Cross-Territorial Restrictions. (a) Mundipharma hereby covenants and agrees that, insofar as permitted by applicable Law, it shall not, and shall ensure that its Affiliates and Sublicensees will not, either directly or indirectly, knowingly promote, market, distribute, import, sell or have sold any Product, including via internet or mail order, into countries in the Allos Territory. As to such countries in the Allos Territory, Mundipharma shall not, and shall ensure that its Affiliates and Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in such countries, (ii) engage in any advertising or promotional activities relating to any Product that are directed primarily to customers or other purchasers or users of such Product located in such countries, (iii) solicit orders from any prospective purchaser located in such countries, or (iv) sell or distribute any Product to any person in the Licensed Territory who it knows intends to sell any Product in such countries. If Mundipharma receives any order from a prospective purchaser located in a country in the Allos Territory, Mundipharma shall immediately refer that order to Allos, and Mundipharma shall not accept any such orders. Mundipharma shall not deliver or tender (or cause to be delivered or tendered) any Product into a country in the Allos Territory. Mundipharma shall not, and shall ensure that its Affiliates and Sublicensees will not, restrict or impede in any manner Allos’ exercise of its retained rights in the Allos Territory.
Cross-Territorial Restrictions. SAMR hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees will not, intentionally or knowingly, either directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, into countries outside the Applicable Territory. As to such countries outside the Applicable Territory (which are exclusively reserved for Aridis), SAMR shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (c) solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) sell or distribute Licensed Products to any person in the Applicable Territory who intends to sell or has in the past sold Licensed Products in such countries. If SAMR receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country outside the Applicable Territory, SAMR shall immediately refer that order to Aridis and SAMR shall not accept any such orders. SAMR shall not, intentionally or knowingly, deliver or tender (or cause to be delivered or tendered) Licensed Products into a country outside of the Applicable Territory. SAMR shall not, and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner Aridis’s exercise of its retained exclusive rights outside of the Applicable Territory.
Cross-Territorial Restrictions. As permitted by Law, Licensee shall not, and shall ensure that its Affiliates and Sublicensees will not, either directly or indirectly, knowingly promote, market, distribute, import, sell or have sold Product, including via internet or mail order, into countries in the Licensor Territory. As to such countries in the Licensor Territory, Licensee shall not, and shall ensure that its Affiliates and Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for Product in such countries, (ii) engage in any advertising or promotional activities relating to Product that are directed primarily to customers or other purchasers or users of Product located in such countries, (iii) solicit or accept orders from any prospective purchaser located in such countries, or (iv) sell or distribute Product to any person in the Licensed Territory who it knows intends to sell Product in such countries. If Licensee receives any order from a prospective purchaser located in a country in the Licensor Territory, Licensee shall refer that order to Licensor, and Licensee shall not accept any such orders. Licensee shall not deliver or tender (or cause to be delivered or tendered) Product into a country in the Licensor Territory.
Cross-Territorial Restrictions. (a) Bayer hereby covenants and agrees that, insofar as permitted by Applicable Law, it shall not, and shall ensure that its Affiliates and Sublicensees shall not, either directly or indirectly, knowingly promote, market, distribute, import for sale, sell or have sold any Licensed Product, including via internet or mail order, to any Third Party or to any address or Internet Protocol address or the like into countries outside of the Licensed Territory. As to such countries outside of the Licensed Territory, Bayer shall not, and shall ensure that its Affiliates and Sublicensees shall not: (i) [***]. If Bayer receives any order for use from a prospective purchaser that intends to distribute such Licensed Product outside of the Licensed Territory, insofar as permitted by Applicable Law, Bayer shall [***]. Bayer shall not, and shall ensure that its Affiliates and Sublicensees shall not, restrict or impede in any manner Eidos’ exercise of its retained rights outside of the Licensed Territory. Except as otherwise provided herein, neither Party shall, or shall permit its Affiliates, Affiliated Entities, Third Party licensees (with respect to Eidos) or Sublicensees (with respect to Bayer) to, [***] any Licensed Products for commercial use in the other Party’s applicable territory.
Cross-Territorial Restrictions. Licensee hereby covenants and agrees that it shall not, and shall require that its Affiliates and permitted sublicensees will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Product into countries or regions outside the Territory. If Licensee receives any order for any Licensed Product for delivery outside the Territory, Licensee shall immediately refer that order to Teva and Licensee shall not accept any such orders.
Cross-Territorial Restrictions. (a) Mundipharma hereby covenants and agrees that, insofar as permitted by applicable Law, it shall not, and shall ensure that its Affiliates and Sublicensees will not, either directly or indirectly, knowingly promote, market, distribute, import, sell or have sold any Product, including via internet or mail order, into countries in the Allos Territory. As to such countries in the Allos Territory, Mundipharma shall not, and shall ensure that its Affiliates and Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in such
Cross-Territorial Restrictions. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and Sublicensees will not, intentionally or knowingly, either directly or indirectly, promote, market, distribute, import, sell or have sold the Products into countries outside its respective territory. If a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a country outside of its respective territory, such Party shall immediately refer that order to the other Party and such Party shall not accept any such orders.
Cross-Territorial Restrictions. KVK hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees will not, either directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, into countries in the Retained Territory. As to such countries in the Retained Territory (which are exclusively reserved for KemPharm), KVK shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (c) solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) sell or distribute Licensed Products to any person in the Collaboration Territory who intends to sell or has in the past sold Licensed Products in such countries. If KVK receives any order for any Licensed Product from a prospective purchaser located in a country in the Retained Territory, KVK shall promptly refer that order to KemPharm and KVK shall not accept any such orders. KVK shall not deliver or tender, or cause to be delivered or tendered, Licensed Products into a country in the Retained Territory. KVK shall not, and shall ensure, that its Affiliates and their respective sublicensees will not, restrict or impede in any manner KemPharm’s exercise of its retained exclusive rights in the Retained Territory.
Cross-Territorial Restrictions. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates shall not, and shall use reasonable efforts to ensure that its licensees and sublicensees shall not, either directly or indirectly, promote, market, distribute, import, sell, have sold, deliver or tender (or cause to be delivered or tendered) any Licensed Product, including via internet or mail order, into the other Party’s territory. Without limiting the foregoing, as to each country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates shall not and shall use reasonable efforts to ensure that its licensees and sublicensees shall not: (a) establish or maintain any branch, warehouse or distribution facility for any Licensed Product in such country; (b) engage in any advertising or promotional activities relating to any Licensed Product that are directed primarily to customers or other purchasers or users of Licensed Product located in such country; (c) solicit orders for any Licensed Product from any prospective purchaser located in such country; or (d) sell or distribute any Licensed Product to any person in the applicable territory who the Party is aware intends to sell or has in the past sold any Licensed Product in such country. If a Party receives any order for a Licensed Product from a prospective purchaser located in a country in the other Party’s territory, the Party shall immediately refer that order to the other Party and shall not accept any such orders.
Cross-Territorial Restrictions. Roivant hereby covenants and agrees that it shall not, and shall ensure that its Transferees will not, either directly or indirectly, promote, market, distribute, import, sell or have sold the Product (or any Licensed Compound), including via internet or mail order, into countries outside China. As to such countries outside China (which are exclusively reserved for Urovant), Roivant shall not, and shall ensure that its Transferees will not: (b) engage in any advertising or promotional activities relating to the Product (or any Licensed Compound) that are directed primarily to customers or other purchaser or users of the Product (or any Licensed Compound) located in such countries, (c) solicit orders for the Product (or any Licensed Compound) from any prospective purchaser located in such countries, or (d) sell or distribute the Product (or any Licensed Compound) to any person in China who Roivant or its Transferees have reason to believe intends to sell or has in the past sold the Product (or any Licensed Compound) in such countries. If Roivant or any of its Transferees receives any order for the Product (or any Licensed Compound) from a prospective purchaser located in a country outside China, Roivant shall immediately refer that order to Urovant and neither Roivant nor any such Transferee shall accept any such orders. Neither Roivant nor any Transferee shall deliver or tender (or cause to be delivered or tendered) the Product (or any Licensed Compound) into a country outside China. Both Parties shall not, and shall ensure that its Transferees will not, restrict or impede in any manner the other Party’s exercise of its exclusive rights. Roivant will, and shall ensure that its Transferees will, use its reasonable commercial efforts to establish and maintain a secure supply chain and to ensure that the Product (or any Licensed Compound) is not diverted outside of China. Roivant will, and shall ensure that its Transferees will, reasonably assist Urovant in any investigation relating to the diversion of Product (or any Licensed Compound) from China to countries outside China, including by using reasonable efforts to provide Urovant with a list of any of its distributors, wholesalers, and suppliers of Product (and any Licensed Compound). [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406.
