Common use of Territorial Restrictions Clause in Contracts

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Designated Parties to, Develop or Commercialize the Products directly or indirectly (i) for use outside the Territory or (ii) in the Territory where Licensee or any of its Affiliates or any of its Designated Parties or its or their licensees, sub-licensees or distributors knows or should, based on verifiable information known to them, know that Person is likely to Develop or Commercialize any Product for use outside the Territory or assist another Person to do so, or has directly or indirectly Developed or Commercialized any Product for use outside the Territory or assisted another Person to do so. If Licensee or any of its Designated Parties or Affiliates receives or becomes aware of any orders for any Product for use outside the Territory (whether for the relevant Indication otherwise), Licensee shall, and shall cause its Designated Party to, refer such information and orders to Licensor and not supply any Product in response to any such order. Licensee shall cause its Affiliates and its Designated Parties to notify Licensor of any receipt of any orders for any Product for use outside the Territory.

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

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