Common use of Diversion Clause in Contracts

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold any Licensed Products to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of the Licensed Products located in any country or jurisdiction in the other Party’s territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for any Licensed Products from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and subcontractors Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold any the Licensed Products Product to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion). Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to any the Licensed Products Product for use directed primarily to customers or other buyers or users of the Licensed Products Product located in any country or jurisdiction in the other Party’s territory, territory or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for any the Licensed Products Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) any the Licensed Products Product to Third Parties for use in the other Party’s territory except in accordance with a Joint Global Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts to fulfill an obligation under this Agreement or monitor and prevent exports of the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses Licensed Product from in the other Party’s territory Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to promote and market prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 Product for Commercialization outside the Territory or for off-label use outside the Field (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products but otherwise in the other Party’s territory. ​Territory).

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and subcontractors Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold any Licensed Collaboration Products to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding anything to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Collaboration Products to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion), and in coordination with Blueprint through the JPT, CStone will have the right to engage key opinion leaders from outside the Territory to participate in education, advisory, and other activities relating to Collaboration Products in the Territory. Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to any Licensed Collaboration Products for use directed primarily to customers or other buyers or users of the Licensed Collaboration Products located in any country or jurisdiction in the other Party’s territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for any Licensed Collaboration Products from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Collaboration Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Global Development Plan or Territory-Specific Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) Article 7 (Manufacturing Technology TransferManufacturing). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​.

Diversion. Each Party covenants and agrees that it will shall not, and will shall ensure that its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees and subcontractors will (with respect to Licensee) shall not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory; provided that each Party shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, including via the Internet or mail orderfor their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7. Neither Party will shall engage, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of the Licensed Products located in any country country, jurisdiction or jurisdiction Region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country country, jurisdiction or jurisdiction Region in the other Party’s territory. If a Party, its Affiliates, Third Party or its Affiliates Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for any Licensed Products for use from a prospective purchaser located in a country country, jurisdiction or jurisdiction Region in the other Party’s territory, then such Party will immediately shall immediately, but in any event within [* * *], refer that order to such other Party and will shall not accept any such orders. Neither Party willshall, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​.

Diversion. Each Subject to Applicable Law, each Party covenants and agrees that it will not, and will ensure that its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) and Sublicensees and subcontractors will (with respect to JW) do not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territoryTerritory; provided, including via the Internet or mail order. Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of the Licensed Products located in any country or jurisdiction in the other Party’s territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for any Licensed Products from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory Territory and to promote and market the Licensed market, for their Territory, Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion)6.4. Each Neither Party will have the right engage, or will permit its Affiliates, Third Party Licensees (with respect to engage key opinion leaders from outside its territory and TSVT) or Sublicensees (with respect to participate JW) to engage, in education, advisory, and other any advertising or promotional activities relating to Licensed any Products for use directed primarily to customers or users of Products located in any country, jurisdiction or region in the other Party’s territoryTerritory, or solicit orders from any prospective purchaser that such Party has reason to believe intends to distribute such Product in any country, jurisdiction or region in the other Party’s Territory. ​If a Party or any of its Affiliates, Third Party Licensees (with respect to TSVT) or Sublicensees (with respect to JW) receives any order for Products for use from a prospective purchaser that intends to distribute such Product in a country, jurisdiction or region in the other Party’s Territory, then such Party will promptly, but in any event within thirty (30) days of receipt, refer that order to such other Party and will not accept any such orders. Except as otherwise provided herein, neither Party will, nor will permit its Affiliates, Third Party Licensees (with respect to TSVT) or Sublicensees (with respect to JW) to, deliver or tender (or cause or knowingly permit to be delivered or tendered) any Products for use in the other Party’s Territory. Notwithstanding the foregoing, this Section 6.4 is not intended to limit, and will not limit, TSVT’s retained rights as set forth in Section 8.5, including TSVT’s right to Exploit Products in the JW Territory outside the Field.

Diversion. Each Party covenants and agrees that it will shall not, and will shall ensure that its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees and subcontractors will (with respect to Licensee) shall not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory; provided that each Party shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, including via the Internet or mail orderfor their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7. Neither Party will shall engage, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of the Licensed Products located in any country country, jurisdiction or jurisdiction region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country country, jurisdiction or jurisdiction region in the other Party’s territory. If a Party, its Affiliates, Third Party or its Affiliates Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for any Licensed Products for use from a prospective purchaser located in a country country, jurisdiction or jurisdiction region in the other Party’s territory, then such Party will immediately shall immediately, but in any event within [* * *] hours, refer that order to such other Party and will shall not accept any such orders. Neither Party willshall, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​.

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and subcontractors Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold any the Licensed Products Product to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion). Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to any the Licensed Products Product for use directed primarily to customers or other buyers or users of the Licensed Products Product located in any country or jurisdiction in the other Party’s territory, territory or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for any the Licensed Products Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) any the Licensed Products Product to Third Parties for use in the other Party’s territory except in accordance with a Joint Global ​ ​ Development Plan or Territory Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) Article 7 (Manufacturing Technology TransferManufacturing). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​.

Diversion. Each Neither Party agrees that it will notnor its Affiliates will, and each Party will take reasonable measures to ensure that its Affiliates and Sublicensees Sublicensees, licensees and subcontractors will do not, either directly or indirectly, promote, market, distribute, import, sell, or have sold any Licensed Products Product to any Third Party or to any address or Internet Protocol address or the like in the other outside of such Party’s territory, Territory including via the Internet or mail order. Neither Notwithstanding any provision to the contrary set forth in this Agreement, either Party will have the right to attend, or have its designees attend, conferences and meetings of congresses inside and outside of such Party’s Territory, subject to this Section 7.12 (Diversion); provided that (a) if both Parties are attending the same conference or meeting, then the Parties will coordinate regarding such attendance, and (b) if a Party wishes to host a commercial booth with respect to any Licensed Product at any conference within the other Party’s Territory, then such Party will coordinate with the other Party regarding such booth. As applicable, (i) in the case of Thera, in any country or jurisdiction outside the Thera Territory, and (ii) in the case of Ionis, in the Thera Territory: 7.12.1 such Party and its Affiliates will not engage, nor permit its Affiliates or Sublicensees Sublicensees, licensees and subcontractors to engage, in any advertising or promotional activities relating to any Licensed Products Product for use directed primarily to customers or other buyers or users of the Licensed Products Product located in any such country or jurisdiction in the other Party’s territory, or jurisdiction; 7.12.2 such Party and its Affiliates will not solicit orders of the Licensed Products from any prospective purchaser located in any such country or jurisdiction in the other Party’s territory. If a jurisdiction; 7.12.3 such Party or and its Affiliates or Sublicensees receive any order for any Licensed Products from a prospective purchaser located in a country or jurisdiction in the other Party’s territorywill not, then such Party will immediately refer that order to such other Party and will take reasonable measures to cause its Sublicensees, licensees and subcontractors not accept any such orders. Neither Party will, nor permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products Product to Third Parties for use in the other Party’s territory except such country or jurisdiction; and 7.12.4 if either Party or its Affiliates, Sublicensees or licensees receive any order for any Licensed Product from a prospective purchaser located in accordance with a Joint Development Planany such country or jurisdiction, to fulfill an obligation under this Agreement or the Supply Agreement then such Party will immediately refer that order to the other Party, Party or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding its designee and will not accept any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​orders.

Diversion. Each Party covenants and agrees that it will shall not, and will shall ensure that its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees and subcontractors will (with respect to Licensee) shall not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory; provided that each Party shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, including via the Internet or mail orderfor their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section ‎6.7. Neither Party will shall engage, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of the Licensed Products located in any country country, jurisdiction or jurisdiction region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country country, jurisdiction or jurisdiction region in the other Party’s territory. If a Party, its Affiliates, Third Party or its Affiliates Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for any Licensed Products for use from a prospective purchaser located in a country country, jurisdiction or jurisdiction region in the other Party’s territory, then such Party will immediately shall immediately, but in any event within [* * *] hours, refer that order to such other Party and will shall not accept any such orders. Neither Party willshall, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory. ​.