Product diversion. (a) The MPP acknowledges that the license to use and sell the Licensed Compound and Licensed Products granted under Section 2.1 is granted solely under and with respect to Licensed Patents Rights and Licensed Manufacturing Know-How for the purposes of supplying Licensed Products in the Field in the Territory.
Product diversion. (a) The Sublicensee acknowledges that the license to use and sell the Licensed Compound and Licensed Products granted under Section 2.1 is granted solely under and with respect to Licensed Patents Rights and Licensed Manufacturing Know-How for the purposes of supplying Licensed Products in the Field in the Territory.
Product diversion. To the extent permitted by Applicable Law, Sucampo shall not, and shall cause its Affiliates and sublicensees not to, knowingly or intentionally sell the Product in the Field into the Territory and should Sucampo become aware of any such Product diversion, it shall use Commercially Reasonable Efforts to stop the diversion. To the extent permitted by Applicable Law, Xxxxxx or its Affiliates shall include in agreements with Sublicensees that sell Product in the Field covenants from such Sublicensees to not knowingly or intentionally sell, the Product outside of the Territory or outside the Field. Should Xxxxxx become aware of any such Product diversion, it shall use Commercially Reasonable Efforts to stop the diversion.
Product diversion. To the extent permitted by Applicable Laws, (i) Durect shall not, and shall cause its Affiliates and licensees (other than Hospira) and their distributors not to, knowingly or intentionally sell any Licensed Product in the Field in the Territory including through any media (e.g., the internet) and, (ii) should Durect become aware of any such Licensed Product diversion, it shall, and shall cause its Affiliates and licensees (other than Hospira) to stop the diversion. To the extent permitted by Applicable Laws, (x) Hospira or its Affiliates shall not, and shall include in agreements with its sublicensees and distributors that sell any Licensed Product in the Field in the Territory covenants from such parties not to, knowingly or intentionally sell any Licensed Product outside the Territory or outside the Field including through any media (e.g., the internet), and (y) should Hospira become aware of such Licensed Product diversion, it shall, and cause its Affiliates, sublicensees and distributors to stop the diversion.
Product diversion. Each Party shall use its Commercially Reasonable Efforts to investigate the suspected diversion of the Products in contravention of this Agreement. Each Party agrees to meet with the other Party at its request to discuss matters relating to the unauthorized importation and or sale into the Territory or outside the Territory.
Product diversion. XXXXXX agrees not to export PRODUCT outside the TERRITORY, as set forth in greater detail in Section 2.2, without the express written permission of MEDIMMUNE which may be withheld in MEDIMMUNE’s sole discretion.
Product diversion. (a) Buyer hereby agrees and covenants that, after the termination of the Distribution Period for the relevant country within the Territory, neither Buyer nor its Affiliates shall knowingly manufacture, promote, market, distribute, divert or sell any Products outside the Field of Use and shall use all commercially reasonable efforts to ensure and procure that any distributors, resellers, agents, co-promoters or any other Person acting on Buyer’s behalf (collectively, a “Buyer Product Vendor”) by contract or otherwise shall not promote, market, distribute, divert or sell any Products outside the Field of Use. If, after the termination of the Distribution Period for the relevant country within the Territory, Buyer or its Affiliates become aware of any particular Buyer Product Vendor has promoted, marketed, distributed, exported, sold or diverted Products outside the Field of Use, Buyer or its Affiliates shall use commercially reasonable efforts to prevent further unauthorized activity by such Buyer Product Vendor. Without limiting the foregoing, Buyer or its Affiliate shall (i) within 45 days of becoming aware of such unauthorized activity, send a notice to such Buyer Product Vendor, with a copy to Seller, notifying such Buyer Product Vendor to immediately cease and desist from all such unauthorized activities regarding the Products, and (ii) use commercially reasonable efforts, including taking such regulatory actions as may be appropriate in all relevant jurisdictions, to prevent further unauthorized activity by such Buyer Product Vendor. If the unauthorized activity is conducted by a Buyer Product Vendor with which Seller or its Affiliates has an existing commercial relationship, Buyer may request that Seller or its Affiliates also use commercially reasonable efforts to inform such Buyer Product Vendor of this restriction and request that such Buyer Product Vendor cease such unauthorized activity. For the avoidance of doubt, Seller acknowledges that Buyer, Buyer’s Affiliates and any Person acting on Buyer’s behalf shall not be limited from promoting, marketing, distributing or selling the Products to any customer or end user, including any hospitals, laboratories, blood banks or similar locations, provided that such Products are not promoted, marketed, distributed or sold for use outside of the Field of Use.
Product diversion. To the extent permitted by Applicable Law, Sucampo shall not, and shall cause its Affiliates and sublicensees not to, knowingly or intentionally Commercialize the Licensed Product in the Field in any country in the Territory. Should Sucampo become aware of any unauthorized Commercialization of Licensed Product in the Field in any country in the Territory, it shall use Commercially Reasonable Efforts to stop such unauthorized Commercialization.
Product diversion. (a) Buyer and its Affiliates shall not sell, distribute or otherwise transfer Tobacco Products of any description employing the Purchased Trademarks, Other Purchased IP or Licensed Shared IP in the United States or to any distributor which Buyer or its Affiliates know or have reason to know is reasonably likely to sell, distribute or otherwise transfer, either directly or indirectly, such Tobacco Products in the United States CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Product diversion. To the extent permitted by Applicable Law, Sucampo shall not, and shall cause its Affiliates and sublicensees not to distribute, offer to sell, sell or otherwise Promote or Commercialize the Product in the Field into the Territory and should Sucampo become aware of any such Product diversion, it shall, in addition to and not in lieu or limitation of any other rights or remedies available to Xxxxxx under this Agreement or at law or in equity, use Commercially Reasonable Efforts to stop the diversion at its sole cost and expense. To the extent permitted by Applicable Law, Xxxxxx shall not, and shall include in its Sublicense Agreements with Sublicensees and its written agreements with Subcontractors that sell Product in the Field in the Territory covenants from such Sublicensees and Subcontractors to not, and shall cause its Affiliate Sublicensees to not, distribute, offer to sell, sell or otherwise Promote or Commercialize the Product outside of the Territory or outside the Field. Should Xxxxxx become aware of any such Product diversion, it shall, in addition to and not in lieu or limitation of any other rights or remedies available to Sucampo under this Agreement or at law or in equity, use Commercially Reasonable Efforts to stop the diversion at its sole cost and expense.
