3Territorial Responsibility Sample Clauses

3Territorial Responsibility. Distributor shall use its Commercially Reasonable Efforts to establish sales policies and procedures to realize the maximum sales potential for the Products in the Territory, consistent with applicable Regulations. Without the prior written consent of Capricor, Distributor shall not advertise, promote or seek customers for Products or establish any office through which orders for Products are solicited for use or distribution outside the Territory, nor knowingly sell Products for use outside the Territory. Any requests or inquiries received by potential Customers, whether directly or indirectly, for the purchase of Product for use or distribution outside the Territory shall be referred to Capricor. For purposes of clarity, so long as the U.S. Agreement remains in force and effect, the limitations contained in this Section 4.3 shall not apply to sales of Product in the United States by Distributor and Distributor’s U.S. subsidiary, NS Pharma, Inc. pursuant to that certain Commercialization and Distribution Agreement between the Parties dated January 24, 2022 (the “U.S. Agreement”).