Common use of Distribution Activities Clause in Contracts

Distribution Activities. Subject to the terms and conditions of this Agreement and the ▇▇▇▇▇▇▇ Distributor Agreement, the Parties hereby acknowledge and agree that Gilead (or its Affiliate or Sublicensee or Third Party Distributor) shall have the right to Distribute each Territory Combination Product in each country in the Territory (other than the ▇▇▇▇▇▇▇ Countries). Subject to the ▇▇▇▇▇▇▇ Distributor Agreement, Gilead (or such other Person) shall have the sole responsibility and right to fill orders with respect to such Territory Combination Product in such country and shall have the sole responsibility and right to distribute (or right to cause such other Person to distribute) such Territory Combination Product and to perform distribution activities with respect thereto, including inventory management and control, warehousing and storage, order filling, invoicing, collection of sales proceeds, determination and processing of charge-backs and rebates, preparation of sales records and reports, customer relations and services, and handling of returns (the “Distribution Activities”). Gilead shall not (i) grant rights to conduct any Distribution Activities with respect to a Territory Combination Product in any country to any Person other than its Affiliates, Sublicensees, Distribution Subcontractors or Third Party Distributors, (ii) sell or permit its Affiliates, Sublicensees or Third Party Distributors to sell any Territory Combination Product in a country outside of the European Union if Gilead (or such Affiliate, Sublicensee or Third Party Distributor) has reason to believe that such Territory Combination Product will be exported from such country to any ▇▇▇▇▇▇▇ Country, or (iii) export or have exported (other than pursuant to the ▇▇▇▇▇▇▇ Distributor Agreement), or permit its Affiliates, Sublicensees or Third Party Distributors to export, any Territory Combination Product from any country outside of the European Union if Gilead (or such Affiliate, Sublicensee or Third Party Distributor) has reason to believe that such Territory Combination Product will be Distributed (by Gilead or any other Person) in or to any ▇▇▇▇▇▇▇ Country without the written consent of ▇▇▇▇▇▇▇, unless refusing to so export the Territory Combination Product would violate Applicable Law. Gilead shall perform (or cause to be performed) the Distribution Activities in the Territory consistent with Applicable Law. ▇▇▇▇▇▇▇ shall promptly forward (or cause its Affiliates to forward) to Gilead (or its designee) any order(s) for the purchase of a Territory Combination Product that are received by ▇▇▇▇▇▇▇ or any of its Affiliates (excluding any orders for the purchase of a Territory Combination Product in the ▇▇▇▇▇▇▇ Countries), provided that ▇▇▇▇▇▇▇’▇ failure to forward any such order to Gilead (or its designee) shall not constitute a breach of this Agreement unless such failure constitutes willful misconduct.

Distribution Activities. Subject to the terms and conditions of this the Collaboration Agreement and the ▇▇▇▇▇▇▇ Distributor Agreementthis JDA, the Parties hereby acknowledge and agree that Gilead ▇▇▇▇▇▇▇ (or its Affiliate or Sublicensee or Third Party Distributor) shall have the right to Distribute each Territory Combination Product in each country in the Territory (other than the ▇▇▇▇▇▇▇ Countries)Country. Subject to the ▇▇▇▇▇▇▇ Distributor Agreement, Gilead (or such other Person) shall have the sole responsibility and right to fill orders with respect to such Territory Combination Product in such country each ▇▇▇▇▇▇▇ Country and shall have the sole responsibility and right to distribute (or right to cause such other Person to distribute) such Territory Combination Product and to perform distribution activities Distribution Activities with respect thereto, including inventory management and control, warehousing and storage, order filling, invoicing, collection of sales proceeds, determination and processing of charge-backs and rebates, preparation of sales records and reports, customer relations and services, and handling of returns (the “Distribution Activities”). Gilead ▇▇▇▇▇▇▇ shall not (ia) grant rights to conduct any Distribution Activities with respect to a Territory Combination Product in any country of the ▇▇▇▇▇▇▇ Countries to any Person other than its Affiliates, Sublicensees, Distribution Subcontractors or (subject to Section 13.2) Third Party Distributors, (iib) sell or permit its Affiliates, Sublicensees Affiliates or Third Party Distributors to sell any Territory Combination Product in a country outside of the European Union if Gilead ▇▇▇▇▇▇▇ (or such Affiliate, Sublicensee Affiliate or Third Party Distributor) has reason to believe that such Territory Combination Product will be exported from such country to any ▇▇▇▇▇▇▇ Gilead Country, or (iiic) export or have exported (other than pursuant to the ▇▇▇▇▇▇▇ Distributor Agreement)exported, or permit its Affiliates, Sublicensees Affiliates or Third Party Distributors to export, any Territory Combination Product from any country outside of the European Union if Gilead ▇▇▇▇▇▇▇ (or such Affiliate, Sublicensee Affiliate or Third Party Distributor) has reason to believe that such Territory Combination Product will be Distributed (by Gilead ▇▇▇▇▇▇▇, its Affiliates or any other Person) in or to any ▇▇▇▇▇▇▇ Gilead Country without the written consent of ▇▇▇▇▇▇▇Gilead, unless refusing to so export the Territory Combination Product would violate Applicable Law. Gilead ▇▇▇▇▇▇▇ shall perform (or cause to be performed) the Distribution Activities with respect to the Territory Combination Products in the Territory consistent with Applicable Law. ▇▇▇▇▇▇▇ Countries consistent with Applicable Law. Gilead shall promptly forward (or cause its Affiliates to forward) to Gilead ▇▇▇▇▇▇▇ (or its designee) any order(s) for the purchase of a Territory Combination Product that are received by ▇▇▇▇▇▇▇ or any of its Affiliates (excluding any orders for the purchase of a Territory Combination Product in the ▇▇▇▇▇▇▇ Countries)Countries that are received by Gilead or any of its Affiliates, provided that ▇▇▇▇▇▇▇’▇ Gilead’s failure to forward any such order to Gilead ▇▇▇▇▇▇▇ (or its designee) shall not constitute a breach of this Agreement JDA unless such failure constitutes willful misconduct.

Distribution Activities. Subject With respect to each Permitted Launch Country, subject to the terms and conditions of this Agreement and the ▇▇▇▇▇▇▇ Distributor Agreement, the Parties hereby acknowledge and agree that Gilead that, the Selling Party for such country (or its Affiliate or Sublicensee or Third Party Distributor) shall have the right to Distribute each the Territory Combination Product in each country in the Territory (other than the ▇▇▇▇▇▇▇ Countries)such country. Subject to the ▇▇▇▇▇▇▇ Distributor Agreement, Gilead The Selling Party (or its Third Party Distributor) for such other Person) country shall have the sole responsibility and right to fill orders with respect to such the Territory Combination Product in such country and shall have the sole responsibility and right to distribute (or right to cause such other Person its applicable Affiliate to distribute) such the Territory Combination Product and to perform distribution activities with respect thereto, including inventory management and control, warehousing and storage, order filling, invoicing, collection of sales proceeds, determination and processing of charge-backs and rebates, preparation of sales records and reports, customer relations and services, and handling of returns (the “Distribution Activities”). Gilead The Selling Party shall not (i) grant rights to conduct any Distribution Activities with respect to a the Territory Combination Product in any the applicable country to any Person other than its Affiliates, Sublicensees, Distribution Subcontractors or Third Party Distributors, (ii) sell or permit its Affiliates[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Sublicensees MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 Affiliates or Third Party Distributors to sell any Territory Combination Product in a country outside of the European Union if Gilead the Selling Party (or such Affiliate, Sublicensee Affiliate or Third Party Distributor) has reason to believe that such Territory Combination Product will be exported from such country to any ▇▇▇▇▇▇▇ Countrycountry as to which such Party is not the Selling Party (including any country outside the Territory), or and (iii) export or have exported (other than than, in the case of Gilead, pursuant to the ▇▇▇▇▇▇▇ any Tibotec Distributor Agreement), or permit its Affiliates, Sublicensees or Third Party Distributors Distributor to export, any Territory Combination Product from any country outside of the European Union if Gilead (or such Affiliate, Sublicensee or Third Party Distributor) has reason to believe that such Territory Combination Product will be Distributed for purposes of Distribution (by Gilead such Party, its Affiliates or any other Person) in or to any ▇▇▇▇▇▇▇ Country country as to which it is not the Selling Party (including any country outside the Territory) without the written consent of ▇▇▇▇▇▇▇the other Party, unless refusing to so export the Territory Combination Product would violate Applicable Law. Gilead The Selling Party shall perform (or cause to be performed) the Distribution Activities in the Territory consistent with Applicable Law. ▇▇▇▇▇▇▇ The non-Selling Party with respect to a country in the Territory shall promptly forward (or cause its Affiliates to forward) to Gilead the Selling Party (or its designee) any order(s) for the purchase of a Territory the Combination Product for sale or use in such country that are received by ▇▇▇▇▇▇▇ the non-Selling Party or any of its Affiliates (excluding any orders for the purchase of a Territory Combination Product in the ▇▇▇▇▇▇▇ Countries), Affiliates; provided that ▇▇▇▇▇▇▇’▇ the non-Selling Party’s failure to forward any such order to Gilead the Selling Party (or its designee) shall not constitute a breach of this Agreement unless such failure constitutes willful misconduct.