Common use of No Diversion Clause in Contracts

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees shall not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Product, 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 or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither Party shall engage, nor permit its Affiliates and sublicensees to engage, in any advertising or promotional activities relating to any Product for use directed primarily to customers or other buyers or users of the Product 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 Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such other Party and shall not accept any such orders. Neither Party shall, nor permit its Affiliates and sublicensees to, deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use in or distribution into the other Party’s territory. For clarity, NewCo shall not Develop, use, sell, offer for sale, import or otherwise Commercialize any Product in any country outside the Territory, regardless of whether there is any Patent owned or controlled by ADCT that claims or covers such Product in such country. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed.

No Diversion. Each Party hereby covenants and agrees that that, during the Term of the Agreement, it shall not, and shall ensure that its Affiliates and sublicensees shall will not, either directly or indirectly, promote, market, distribute, importimport [(except to the extent necessary for a Party to fulfill its obligations under Section 7.01 (Manufacturing Technology Transfer and Right to Manufacture)), sell or have sold any Productthe Licensed Products, including via the Internet 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 or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither With respect to any country in the other Party’s territory, a Party shall engagenot, nor permit and shall ensure that its Affiliates and their respective sublicensees to engagewill not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Product for use Licensed Products that are directed primarily to customers or other buyers purchaser or users of the Product Licensed Products located in any country or jurisdiction in the other Party’s territorysuch countries, or (c) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute Licensed Products to any country person in such Party’s territory who intends to sell or jurisdiction has in the other Party’s territorypast sold Licensed Products in such countries. If a either Party or its Affiliates or sublicensees receive receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such the other Party and such Party shall not accept any such orders. Neither Each Party shall, nor permit its Affiliates and sublicensees to, shall not deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use Licensed Products into a country in or distribution into the other Party’s territory. For clarityEach Party shall not, NewCo and shall not Developensure that its Affiliates and their respective sublicensees will not, use, sell, offer for sale, import knowingly restrict or otherwise Commercialize any Product impede in any country outside manner the Territory, regardless other Party’s exercise of whether there is any Patent owned or controlled by ADCT that claims or covers such Product its retained exclusive rights in such countrythe other Party’s territory. Certain confidential information contained in has been excluded from this document, marked agreement (indicated by “[***], has been omitted ”) because ADC Therapeutics SA has determined that the such information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA be competitively harmful if publicly disclosed.

No Diversion. Each Party hereby covenants and agrees that during the Term, and except as expressly permitted by this Agreement, it shall not, not (and shall ensure that cause its Affiliates and Sublicensees (with respect to Licensee), sublicensees shall not(with respect to Duality) and subcontractors not to), either directly itself or indirectlythrough a Third Party, develop, use, market, promote, marketimport, distribute, importexport, sell or have sold any Product, including via actively offer for sale (online or otherwise) the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like ADC Licensed Products in the other Party’s territory or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall engage, nor permit its Affiliates and sublicensees to engage, not (a) engage in any advertising or promotional activities relating to any Product for use the ADC Licensed Products directed primarily to customers or other buyers or users of the Product located in any country or jurisdiction in the other Party’s territory, or (b) actively or intentionally solicit orders from any prospective purchaser located in any country the other Party’s territory or jurisdiction prospective purchasers whose delivery address is located in the other Party’s territory. If To the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party or its Affiliates or sublicensees receive receives any order for any Product ADC Licensed Products from a prospective purchaser located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such the other Party and shall not accept any such orders. Neither Party shall, nor permit its Affiliates and sublicensees to, order or deliver or tender (or cause to be delivered or tendered) any Product to any the ADC Licensed Products under such order. If a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party for use in the sale or distribution into of the ADC Licensed Products in the other Party’s territory. For clarity, NewCo then such Party shall not Develop, use, sell, offer for sale, import or otherwise Commercialize any Product in any country outside the Territory, regardless of whether there is any Patent owned or controlled by ADCT that claims or covers such Product in such country. Certain confidential information contained in this document, marked by (i) within [**]*] Days of gaining knowledge of such activities, has been omitted because ADC Therapeutics SA has determined notify the other Party regarding such activities and provide all information available to such Party that the information (i) is not material other Party may reasonably request concerning such activities and (ii) would likely cause competitive harm use Commercially Reasonable Efforts (including cessation of sales or delivery to ADC Therapeutics SA if publicly disclosedsuch customer) necessary to limit such sale or distribution in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.

No Diversion. Each Subject to the Applicable Laws, each Party hereby covenants and agrees that it shall not, and shall use Commercially Reasonable Efforts to ensure that its Affiliates and sublicensees shall not, either directly Permitted Sublicensees (with respect to Licensee) or indirectly, licensees (with respect to Licensor) do not promote, market, distribute, import, sell or have sold any ProductLicensed Product in the Field, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like like, in the other Party’s territory or Applicable Territory; provided that, each Party shall have the right to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to attend conferences and meetings in the other Party’s territoryApplicable Territory and to promote and market, for such Party’s own Applicable Territory, the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 5.6. Neither Party shall engage, nor or shall permit its Affiliates and sublicensees or Permitted Sublicensees (with respect to Licensee) or licensees (with respect to Licensor) to engage, in any advertising or promotional activities relating to any Licensed Product in the Field for use directed primarily to customers or other buyers or users of the Licensed Product located in any country country, jurisdiction or jurisdiction region in the other Party’s territoryApplicable Territory, or solicit orders from any prospective purchaser located that such Party has reason to believe intends to distribute such Licensed Product in the Field in any country country, jurisdiction or jurisdiction region in the other Party’s territory. If a Party or its Affiliates or sublicensees receive any order for any Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such other Party and shall not accept any such orders. Neither Party shall, nor permit its Affiliates and sublicensees to, deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use in or distribution into the other Party’s territory. For clarity, NewCo shall not Develop, use, sell, offer for sale, import or otherwise Commercialize any Product in any country outside the Applicable Territory, regardless of whether there is any Patent owned or controlled by ADCT that claims or covers such Product in such country. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed.

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees shall will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Productthe Licensed Products, including via the Internet 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 or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither With respect to any country in the other Party’s territory, a Party shall engagenot, nor permit and shall ensure that its Affiliates and their respective sublicensees to engagewill not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Product for use Licensed Products that are directed primarily to customers or other buyers purchaser or users of the Product Licensed Products located in such countries, (c) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute Licensed Products to any person in such Party’s territory who intends to sell or has in the past sold Licensed Products in such countries. If either Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a 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 Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, such receiving Party shall immediately refer that order to such the other Party and such Party shall not accept any such orders. Neither Each Party shall, nor permit its Affiliates and sublicensees to, shall not deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use Licensed Products into a country in or distribution into the other Party’s territory. For clarityEach Party shall not, NewCo and shall not Developensure that its Affiliates and their respective sublicensees will not, use, sell, offer for sale, import knowingly restrict or otherwise Commercialize any Product impede in any country outside manner the Territory, regardless other Party’s exercise of whether there is any Patent owned or controlled by ADCT that claims or covers such Product its retained exclusive rights in such country. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosedother Party’s territory.

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees shall will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Productthe Licensed Products, including via the Internet 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 or Territory. With respect to any Third Party that such Party knows (country or reasonably should know) has previously exported or is likely to export any Product to Region in the other Party’s territory. Neither Territory, a Party shall engagenot, nor permit and shall ensure that its Affiliates and their respective sublicensees to engagewill not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Product for use Licensed Products that are directed primarily to customers or other buyers purchaser or users of the Product Licensed Products located in any country such countries or jurisdiction in the other Party’s territoryRegions, or (c) actively solicit orders for Licensed Products from any prospective purchaser located in such countries or Regions, or (d) knowingly sell or distribute Licensed Products to any person in such Party’s Territory who intends to sell or has in the past sold Licensed Products in such countries or Regions. If either Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country or jurisdiction Region in the other Party’s territory. If a Party or its Affiliates or sublicensees receive any order for any Product from a prospective purchaser located in a country or jurisdiction in Territory, the other Party’s territory, such receiving Party shall immediately refer that order to such the other Party and such Party shall not accept any such orders. Neither Each Party shall, nor permit its Affiliates and sublicensees to, shall not deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use Licensed Products into a country or Region in or distribution into the other Party’s territoryTerritory. For clarityEach Party shall not, NewCo and shall not Developensure that its Affiliates and their respective sublicensees will not, use, sell, offer for sale, import knowingly restrict or otherwise Commercialize any Product impede in any country outside manner the other Party’s exercise of its retained exclusive rights in the other Party’s Territory, regardless of whether there is any Patent owned or controlled by ADCT that claims or covers such Product in such country. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed.

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees shall will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Productthe Licensed Products, including via the Internet 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 or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither With respect to any country in the other Party’s territory, a Party shall engagenot, nor permit and shall ensure that its Affiliates and their respective sublicensees to engagewill not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Product for use Licensed Products that are directed primarily to customers or other buyers purchaser or users of the Product Licensed Products located in any country or jurisdiction in the other Party’s territorysuch countries, or (c) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute Licensed Products to any country person in such Party’s territory who intends to sell or jurisdiction has in the other Party’s territorypast sold Licensed Products in such countries. If a either Party or its Affiliates or sublicensees receive receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such the other Party and such Party shall not accept any such orders. Neither Each Party shall, nor permit its Affiliates and sublicensees to, shall not deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use Licensed Products into a country in or distribution into the other Party’s territory. For clarityEach Party shall not, NewCo and shall not Developensure that its Affiliates and their respective sublicensees will not, use, sell, offer for sale, import knowingly restrict or otherwise Commercialize any Product impede in any country outside manner the Territory, regardless other Party’s exercise of whether there is any Patent owned or controlled by ADCT that claims or covers such Product its retained exclusive rights in such countrythe other Party’s territory. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed.222330578 v11

No Diversion. Each Party hereby covenants and agrees that that, during the Term of the Agreement, it shall not, and shall ensure that its Affiliates and sublicensees shall will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Productthe Licensed Products, including via the Internet 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 or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither With respect to any country in the other Party’s territory, a Party shall engagenot, nor permit and shall ensure that its Affiliates and their respective sublicensees to engagewill not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Product for use Licensed Products that are directed primarily to customers or other buyers purchaser or users of the Product Licensed Products located in any country or jurisdiction in the other Party’s territorysuch countries, or (c) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute Licensed Products to any country person in such Party’s territory who intends to sell or jurisdiction has in the other Party’s territorypast sold Licensed Products in such countries. If a either Party or its Affiliates or sublicensees receive receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such the other Party and such Party shall not accept any such orders. Neither Each Party shall, nor permit its Affiliates and sublicensees to, shall not deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use Licensed Products into a country in or distribution into the other Party’s territory. For clarityEach Party shall not, NewCo and shall not Developensure that its Affiliates and their respective sublicensees will not, use, sell, offer for sale, import knowingly restrict or otherwise Commercialize any Product impede in any country outside manner the Territory, regardless other Party’s exercise of whether there is any Patent owned or controlled by ADCT that claims or covers such Product its retained exclusive rights in such country. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosedother Party’s territory.

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees shall Sublicensees (in the case of 3D Medicines) or licensees, including Aravive Partners (in the case of Aravive) will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Productthe Licensed Products, including via the Internet 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 or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither With respect to any country in the other Party’s territory, a Party shall engagenot, nor permit and shall ensure that its Affiliates and sublicensees to engagetheir respective Sublicensees (in the case of 3D Medicines) or licensees, including Aravive Partners (in the case of Aravive) will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries for distribution of Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Product for use Licensed Products that are directed primarily to customers or other buyers purchaser or users of the Product Licensed Products located in any country or jurisdiction in the other Party’s territorysuch countries, or (c) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute Licensed Products to any country person in such Party’s territory who intends to sell or jurisdiction has in the other Party’s territorypast sold Licensed Products in such countries. If a either Party or its Affiliates or sublicensees receive receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country or jurisdiction in the other Party’s territory, such Party shall immediately promptly refer that order to such the other Party and such Party shall not accept any such orders. Neither Each Party shall, nor permit its Affiliates and sublicensees to, shall not deliver or tender (or cause to be delivered or tendered) any Product to any Third Party for use Licensed Products into a country in or distribution into the other Party’s territory. For clarityEach Party shall not, NewCo and shall not Developensure that its Affiliates and their respective Sublicensees (in the case of 3D Medicines) or licensees, useincluding Aravive Partners (in the case of Aravive) will not, sell, offer for sale, import knowingly restrict or otherwise Commercialize any Product impede in any country outside manner the Territory, regardless other Party’s exercise of whether there is any Patent owned or controlled by ADCT that claims or covers such Product its retained exclusive rights in such country. Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosedother Party’s territory.

No Diversion. Each Party hereby covenants and agrees that during the Term, and except as expressly permitted by this Agreement, it shall not, not (and shall ensure that cause its Affiliates and Sublicensees (with respect to Licensee), sublicensees shall not(with respect to Duality) and subcontractors not to), either directly itself or indirectlythrough a Third Party, develop, use, market, promote, marketimport, distribute, importexport, sell or have sold any Productactively offer for sale (online or otherwise) the Original ADC Licensed Products or, including via after Next Generation Option Exercise, the Internet or mail orderNext Generation ADC Licensed Products, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory or to any Third Party that such Party knows (or reasonably should know) has previously exported or is likely to export any Product to the other Party’s territory. Neither Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall engage, nor permit its Affiliates and sublicensees to engage, not (a) engage in any advertising or promotional activities relating to any Product for use the Original ADC Licensed Products or Next Generation ADC Licensed Products, directed primarily to customers or other buyers or users of the Product located in any country or jurisdiction in the other Party’s territory, or (b) actively or intentionally solicit orders from any prospective purchaser located in any country the other Party’s territory or jurisdiction prospective purchasers whose delivery address is located in the other Party’s territory. If To the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party or its Affiliates or sublicensees receive receives any order for any Product Original ADC Licensed Products or Next Generation ADC Licensed Products from a prospective purchaser located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to such the other Party and shall not accept any such orders. Neither Party shall, nor permit its Affiliates and sublicensees to, order or deliver or tender (or cause to be delivered or tendered) any Product to any the for Original ADC Licensed Products or Next Generation ADC Licensed Products under such order. If a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party for use in the sale or distribution into of the for Original ADC Licensed Products or Next Generation ADC Licensed Products in the other Party’s territory. For clarity, NewCo then such Party shall not Develop, use, sell, offer for sale, import or otherwise Commercialize any Product in any country outside the Territory, regardless of whether there is any Patent owned or controlled by ADCT that claims or covers such Product in such country. Certain confidential information contained in this document, marked by (i) within [**]*] Days of gaining knowledge of such activities, has been omitted because ADC Therapeutics SA has determined notify the other Party regarding such activities and provide all information available to such Party that the information (i) is not material other Party may reasonably request concerning such activities and (ii) would likely cause competitive harm use Commercially Reasonable Efforts (including cessation of sales or delivery to ADC Therapeutics SA if publicly disclosedsuch customer) necessary to limit such sale or distribution in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.