Common use of Foreign Countries Clause in Contracts

Foreign Countries. Except as provided in this Section, Distributor may not sell Products into a foreign country without Licensor’s prior written approval of such country, which approval may be withheld in Licensor’s commercially reasonable discretion. In order to seek such approval, Distributor must first send Licensor a written notice identifying: (i) the country; (ii) the names and addresses of the customers in such country to whom Distributor intends to sell Products; (iii) the quantity and types of Products Distributor intends to sell in such country; and (iv) a list of the Marks, Copyrights and Patents, if any, relating to such Products. Distributor agrees, at its sole expense, to conduct all additional due diligence that Licensor reasonably specifies to determine whether any of the Intellectual Property associated with the Products or the marketing of the Products infringes on the rights of any third party under the laws of such country. Licensor agrees to cooperate with Distributor in conducting such additional due diligence. If it is determined that the Intellectual Property infringes on the rights of any third party under the laws of the country, Distributor may not sell Products into such country. If it is determined that the Intellectual Property does not infringe on the rights of any third party under the laws of the country, Licensor may condition its approval of the country on first registering, applying to register, or taking such other actions that may be necessary or desirable to protect and perfect Licensor’s (or Licensor’s licensors) interests in the Intellectual Property. Distributor may not register, apply to register or otherwise attempt to secure any rights to the Intellectual Property under its own name or any name other than Licensor or the name of a person identified by Licensor. Distributor agrees to cooperate with Licensor in: (i) registering or otherwise protecting the Intellectual Property with any applicable governmental authority within such country to the extent required or desirable to fully protect Licensor’s rights under applicable law; and (ii) maintaining or perfecting such registration or other protection of the Intellectual Property. Distributor agrees to promptly reimburse Licensor for all costs that Licensor incurs in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, 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. registering, perfecting or maintaining the registration or other protection of the Intellectual Property in such country. If Distributor sells Products into a foreign country without obtaining Licensor’s prior written approval in accordance with the procedures above, Distributor agrees to indemnify the Licensor Indemnified Parties and hold them harmless for, from and against any and all Losses and Expenses incurred by any of them as a result of or in connection with such sale, including any related infringement actions. This provision does not apply to any export of the Products by any party outside Distributor’s control; provided, however, that: (i) Distributor advises all parties with whom it conducts business that they may not export Products without Distributor’s approval; and (ii) Distributor does not use this exception as a means to circumvent the purpose or intent of this Section.

Foreign Countries. Except as provided in this Section, Distributor may not sell Products into a foreign country without Licensor’s prior written approval of such country, which approval may be withheld in Licensor’s commercially reasonable discretion. In order to seek such approval, Distributor must first send Licensor a written notice identifying: (i) the country; (ii) the names and addresses of the customers in such country to whom Distributor intends to sell Products; (iii) the quantity and types of Products Distributor intends to sell in such country; and (iv) a list of the Marks, Copyrights and Patents, if any, relating to such Products. Distributor agrees, at its sole expense, to conduct all additional due diligence that Licensor reasonably specifies to determine whether any of the Intellectual Property associated with the Products or the marketing of the Products infringes on the rights of any third party under the laws of such country. Licensor agrees to cooperate with Distributor in conducting such additional due diligence. If it is determined that the Intellectual Property infringes on the rights of any third party under the laws of the country, Distributor may not sell Products into such country. If it is determined that the Intellectual Property does not infringe on the rights of any third party under the laws of the country, Licensor may condition its approval of the country on first registering, applying to register, or taking such other actions that may be necessary or desirable to protect and perfect Licensor’s (or Licensor’s licensors) interests in the Intellectual Property. Distributor may not register, apply to register or otherwise attempt to secure any rights to the Intellectual Property under its own name or any name other than Licensor or the name of a person identified by Licensor. Distributor agrees to cooperate with Licensor in: (i) registering or otherwise protecting the Intellectual Property with any applicable governmental authority within such country to the extent required or desirable to fully protect Licensor’s rights under applicable law; and (ii) maintaining or perfecting such registration or other protection of the Intellectual Property. Distributor agrees to promptly reimburse Licensor for all costs that Licensor incurs in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, 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. registering, perfecting or maintaining the registration or other protection of the Intellectual Property in such country. If Distributor sells Products into a foreign country without obtaining Licensor’s prior written approval in accordance with the procedures above, Distributor agrees to indemnify the Licensor Indemnified Parties and hold them harmless for, from and against any and all Losses and Expenses incurred by any of them as a result of or in connection with such sale, including any related infringement actions. This provision does not apply to any export of the Products by any party outside Distributor’s control; provided, however, that: (i) Distributor advises all parties with whom it conducts business that they may not export Products without Distributor’s approval; and (ii) Distributor does not use this exception as a means to circumvent the purpose or intent of this Section.