Common use of Territorial Restrictions Clause in Contracts

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Affiliates or any of its and their licensees, Sublicensees or distributors to knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use outside the Territory or (ii) to any Person in the Territory that Licensee or any of its Affiliates or any of its or their licensees, Sublicensees or distributors knows (A) is likely to distribute, market, promote, offer for sale or sell any Licensed Product for commercial use outside the Territory or Assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold any Licensed Product for commercial use outside the Territory or Assisted another Person to do so. If Licensee or any of its Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for any Licensed Product for use outside the Territory, such Person shall refer such orders to ArQule. Licensee shall cause its Affiliates and its and their licensees, Sublicensees and distributors to notify ArQule of any receipt of any orders for any Licensed Product for use outside the Territory. (b) ArQule shall not, and shall not permit any of its Affiliates or any of its and their (sub)licensees or distributors to knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use in the Territory or (ii) to any Person outside the Territory that ArQule or any of its Affiliates or any of its or their (sub)licensees or distributors knows (A) is likely to distribute, market, promote, offer for sale or sell any Licensed Product for commercial use in the Territory or Assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold any Licensed Product for commercial use in the Territory or Assisted another Person to do so. If ArQule or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the Territory, such Person shall refer such orders to Licensee. ArQule shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in the Territory.

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Affiliates Designated Parties to, Develop or any of its and their licensees, Sublicensees or distributors to knowingly distribute, market, promote, offer for sale or sell Commercialize the Licensed Products directly or indirectly (i) to any Person for commercial use outside the Territory or (ii) to any Person in the Territory that where Licensee or any of its Affiliates or any of its Designated Parties or its or their licensees, Sublicensees sub-licensees or distributors knows (A) or should, based on verifiable information known to them, know that Person is likely to distribute, market, promote, offer for sale Develop or sell Commercialize any Licensed Product for commercial use outside the Territory or Assist assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale Developed or sold Commercialized any Licensed Product for commercial use outside the Territory or Assisted assisted another Person to do so. If Licensee or any of its Designated Parties or Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for any Licensed Product for use outside the TerritoryTerritory (whether for the relevant Indication otherwise), such Person Licensee shall, and shall cause its Designated Party to, refer such information and orders to ArQuleLicensor and not supply any Product in response to any such order. Licensee shall cause its Affiliates and its and their licensees, Sublicensees and distributors Designated Parties to notify ArQule Licensor of any receipt of any orders for any Licensed Product for use outside the Territory. (b) ArQule Licensor shall not, and shall not permit any of its Affiliates or any of its and their (sub)licensees Third Party sub-licensees to, Develop or distributors to knowingly distribute, market, promote, offer for sale or sell Commercialize the Licensed Products directly or indirectly (i) to any Person for commercial use in the Territory or (ii) to any Person outside the Territory that ArQule where Licensor or any of its Affiliates knows or any of its or their (sub)licensees or distributors knows (A) should, based on verifiable information known to them, know that Person is likely to distribute, market, promote, offer for sale Develop or sell Commercialize any Licensed Product for commercial use in the Territory or Assist assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale Developed or sold Commercialized any Licensed Product for commercial use in the Territory or Assisted assisted another Person to do so. If ArQule Licensor or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the TerritoryTerritory (whether for the relevant Indication otherwise), such Person shall refer such orders to LicenseeLicensee and not supply any Product in response to any such order. ArQule Licensor shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in or for the Territory.

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Affiliates or any of its and or their licensees, Sublicensees or distributors to to, knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use outside the Territory or (ii) to any Person in the Territory that Licensee or any of its Affiliates or any of its or their licensees, Sublicensees or distributors knows (A) is likely to distribute, market, promote, offer for sale or sell any Licensed Product for commercial use outside the Territory or Assist to assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold any Licensed Product for commercial use outside the Territory or Assisted assisted another Person to do so. If Licensee or any of its Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for any Licensed Product for use outside the Territory, such Person shall refer such orders to ArQuleNabriva. Licensee shall cause its Affiliates and its and their licensees, Sublicensees and distributors to notify ArQule Nabriva of any receipt of any orders for any Licensed Product for use outside the Territory. (b) ArQule Solely to the extent inconsistent with the rights exclusively licensed to Licensee in accordance with Clause 2.1 (Grants to Licensee), and subject to Nabriva’s right to perform or exercise the Retained Rights, (1) Nabriva shall not, and shall not permit any of its Affiliates or any of its and or their (sub)licensees licensees, sublicensees or distributors to knowingly (each, a “Nabriva Entity”) to, distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use in the Territory Field in the Territory, or (ii) to any Person outside the Territory that ArQule or any of its Affiliates or any of its or their (sub)licensees or distributors the applicable Nabriva Entity knows (A) is likely to distribute, market, promote, offer for sale or sell any Licensed Product for commercial use in the Field in the Territory or Assist to assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold any Licensed Product for commercial use in the Field in the Territory or Assisted assisted another Person to do so. If ArQule ; (2) if Nabriva or any of its Affiliates receives any orders for any Licensed Product for commercial use in the Field in the Territory, such Person shall refer such orders to Licensee and if Nabriva or any of its Affiliates becomes aware of the receipt by a its (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the Territory, Nabriva shall use reasonable efforts to have such Person shall refer such orders to Licensee. ArQule ; and (3) Nabriva shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in the Field in the Territory other than orders relating solely to the exercise by Nabriva of its Retained Rights in the Territory...

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Affiliates Designated Parties to, develop or any of its and their licensees, Sublicensees or distributors to knowingly distribute, market, promote, offer for sale or sell Commercialize the Licensed Products directly or indirectly (i) to any Person for commercial use outside the Territory or (ii) to any Person in the Territory that Licensee or any of its Affiliates or any of its or their licensees, Sublicensees sub-licensees or distributors knows (A) who is likely to distribute, market, promote, offer for sale develop or sell Commercialize any Licensed Product for commercial use outside the Territory or Assist assist another Person to do so, or (B) who has directly or indirectly distributed, marketed, promoted, offered for sale developed or sold Commercialized any Licensed Product for commercial use outside the Territory or Assisted assisted another Person to do so. If Licensee or any of its Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee sub-licensee or distributor of any orders for any Licensed Product for use outside the Territory, such Person shall refer such orders to ArQuleLicensor. Licensee shall cause its Affiliates and its and their licensees, Sublicensees and distributors Designated Parties to notify ArQule Licensor of any receipt of any orders for any Licensed Product for use outside the Territory. (b) ArQule . Licensor shall not, and shall not permit any of its Affiliates to, develop or any of its and their (sub)licensees or distributors to knowingly distribute, market, promote, offer for sale or sell Commercialize the Licensed Products directly or indirectly (i) to any Person for commercial use in the Territory or (ii) to any Person outside the Territory that ArQule Licensor or any of its Affiliates or any of its or their (sub)licensees or distributors knows (A) who is likely to distribute, market, promote, offer for sale develop or sell Commercialize any Licensed Product for commercial use in the Territory or Assist assist another Person to do so, or (B) who has directly or indirectly distributed, marketed, promoted, offered for sale developed or sold Commercialized any Licensed Product for commercial use in the Territory or Assisted assisted another Person to do so. If ArQule Licensor or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the Territory, such Person shall refer such orders to Licensee. ArQule Licensor shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in or for the Territory.

Territorial Restrictions. (ai) Licensee shall not, and shall not permit any of its Affiliates or any of its and their licenseesDesignated Parties to, Sublicensees or distributors to knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (iincluding via the Internet or mail order) (x) to any Person for commercial use outside the Territory (including internet address or the like outside the Territory) or (iiy) to any Person in the Territory that Licensee or any of its Affiliates or any of its or their licenseesDesignated Parties, Sublicensees or distributors knows (Aor is reasonably expected to know) who is likely to distribute, market, promote, offer for sale Develop or sell Commercialize any Licensed Product for commercial use outside the Territory or Assist assist another Person to do so, or (B) who has directly or indirectly distributed, marketed, promoted, offered for sale developed or sold Commercialized any Licensed Product for commercial use outside the Territory or Assisted assisted another Person to do so. Licensee shall not, and shall not permit any of its Affiliates, or Designated Parties to, engage in any advertising or promotional activities relating to the Product directed primarily to customers, buyers or users outside the Territory. Without limiting the foregoing and to the extent permitted by the Applicable Law, Licensee shall, and shall cause any of its Affiliates, or Designated Parties to, work with designated cross-border E-Commerce Platforms to implement a technically feasible solution to block the electronic orders for the Product placed via any IP address outside the Territory. If Licensee or any of its Affiliates Affiliates, or Designated Party receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for any Licensed Product for use outside the Territory, such Person it shall refer such orders to ArQuleLicensor. Licensee shall cause its Affiliates and its and their licenseesAffiliates, Sublicensees and distributors or Designated Parties to notify ArQule Licensor of any receipt of any orders for any Licensed Product for use outside the Territory. In addition, Licensee shall not permit any of its Designated Parties in the Markets of Taiwan, Singapore and United Arab Emirates (excluding Hong Kong and Macao) to accept any orders from and deliver the Product to the Mainland China Market. (bii) ArQule Licensor shall not, and shall not permit any of its Affiliates or any of its and their Third Party (sub)licensees or distributors to knowingly distributeto, market, promote, offer for sale or sell the Licensed Products directly or indirectly (iincluding via the Internet or mail order) (x) to any Person (other than Licensee, its Affiliates, or Designated Parties) for commercial use in the Territory or (iiy) to any Person outside the Territory that ArQule Licensor or any of its Affiliates or any of its or their (sub)licensees or distributors knows (Aor are reasonably expected to know) who is likely to distribute, market, promote, offer for sale or sell Commercialize any Licensed Product for commercial use in the Territory or Assist assist another Person to do so, or (B) who has directly or indirectly distributed, marketed, promoted, offered for sale or sold Commercialized any Licensed Product for commercial use in the Territory or Assisted assisted another Person to do so. Licensor shall not, and shall not permit any of its Affiliates or Third Party (sub)licensees to, engage in any advertising or promotional activities relating to the Product directed primarily to customers, buyers or users in the Territory. If ArQule Licensor or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the Territory, such Person shall refer such orders to Licensee. ArQule Licensor shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in and for the Territory. (iii) If either Party reasonably believes that any Third Party is directly or indirectly commercializing or facilitating the Commercialization of the Product in the other Party’s territory, such Party shall notify the other Party in writing. After delivery and receipt of such notice, the Parties will promptly meet to discuss in good faith and mutually agree on potential remedies for such market intrusion which are appropriate in the circumstances and both Parties shall coordinate with each other to implement appropriate remedies, including with limitation file a joint warning or lawsuit against such Third Party, or limiting the supply to such Third Party, or cause to be terminated the distributorship with such Third Party.