Common use of No Diversion Clause in Contracts

No Diversion. Each Party hereby covenants and agrees that during the Term, and except as expressly permitted by this Agreement, it shall not (and shall cause its Affiliates and Sublicensees (with respect to Licensee), sublicensees (with respect to Duality) and subcontractors not to), either itself or through a Third Party, develop, use, market, promote, import, export, sell or actively offer for sale (online or otherwise) the ADC Licensed Products in the other Party’s territory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in any advertising activities relating to the ADC Licensed Products directed primarily to customers in the other Party’s territory, or (b) actively or intentionally solicit orders from any prospective purchaser located in the other Party’s territory or prospective purchasers whose delivery address is located in the other Party’s territory. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party receives any order for ADC Licensed Products from a prospective purchaser located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to the other Party and shall not accept any such order or deliver or tender (or cause to be delivered or tendered) the ADC Licensed Products under such order. If a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party in the sale or distribution of the ADC Licensed Products in the other Party’s territory, then such Party shall (i) within [***] Days of gaining knowledge of such activities, notify the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation of sales or delivery to such customer) necessary to limit such sale or distribution in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.

No Diversion. Each Party hereby covenants and agrees that during the Termit shall not, and except as expressly permitted by this Agreement, it shall not (and shall cause ensure that its Affiliates and Sublicensees (with respect to Licensee)sublicensees will not, sublicensees (with respect to Duality) and subcontractors not to)directly or indirectly, either itself or through a Third Party, develop, usepromote, market, promotedistribute, import, export, sell or actively offer for sale (online have sold the Licensed Products, including via internet or otherwise) the ADC Licensed Products mail order, in the other Party’s territory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in With respect to any advertising activities relating to the ADC Licensed Products directed primarily to customers country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (c) actively or intentionally solicit orders for Licensed Products from any prospective purchaser located in the other such countries, or (d) knowingly sell or distribute Licensed Products to any person in such Party’s territory who intends to sell or prospective purchasers whose delivery address is located has in the other Party’s territorypast sold Licensed Products in such countries. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a If either Party receives any order for ADC any Licensed Products Product from a prospective purchaser reasonably believed to be located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such the receiving Party shall immediately refer that order to the other Party and such Party shall not accept any such order or orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the ADC Licensed Products under such order. If into a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party in the sale or distribution of the ADC Licensed Products country in the other Party’s territory, then such . Each Party shall (i) within [***] Days of gaining knowledge of such activitiesnot, notify and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation Party’s exercise of sales or delivery to such customer) necessary to limit such sale or distribution its retained exclusive rights in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.

No Diversion. Each Party hereby covenants and agrees that that, during the Term, and except as expressly permitted by this Term of the Agreement, it shall not (not, and shall cause ensure that its Affiliates and Sublicensees (with respect to Licensee)sublicensees will not, sublicensees (with respect to Duality) and subcontractors not to)directly or indirectly, either itself or through a Third Party, develop, usepromote, market, promotedistribute, import, export, sell or actively offer for sale (online have sold the Licensed Products, including via internet or otherwise) the ADC Licensed Products mail order, in the other Party’s territory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in With respect to any advertising activities relating to the ADC Licensed Products directed primarily to customers country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (c) actively or intentionally solicit orders for Licensed Products from any prospective purchaser located in the other such countries, or (d) knowingly sell or distribute Licensed Products to any person in such Party’s territory who intends to sell or prospective purchasers whose delivery address is located has in the other Party’s territorypast sold Licensed Products in such countries. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a If either Party receives any order for ADC any Licensed Products Product from a prospective purchaser reasonably believed to be located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to the other Party and such Party shall not accept any such order or orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the ADC Licensed Products under such order. If into a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party in the sale or distribution of the ADC Licensed Products country in the other Party’s territory, then such . Each Party shall (i) within [***] Days of gaining knowledge of such activitiesnot, notify and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation Party’s exercise of sales or delivery to such customer) necessary to limit such sale or distribution its retained exclusive rights in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.

No Diversion. Each Party hereby covenants and agrees that during the Termit shall not, and except as expressly permitted by this Agreement, it shall not (and shall cause ensure that its Affiliates and Sublicensees (with respect to Licensee)sublicensees will not, sublicensees (with respect to Duality) and subcontractors not to)directly or indirectly, either itself or through a Third Party, develop, usepromote, market, promotedistribute, import, export, sell or actively offer for sale (online have sold the Licensed Products, including via internet or otherwise) the ADC Licensed Products mail order, in the other Party’s territoryTerritory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in With respect to any advertising activities relating to the ADC Licensed Products directed primarily to customers country or Region in the other Party’s territoryTerritory, a Party shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries or Regions, (c) actively or intentionally solicit orders for Licensed Products from any prospective purchaser located in the other such countries or Regions, or (d) knowingly sell or distribute Licensed Products to any person in such Party’s territory Territory who intends to sell or has in the past sold Licensed Products in such countries or Regions. If either Party receives any order for any Licensed Product from a prospective purchasers whose delivery address is purchaser reasonably believed to be located in a country or Region in the other Party’s territory. To Territory, the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party receives any order for ADC Licensed Products from a prospective purchaser located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such receiving Party shall immediately refer that order to the other Party and such Party shall not accept any such order or orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the ADC Licensed Products under such order. If into a Party should reasonably know that a customer country or distributor is actively engaged itself or through a Third Party in the sale or distribution of the ADC Licensed Products Region in the other Party’s territory, then such Territory. Each Party shall (i) within [***] Days of gaining knowledge of such activitiesnot, notify and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation Party’s exercise of sales or delivery to such customer) necessary to limit such sale or distribution its retained exclusive rights in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or deliveryTerritory.

No Diversion. Each Party hereby covenants and agrees that during the Term, and except as expressly permitted by this Agreement, it shall not (and shall cause its Affiliates and Sublicensees (with respect to Licensee), sublicensees (sub)licensees (with respect to Duality) and subcontractors not to), either itself or through a Third Party, develop, use, market, promote, import, export, sell or actively offer for sale (online or otherwise) the ADC Licensed Products in the other Party’s territory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in any advertising activities relating to the ADC Licensed Products directed primarily to customers in the other Party’s territory, or (b) actively or intentionally solicit orders from any prospective purchaser located in the other Party’s territory or prospective purchasers whose delivery address is located in the other Party’s territory. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a Party receives any order for ADC Licensed Products from a prospective purchaser located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to the other Party and shall not accept any such order or deliver or tender (or cause to be delivered or tendered) the ADC Licensed Products under such order. If a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party in the sale or distribution of the ADC Licensed Products in the other Party’s territory, then such Party shall (i) within [***] Days of gaining knowledge of such activities, notify the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation of sales or delivery to such customer) necessary to limit such sale or distribution in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.

No Diversion. Each Party hereby covenants and agrees that during the Termit shall not, and except as expressly permitted by this Agreement, it shall not (and shall cause ensure that its Affiliates and Sublicensees (with respect to Licensee)sublicensees will not, sublicensees (with respect to Duality) and subcontractors not to)directly or indirectly, either itself or through a Third Party, develop, usepromote, market, promotedistribute, import, export, sell or actively offer for sale (online have sold the Licensed Products, including via internet or otherwise) the ADC Licensed Products mail order, in the other Party’s territory. Without limiting the generality of the foregoing, except as mutually agreed by the Parties, each Party shall not (a) engage in With respect to any advertising activities relating to the ADC Licensed Products directed primarily to customers country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (c) actively or intentionally solicit orders for Licensed Products from any prospective purchaser located in the other such countries, or (d) knowingly sell or distribute Licensed Products to any person in such Party’s territory who intends to sell or prospective purchasers whose delivery address is located has in the other Party’s territorypast sold Licensed Products in such countries. To the extent permitted by Applicable Laws, including applicable antitrust laws, if a If either Party receives any order for ADC any Licensed Products Product from a prospective purchaser reasonably believed to be located in or with a nominated delivery address in a country or jurisdiction in the other Party’s territory, such Party shall immediately refer that order to the other Party and such Party shall not accept any such order or orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the ADC Licensed Products under such order. If into a Party should reasonably know that a customer or distributor is actively engaged itself or through a Third Party in the sale or distribution of the ADC Licensed Products country in the other Party’s territory, then such . Each Party shall (i) within [***] Days of gaining knowledge of such activitiesnot, notify and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner the other Party regarding such activities and provide all information available to such Party that the other Party may reasonably request concerning such activities and (ii) use Commercially Reasonable Efforts (including cessation Party’s exercise of sales or delivery to such customer) necessary to limit such sale or distribution its retained exclusive rights in the other Party’s territory, unless otherwise agreed in writing by the Parties prior to such sale or delivery.. 222330578 v11