Common use of Outside the Territory Clause in Contracts

Outside the Territory. (a) With respect to each Partially-Terminated Product and to the extent permitted by law, AstraZeneca (i) shall, and shall cause its Affiliates and Sublicensees to, distribute, market, promote, offer for sale and sell such Partially-Terminated Product only in the applicable Partially-Terminated Product Territory with respect to such Partially-Terminated Product and (ii) shall not, and shall not permit its Affiliates and Sublicensees to, distribute, market, promote, offer for sale or sell such Partially-Terminated Product directly or indirectly (A) to any Person outside such Partially-Terminated Product Territory or (B) to any Person in such Partially-Terminated Product Territory that (1) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell such Partially-Terminated Product outside such Partially-Terminated Product Territory or assist another Person to do so or (2) has directly or indirectly distributed, marketed, promoted, offered for sale or sold the Partially-Terminated Product outside such Partially-Terminated Product Territory or assisted another Person to do so, except in each case ((i) and (ii)), to the extent AstraZeneca has retained such rights pursuant to Section 11.3.4(d). (b) With respect to each Partially-Terminated Product and to the extent permitted by law, Targacept (i) shall, and shall cause its Affiliates and Sublicensees to, distribute, market, promote, offer for sale and sell such Partially-Terminated Product only in the applicable terminated Major Market Country(ies) with respect to such Partially-Terminated Product and (ii) shall not, and shall not permit its Affiliates and Sublicensees to, distribute, market, promote, offer for sale or sell such Partially-Terminated Product directly or indirectly (A) to any Person outside such terminated Major Market Country(ies) or (B) to any Person in such terminated Major Market Country(ies) that (1) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell such Partially-Terminated Product outside such terminated Major Market Country(ies) or assist another Person to do so or (2) has directly or indirectly distributed, marketed, promoted, offered for sale or sold such Partially-Terminated Product outside such terminated Major Market Country(ies) or assisted another Person to do so.