Common use of Parallel Imports Clause in Contracts

Parallel Imports. 7.4.1. Onconova shall not at any time during the Term enter into any agreement whereby it would: (a) sell, market, promote or distribute, directly or indirectly, the Licensed Product in the Licensed Field in the Licensed Territory; or (b) sell or distribute the Licensed Product to any Third Party outside the Licensed Territory if Onconova has knowledge that such person intends to sell such Licensed Product in the Licensed Field in the Licensed Territory. To the extent permitted by Law, Onconova shall secure from such Third Party its obligation to abide by the restrictions relating to inside the Licensed Territory contained in this Section 7.4.1, including refraining from knowingly engaging, directly or indirectly, in parallel importation or dealing in “grey market” products in connection with its sale and distribution of the Licensed Products. Onconova will use Commercially Reasonable Efforts to take legal action against its Licensees as is necessary to prevent the importation into the Licensed Territory of Licensed Product sold and intended for sale outside of the Licensed Territory. 7.4.2. ▇▇▇▇▇▇ shall not at any time during the Term enter into any agreement whereby it would: (a) sell, market, promote or distribute, directly or indirectly, the Licensed Product in the Licensed Field outside of the Licensed Territory; or (b) sell or distribute the Licensed Product to any Third Party inside the Licensed Territory if ▇▇▇▇▇▇ has knowledge that such person intends to sell such Licensed Product in the Licensed Field outside of the Licensed Territory. To the extent permitted by Law, ▇▇▇▇▇▇ shall secure from such Third Party its obligation to abide by the restrictions relating to inside the Licensed Territory contained in this Section 7.4.2, including refraining from knowingly engaging, directly or indirectly, in parallel importation or dealing in “grey market” products in connection with its sale and distribution of the Licensed Products. ▇▇▇▇▇▇ will use Commercially Reasonable Efforts to take legal action against its Sublicensees as is necessary to prevent the exportation outside of the Licensed Territory of Licensed Product sold and intended for sale inside of the Licensed Territory.