Common use of No Diversion Clause in Contracts

No Diversion. Each of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose of this Agreement, Zai’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of TPTX Xxxxxxxx and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region Region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities labeling of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTXXxxxxxxx, TPTX Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory; and (f) each Party will use reasonable efforts to monitor and prevent exports of Products from its own territory for Commercialization in the other Party’s territory using methods permitted under applicable Law that are commonly used in the industry for such purpose (if any), and will promptly inform the other Party of any such exports of Products from its territory, and any actions taken to prevent such exports. Each Party agrees to take reasonable actions requested in writing by the other Party that are consistent with applicable Law to prevent exports of Products from its territory for Commercialization. For the purpose of this Agreement, Zai’s territory shall mean the Territory and TPTX’s Xxxxxxxx’x territory shall mean all countries and regions outside the Territory.

No Diversion. Each of TPTX and Zai Party hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall Sublicensees will not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its in the other Party’s territory; (b) with . With respect to any country or region outside its in the other Party’s territory, it a Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees will not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (iib) knowingly engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iiic) actively solicit orders for Products from any prospective purchaser located in such countries, or (ivd) knowingly sell or distribute Products to any Person person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a . If either Party receives any order for any Product from a prospective CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED purchaser reasonably believed to be located in a region or country outside its in the other Party’s territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its in the other Party’s territory; and (e) each . Each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose of this Agreement, Zai’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose of this Agreement, Zai’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territory.. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

No Diversion. Each of TPTX and Zai Party hereby covenants and agrees that (a) during the Term, and except as expressly permitted by this Agreement, it shall not, not (and shall ensure that cause its Affiliates and sublicensees shall notSublicensees (with respect to Licensee), directly (sub)licensees (with respect to Duality) and subcontractors not to), either itself or indirectlythrough a Third Party, develop, use, market, promote, marketimport, distribute, importexport, sell or have sold actively offer for sale (online or otherwise) the ProductsLicensed Products in the other Party’s territory. Without limiting the generality of the foregoing, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise except as mutually agreed by the Parties in writingParties, establish or maintain any branch, warehouse or distribution facility for Products in such countries each Party shall not (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (iia) engage in any advertising or promotional activities relating to the Licensed Products that are directed primarily to customers in the other Party’s territory, or other purchaser (b) actively or users of Products located in such countries, (iii) intentionally solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such the other Party’s territory who intends to sell or has prospective purchasers whose delivery address is located in the past sold Products in such countries; (c) other Party’s territory. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party receives any order for any Product Licensed Products from a prospective purchaser reasonably believed to be located in or with a region nominated delivery address in a country or country outside its jurisdiction in the other Party’s territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither Party shall order or deliver or tender (or cause to be delivered or tendered) the Licensed Products into under such order. If a country Party should reasonably know that a customer or region outside its territory; and (e) each distributor is actively engaged itself or through a Third Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict in the sale or impede in any manner distribution of the other Party’s exercise of its exclusive rights to Commercialize the Licensed Products in the other Party’s territory. For , then such Party shall (i) within [***] Days of gaining knowledge of such activities, notify the purpose other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation of this Agreementsales or delivery to such customer) necessary to limit such sale or distribution in the other Party’s territory, Zai’s territory shall mean unless otherwise agreed in writing by the Territory and TPTX’s territory shall mean all countries and regions outside the TerritoryParties prior to such sale or delivery.

No Diversion. (a) Each of TPTX Deciphera and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, outside its territory; (b) with With respect to any country or region outside its territory, it each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory [***] solely to support the packaging and labelling having-packaged activities of the Products Licensed Product by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights[***]), (ii) 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, (iii) solicit orders for Licensed Products from any prospective purchaser located in such countries, or (iv) sell or distribute Licensed Products to any Person person in such Party’s territory who intends to sell or has in the past sold Licensed Products in such countries; (c) if a Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Licensed Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Licensed Products in the other Party’s its territory. For the purpose of this AgreementSection 9.7, Zai’s territory shall mean all countries and regions in the Territory and TPTXDeciphera’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of TPTX and Zai Party hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its in the other Party’s territory; (b) with . With respect to any country or region outside its in the other Party’s territory, it a Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (iib) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (iiic) actively solicit orders for the Products from any prospective purchaser located in such countries, or (ivd) knowingly sell or distribute the Products to any Person person in such Party’s territory who intends to sell or has in the past sold the Products in such countries; (c) if a . If either Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its in the other Party’s territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country or region outside its in the other Party’s territory; and (e) each . Each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose avoidance of doubt, nothing in this Agreement, ZaiSection 6.4 shall limit Inovio’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territoryretained rights under Section 2.1(b).

No Diversion. Each of TPTX Sutro and Zai Licensee hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates Affiliates, subcontractors and sublicensees (sub)licensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the ProductsProduct, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates Affiliates, subcontractors and their respective sublicensees (sub)licensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products Product in such countries (except, in the event such Party is ZaiLicensee, Zai Licensee shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products Product by Zai Licensee or its Affiliates outside the Territory and, in the event such Party is TPTXSutro, TPTX Sutro shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rightsits retained rights provided under Section 2.03), (ii) engage in any advertising or promotional activities relating to Products Product that are directed primarily to customers or other purchaser or users of Products Product located in such countries, (iii) solicit orders for Products Product from any prospective purchaser located in such countries, or (iv) sell or distribute Products Product to any Person in such Party’s territory who who, to the knowledge of such Party (following reasonable inquiry), intends to sell or has in the past sold Products Product in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products Product into a country or region outside its territory; , except that Sutro shall have the right to do so solely to support its retained rights provided under Section 2.03, and (e) € each Party shall not, and shall ensure that its Affiliates and their respective subcontractors and sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products Product in the other Party’s territory. For the purpose of this Agreement, ZaiLicensee’s territory shall mean the Territory and TPTXSutro’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of LaNova and TPTX and Zai hereby covenants and agrees that (a) it shall will not, and shall will ensure that its Affiliates Affiliates, licensees and sublicensees shall will not, directly or indirectly, promote, market, distribute, import, sell or have sold the ProductsProduct, including via internet or mail order, outside its respective territory; (b) with respect to any country or region outside its respective territory, it shall will not, and shall will ensure that its Affiliates and their respective sublicensees shall will not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products the Product in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (ii) engage in any advertising or promotional activities relating to Products the Product that are directed primarily to customers or other purchaser or users of Products the Product located in such countries, (iii) solicit orders for Products the Product from any prospective purchaser located in such countries, or (iv) sell or distribute Products the Product to any Person in such Party’s respective territory who intends to sell or has in the past sold Products the Product in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its respective territory, such Party shall will promptly refer that order to the other Party, and such Party shall will not accept any such orders; (d) neither Party shall will deliver or tender (or cause to be delivered or tendered) Products the Product into a country or region outside its respective territory; and (e) each Party shall will not, and shall will ensure that its Affiliates and their respective sublicensees shall will not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products Product in the other Party’s respective territory. For the purpose purposes of this Agreement, Zai’s territory shall mean the Territory and TPTX’s territory shall will mean all countries the TPTX Territory and regions outside LaNova’s territory will mean the LaNova Territory.

No Diversion. Each of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more [***] = Certain Confidential Information Omitted 231245765 v3 warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose of this Agreement, Zai’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of TPTX and Zai Party hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its in the other Party’s territory; (b) with . With respect to any country or region outside its in the other Party’s territory, it a Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (iib) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (iiic) actively solicit orders for the Products from any prospective purchaser located in such countries, or (ivd) knowingly sell or distribute the Products to any Person person in such Party’s territory who intends to sell or has in the past sold the Products in such countries; (c) if a . If either Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its in the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED other Party’s territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country or region outside its in the other Party’s territory; and (e) each . Each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the purpose avoidance of doubt, nothing in this Agreement, ZaiSection 6.4 shall limit Inovio’s territory shall mean the Territory and TPTX’s territory shall mean all countries and regions outside the Territoryretained rights under Section 2.1(b).

No Diversion. Each of TPTX Xxxxx and Zai Everest hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is ZaiXxxxx, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX Xxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained RightsXxxxx’x retained rights under this Agreement), ; (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, countries outside its territory; (iii) solicit orders for Products from any prospective purchaser located in such countries, countries outside its territory; or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countriescountries outside its territory; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory; provided, that nothing in this Section 7.6 (No Diversion) shall prohibit or restrict Xxxxx from exercising its right or performing its obligations to supply Everest or its Affiliates or Sublicensees under Article 8 (Manufacturing and Supply). For the purpose of this Agreement, ZaiEverest’s territory shall mean the Territory and TPTX’s Xxxxx’x territory shall mean all countries and regions outside the Territory.