Common use of Parallel Importation Clause in Contracts

Parallel Importation. 10.6.1. POZEN (i) shall not sell (and, to the extent permitted by Applicable Law, shall ensure that its Affiliates do not sell, and shall use Commercially Reasonable Efforts to ensure that its licensees and distributors do not sell) any Licensed Product to a Third Party in a country outside of the Territory if POZEN (or such Affiliate, licensee or distributor) has reason to believe that such Third Party is likely to export such Licensed Product to the Territory for resale, and (ii) shall not export or have exported (and, to the extent permitted by Applicable Law, shall ensure that its Affiliates do not export or have exported, and shall use Commercially Reasonable Efforts to ensure that its licensees and distributors do not export or have exported) any Licensed Product from any country outside of the Territory into the Territory for purposes of distribution in or to the Territory, in each case without the written consent of Licensee. 10.6.2. Licensee (i) shall not sell (and, to the extent permitted by Applicable Law, shall ensure that its Affiliates do not sell, and shall use Commercially Reasonable Efforts to ensure that its Sublicensees and distributors do not sell) any Licensed Product to a Third Party in the Territory if Licensee (or such Affiliate, Sublicensee or distributor) has reason to believe that such Third Party is likely to export such Licensed Product to any country outside the Territory for resale, and (ii) shall not export or have exported (and, to the extent permitted by Applicable Law, shall ensure that its Affiliates do not export or have exported, and shall use Commercially Reasonable Efforts to ensure that its Sublicensees and distributors do not export or have exported) any Licensed Product from the Territory for purposes of distribution in or to any country outside the Territory, in each case without the written consent of POZEN.