relating, directly or indirectly, to an Acquisition Proposal. During the Exclusivity Period, the Company shall, and shall cause its subsidiaries to, and direct its and its subsidiaries’ respective Representatives to, immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties (other than Halozyme and its Representatives) with respect to an Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal. If, during the Exclusivity Period, the Company or any of its subsidiaries or their respective Representatives receives any inquiry, offer, proposal or expression of interest regarding an Acquisition Proposal (or any proposed amendment or modification thereto (including of any inquiry, offer, proposal or expression of interest regarding an Acquisition Proposal received prior to the date of this Exclusivity Agreement)), the Company shall (x) promptly (and in any event within 24 hours) notify Halozyme of such receipt and (y) other than confirming receipt or otherwise in accordance with this paragraph 1, during the Exclusivity Period, not contact or respond to such person, and not accept, recommend or endorse (or publicly propose or announce any intention or desire to accept, recommend or endorse) any such inquiry, offer, proposal or expression of interest regarding an Acquisition Proposal. The parties hereby agree that the Company shall be responsible for any breach of the terms of this Exclusivity Agreement by its subsidiaries and its Representatives.
“Exclusivity Period” means, subject to paragraph 4 below, the period commencing on the date hereof and ending at 5:00 p.m. (Boston, Massachusetts time) on July 1, 2022 or the earlier execution of a definitive agreement by Buyer and the Company relating to the Proposed Transaction.
This exclusivity agreement (the “Exclusivity Agreement”) sets forth certain understandings between Ipsen Pharma SAS (“Buyer”) and Epizyme, Inc. (the “Company”) with respect to discussions between the two parties relating to the possible acquisition by Buyer of all of the fully diluted outstanding equity securities of the Company (the “Proposed Transaction”).
In consideration of the time, effort and expense to be incurred by Buyer in connection with the Proposed Transaction, during the Exclusivity Period, the Company agrees that it shall not, and it shall cause each of its subsidiaries, and shall direct its and their respective Representatives not to (a) initiate, solicit or knowingly encourage any inquiry, proposal or offer from any person or entity (other than Buyer or any of its Representatives) for any Alternative Transaction, (b) disclose or otherwise make available to any person or entity (other than Buyer or any of its Representatives) any nonpublic information in connection with any Alternative Transaction or (c) engage in discussions or negotiations, or enter into any agreement, with any person or entity (other than Buyer or its Representatives) in connection with any Alternative Transaction.
1. Exclusivity. During the period beginning on the Effective Date and ending on the earlier of (x) the entry of Alexion and LogicBio (each, a “Party”) into a final definitive agreement regarding a strategic transaction between the Parties and (y) 11:59 p.m. (EST) on the 21st day immediately following the Effective Date (i.e. on September 20, 2022) (the “Exclusivity Period”), LogicBio hereby agrees not to, and to cause its controlled affiliates and its controlled affiliates’ respective officers, directors, general partners, employees, consultants, accountants, investment bankers, financial advisors, counsel, agents and other representatives (collectively, “Representatives”) not to (i) initiate contact with, solicit, encourage or disclose, directly or indirectly, any information concerning LogicBio to, (ii) afford any access to the personnel, offices, facilities, properties, books and records of LogicBio to, or (iii) enter into any discussion, negotiation, understanding, agreement or arrangement with, any person or entity (other than Alexion or its Representatives), in each case of clause (i) through (iii) above in connection with any Transaction Proposal. If, at the end of the Exclusivity Period, the Parties are working in good faith toward the execution of a definitive agreement between LogicBio and Alexion with respect to the Transaction, the Exclusivity Period shall be automatically extended to 11:59 p.m. (EST) on September 27, 2022. Notwithstanding the foregoing, nothing in this paragraph shall prohibit or limit LogicBio or its Representatives (a) in response to an unsolicited inquiry received during the Exclusivity Period, from indicating to any person or entity making such unsolicited inquiry that it is not permitted to respond to any Transaction Proposal or (b) complying with its obligations under federal and state securities and antitrust laws or the rules of NASDAQ. For purposes of this letter agreement, a “Transaction Proposal” means any inquiry, proposal, indication of interest or offer from any third party relating to, or that could reasonably be expected to lead to (A) a transaction or series of transactions pursuant to which any third party acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended) of more than 5% of the outstanding common stock or other equity securities of LogicBio (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 5% or more of the voting power of LogicBio, including pursuant to a stock purchase, merger, consolidation, tender offer, share exchange or similar transaction involving LogicBio, (B) any transaction pursuant to which any third party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of subsidiaries of LogicBio and any entity surviving any merger or combination including any of them) of LogicBio or its subsidiaries representing 5% or more of the revenues, net income or assets (in each case, on a consolidated basis) of LogicBio and its subsidiaries taken as a whole, (C) other than transactions that have been publicly disclosed by LogicBio prior to the date hereof, any disposition of assets representing 5% or more of the revenues, net income or assets (in each case, on a consolidated basis) of LogicBio and its subsidiaries, taken as a whole, or (D) any other business combination or similar transaction (including by stock purchase, merger, consolidation, tender offer, share exchange or similar transaction) that would reasonably be expected to prevent or materially delay a potential transaction between the Parties. Except as permitted under the last sentence of this letter agreement, during the Exclusivity Period, LogicBio shall, and shall cause each of its Representatives to, immediately cease and suspend any existing activities, discussions or negotiations with any person (other than Alexion or its Representatives) conducted heretofore with respect to any Transaction Proposal. Promptly following its execution and delivery of this letter agreement, LogicBio shall use its reasonable best efforts to cause access to non-public information and documents with respect to LogicBio in connection with any Transaction Proposal to be restricted solely to Alexion, its Representatives or persons designated by Alexion. LogicBio hereby represents that neither it, nor any of its Representatives is currently bound by any other agreement relating to a Transaction Proposal and that the execution of this letter agreement does not and will not violate any agreement by which any such person is bound or to which any of their respective assets are subject.
2. Negotiation; Information. During the Exclusivity Period, (a) each Party shall (and shall cause their Representatives to) negotiate in good faith with respect to a Transaction and shall use their respective good faith efforts to negotiate a Transaction Agreement and publicly announce a Transaction at or prior to the conclusion of the Exclusivity Period and (b) LogicBio shall use good faith efforts to afford to Alexion and its Representatives reasonable access to information and materials regarding LogicBio and its subsidiaries and their respective businesses requested by Alexion in order to facilitate Alexion’s evaluation of a Transaction.
1. Exclusivity Date Extension. The Parties acknowledge that they are continuing to negotiate the terms of the Transaction and desire to extend the Exclusivity Period to 11:59 p.m. (EST) on October 4, 2022, or such later date as may be agreed by the Parties in writing (email being sufficient) (the “Extended Exclusivity Date”). The Parties agree that the Exclusivity Period is hereby extended to the Extended Exclusivity Date, and that the Exclusivity Agreement is hereby amended accordingly. All references to the Exclusivity Period in the Exclusivity Agreement shall be references to such period as extended to the Extended Exclusivity Date hereby.
AMENDMENT TO EXCLUSIVITY AGREEMENT This Amendment to the Exclusivity Agreement (this “Amendment”) is effective as of September 27, 2022, by and between LogicBio Therapeutics, Inc., a Delaware corporation (“LogicBio”), and Alexion Pharmaceuticals, Inc., a Delaware corporation (“Alexion”). RECITALS A. Reference is made to that certain Exclusivity Agreement, dated August 30, 2022 (the “Exclusivity Agreement”), by and between the Parties. Capitalized terms used but not defined in this Amendment have the meanings given in the Exclusivity Agreement. B. The Parties are working in good faith toward the execution of a definitive agreement regarding the Transaction. C. The Exclusivity Period (as extended), as set forth in the Exclusivity Agreement, will terminate at 11:59 p.m. (EST) on September 27, 2022. D. LogicBio desires to extend the Exclusivity Period with Alexion to afford the Parties additional time to complete negotiations with respect to the Transaction.
We wish to confirm our recent conversations regarding a potential strategic transaction (the “Potential Transaction”) between Cott Corporation (“Cott”) and Primo Water Corporation (“Primo Water”). In consideration of Cott undertaking discussions, negotiations and other steps with respect to a Potential Transaction (and in recognition of the time and effort that Cott may expend and the expenses that Cott may incur in pursuing these negotiations), Primo Water, intending to be legally bound, agrees as follows (the “Exclusivity Agreement”): 1. Until 11:59 p.m. (Eastern Time) on January 15, 2020 (as such period may be further extended by mutual written agreement of the parties, the “Exclusivity Period”), Primo Water shall not (and shall (x) not authorize or permit its controlled subsidiaries or its or their respective directors, officers, attorneys or financial advisors to, and (y) use its reasonable best efforts to cause its and its controlled subsidiaries’ respective employees, agents, affiliates, representatives, accountants, consultants and other advisors (collectively, together with Primo Water’s and its controlled subsidiaries’ respective directors, officers, attorneys and financial advisors, “Representatives”) not to), directly or indirectly: (A) solicit, initiate, seek or knowingly take action to facilitate or knowingly encourage any inquiry, proposal or offer from, (B) furnish, or afford access to, any non-public information to, (C) grant any waiver or release of any standstill or similar agreement with, or (D) enter into or participate in any discussions or negotiations with, any Person (other than discussions with Cott or its designated representatives) regarding an Alternative Transaction.
Conduct. During the Exclusivity Period, the Company agrees that it shall not, nor shall it permit any of its affiliates to, nor shall it authorize or permit any officer, director, senior executive employee, accountant, counsel, investment banker, financial advisor or other representative of the Company or any of its affiliates or any affiliate of any such Person (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek or encourage (including by way of furnishing information or engaging in discussions) or knowingly take any other action or direct any other Person to take any action to facilitate any inquiries or the making of any offer or proposal which constitutes or could reasonably be expected to lead to an Alternative Proposal (as defined below) from any Person or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal.
1 EXCLUSIVITY 1.1 East LNG hereby grants to Asia First the exclusive right to (directly or through its subsidiary or other affiliate or nominee) develop, operate, own and lease to East LNG the Re-gas Terminal and the Sub-sea Pipeline (the “Exclusive Rights”) on the terms set out in this Exclusivity Agreement. 1.2 East LNG shall not, directly or indirectly, and ensure that KGLNG shall not, enter into any negotiations or agreements or otherwise pursue any alternative solutions for the development of or in relation to the Licence and/or the Kakinada Deep Water Port, including all connected licences and sub-licenses. 1.3 East LNG shall at all times maintain its shareholding of 525,000 shares of the total 526,000 shares in KGLNG and shall ensure that KGLNG remains the sole holder of the Licence.
2.Exclusivity Fee. Clause 4A(iv) of the Agreement is hereby amended as follows: (a)The Exclusivity Fee shall hereafter run on a calendar-year basis (each, a “Year”), with the next such Recurring Exclusivity Fee applying to the Year from January 1, 2023 through December 31, 2023. (b)The Recurring Exclusivity Fee for the 2023 Year shall be $[***] and the Recurring Exclusivity Fee for each Year thereafter shall be $[***] unless otherwise mutually agreed by the parties. The parties shall meet (including remotely) to discuss the Recurring Exclusivity Fee each Year prior to the start of the last quarter of that Year; provided, that this does not impose an obligation on the part of either party to agree to any adjustment in such Recurring Exclusivity Fee. (c)Payment of the Exclusivity Fee for the 2023 Year shall be paid within [***] of the date of this Amendment #3. It is hereby acknowledged that, given the foregoing change in the Recurring Exclusivity Fee so that it applies on a calendar-year basis, a credit in Immunome’s favor in the amount of $[***] (in respect of the previously paid Recurring Exclusivity Fee running from July 1, 2022 – June 30, 2023) shall be applied to the Recurring Exclusivity Fee for the 2023 Year. Accordingly, the payment from Immunome to Arrayjet pursuant to clause (i) of this paragraph will be in the amount of $[***] ($[***] less the $[***] credit). (d)Payment of the Exclusivity Fee for the 2024 Year and each subsequent Year shall be paid quarterly in arrears, commencing with the calendar quarter ended March 31, 2024.
Exclusivity Period. The parties will enter into exclusive negotiations with one another in connection with the transaction, such exclusive negotiations to extend for a period of time (the “Initial Exclusivity Period”) beginning on January 19, 2024 and ending at 11:59 p.m., New York time on January 26, 2024; provided, however, that in the event the Company obtains aggregate financing in an amount of at least $6,000,000 following January 15, 2024 and prior to the end of the Initial Exclusivity Period, such Initial Exclusivity Period shall be automatically extended through to 11:59 p.m., New York time on February 2, 2024 (the “Extended Exclusivity Period”); provided, further, that in the event the Company obtains aggregate financing in an amount of at least $7,600,000 following January 15, 2024 and prior to the end of the Extended Exclusivity Period, such Extended Exclusivity Period shall be automatically extended through to 11:59 p.m., New York time on February 9, 2024 (such extension, together with the Initial Exclusivity Period and the Extended Exclusivity Period, the “Exclusivity Period”).
s previously disclosed, on September 6, 2022 (the “Original Signing Date”), the Company and Koito Manufacturing Co., Ltd. (“Koito”), an automotive tier 1 partner of the Company, entered into the exclusivity agreement (the “Exclusivity Agreement”) which granted Koito a 30-day exclusivity period for the parties to negotiate the potential transaction contemplated by the Non-binding LOI (the “Exclusivity Period”). In consideration of the constructive discussions and the positive progress made during the initial Exclusivity Period, on October 6, 2022, the Company and Koito entered into an agreement to extend the Exclusivity Period to 60 days after the Original Signing Date (the “Extension Agreement”). At this time, there can be no assurances that the Company will or will not enter into any definite agreements with Koito, issue any securities to Koito (including the Proposed Preferred Stock) or otherwise enter into any other strategic corporate transactions with Koito or, following expiration of the Exclusivity Period (as it may be extended), any other third party.
“Exclusivity Period” means the period commencing on the Effective Date and ending on the date that either Party terminates the Exclusivity Rights pursuant to Section 2.6 of this Agreement.
The exclusivity rights granted to SAM under this Section 2.4 are hereafter referred to as the “Exclusivity Rights”. The Exclusivity Rights shall be valid only during the Exclusivity Period.
Exclusivity is a contractual obligation that restricts parties from engaging in certain activities with others outside the agreement. This provision is designed to protect the interests of the party benefiting from exclusivity, by ensuring they have the sole rights to particular aspects of a product, service, or relationship for a specified time. Exclusivity arrangements can be found in various sectors, including business partnerships, supply chains, distribution agreements, employment contracts, and more.
Exclusivity should be used when:
When drafting an exclusivity clause, consider the following elements:
Clear Definition of Scope: Specify the areas or activities covered by the exclusivity provision.
Example: “The supplier shall not supply the products outlined in this agreement to any other retailer within the specified geographic region.”
Duration of Exclusivity: Clearly state the time frame for which the exclusivity applies.
Example: “This exclusivity agreement shall remain in effect for a period of 24 months from the signing date.”
Consequences for Breach: Outline penalties or remedies if the exclusivity clause is violated.
Example: “In the event of a breach of this exclusivity provision, the breaching party shall pay a penalty of $50,000 to the aggrieved party.”
Exceptions and Conditions: Specify any exceptions to the exclusivity or conditions under which it may be terminated.
Example: “Exclusivity shall not apply if the supplier fails to meet the agreed delivery schedule on more than three occasions.”
Exclusivity is commonly found in the following types of contracts:
Supply and Distribution Agreements: To ensure a supplier or distributor focuses solely on your products.
Franchise Agreements: To protect a franchisee’s territory from other same-brand franchisees.
Employment Contracts: Often through non-compete clauses to restrict employees from working with competitors.
Partnership or Joint Venture Agreements: To ensure partners are not simultaneously exploring competitive ventures.
Licensing Agreements: To grant sole rights to manufacture, use, or sell a product or technology.
Incorporating exclusivity must be done with careful consideration of its implications, balancing the benefits against potential limitations for all involved parties.
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