Common use of Additional Territories Clause in Contracts

Additional Territories. (a) VCP shall not sell or distribute in any territory other than the Exclusive Territory and the Non-Exclusive Territory any Thermal Paper Product manufactured, sold or distributed using any valid Patent, Copyright, Trade Xxxx or Trade Secret of Oji or its Subsidiaries, including the Current Technology and the New Technology, and any Improvements thereto required to be licensed to VCP pursuant to Section 4.02 (an “Oji Technology Thermal Paper Product”), without obtaining prior written consent from Oji (“Additional Territory Written Consent”), which, in Oji’s sole discretion, may be denied. Once Oji grants an Additional Territory Written Consent, such new territory shall become an integral part of the Exclusive and Non-Exclusive Territory list, as the case may be (an “Additional Territory”) and all rights and obligations of this Agreement shall apply to such Additional Territory in the same manner as in the current listed territories. In the event that Oji grants VCP such Additional Territory Written Consent and (i) Oji or its Subsidiaries have established channels of distribution for Thermal Paper Products in the Additional Territory as of the date of such consent, or (ii) Oji or its Subsidiaries establish channels of distribution for Thermal Paper Products after the date of such consent, Oji shall provide VCP access to sell or distribute Oji Technology Thermal Paper Products through such channels of distribution and such channels of distribution shall be the sole channels of distribution through which VCP may sell or distribute Oji Technology Thermal Paper Products in the Additional Territory. VCP shall pay Oji royalties on the Net Sales Price of Oji Technology Thermal Paper Products sold or distributed in the Additional Territories as specified in Sections 3.01(c)(i) through (xiii), unless otherwise stated in the Additional Territory Written Consent, in which case the royalties payable with respect to Oji Technology Thermal Paper Products shall be on the terms set forth in the Additional Territory Written Consent. (b) VCP agrees that it shall not knowingly sell or distribute Oji Technology Thermal Paper Products to any Person who sells, distributes, or plans to sell or distribute, either directly or through one or more intermediaries, such Oji Technology Thermal Paper Products in an Additional Territory (an “Additional Territory Distributor”). In the event that either Oji or VCP identifies a violation, both parties will immediately discuss in good faith and define the most appropriate measures to restrain and prevent future violations. While it is understood that VCP shall not be responsible for any breach of this Section 5.01(b) by any Person to whom it sells or distributes Oji Technology Thermal Paper Products, VCP agrees to support Oji and to jointly take all commercially reasonable measures to restrain such violation (as previously agreed in good faith discussions with Oji), including, if necessary, the termination of future sales arrangements and appropriate court proceedings, to restrain all Persons to whom it sells or distributes Oji Technology Thermal Paper Products from becoming or continuing to be an Additional Territory Distributor.

Additional Territories. (a) VCP Promptly after the Effective Date, but no later than December 31, 1999, the Parties shall commence good faith exclusive negotiations to expand the territories covered by this Agreement with respect to each Product subject to any existing agreements between Digene and a Third Party; provided, however, that neither Party shall be obligated to enter into such an arrangement after completing such good faith negotiations. In the event that prior to December 31, 1999, Digene receives an unsolicited request from a Third Party, which Digene desires to pursue, to negotiate or enter into an agreement to market and distribute any Product in territories not sell or distribute in any territory other than covered by this Agreement, Digene shall provide prompt written notice to Abbott with respect to the Exclusive Territory Product and the Non-Exclusive Territory any Thermal Paper territories for which it has received an unsolicited request. Abbott shall provide written notice to Digene within ten (10) Business Days of Abboxx'x xxxeipt of Digene's notice of the unsolicited request of whether it will commence good faith exclusive negotiations with Digene regarding such Product manufactured, sold or distributed using any valid Patent, Copyright, Trade Xxxx or Trade Secret of Oji or its Subsidiaries, including the Current Technology and the New Technology, and any Improvements thereto required to be licensed to VCP territories pursuant to this Section 4.02 (2.4. Such negotiations shall be deemed to commence on the date of Abboxx'x xxxice to Digene. In the event that Abbott does not so notify Digene that it desires to commence such negotiations, Digene may enter into negotiations and an “Oji Technology Thermal Paper Product”), without obtaining prior written consent from Oji (“Additional Territory Written Consent”), which, in Oji’s sole discretion, may be denied. Once Oji grants an Additional Territory Written Consent, such new territory shall become an integral part of the Exclusive and Non-Exclusive Territory list, as the case may be (an “Additional Territory”) and all rights and obligations of this Agreement shall apply agreement with respect to such Additional Territory Product in the same manner as in the current listed such territories. In the event that Oji grants VCP such Additional Territory Written Consent and the Parties do not enter into an expanded contractual relationship within sixty (i60) Oji or its Subsidiaries have established channels days after the commencement of distribution for Thermal Paper Products in good faith exclusive THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. negotiations, then, from the Additional Territory as of the date conclusion of such consent, negotiations or (ii) Oji or its Subsidiaries establish channels of distribution for Thermal Paper Products after the date expiration of such consentsixty (60) day period, Oji whichever first occurs, until December 31, 2001, Digene shall provide VCP access to sell or distribute Oji Technology Thermal Paper Products through such channels of not enter into any distribution and such channels of distribution shall be the sole channels of distribution through which VCP may sell or distribute Oji Technology Thermal Paper Products in the Additional Territory. VCP shall pay Oji royalties on the Net Sales Price of Oji Technology Thermal Paper Products sold or distributed in the Additional Territories as specified in Sections 3.01(c)(i) through (xiii), unless otherwise stated in the Additional Territory Written Consent, in which case the royalties payable agreement with a Third Party with respect to Oji Technology Thermal Paper Products shall be on the terms set forth in the Additional Territory Written Consent. (b) VCP agrees that it shall not knowingly sell or distribute Oji Technology Thermal Paper Products to any Person who sells, distributes, or plans to sell or distribute, either directly or through one or more intermediaries, such Oji Technology Thermal Paper Products in an Additional Territory (an “Additional Territory Distributor”)territories not covered by this Agreement, the terms of which, when considered in their entirety, are materially more favorable to the Third Party than the terms finally offered to or by Abbott in such negotiations. In the event that either Oji or VCP identifies a violation, both parties will immediately discuss Digene shall have no obligation under this Section 2.4 with respect to any Product if Abbott is in good faith and define the most appropriate measures to restrain and prevent future violations. While it is understood that VCP shall not be responsible for any material breach of this Section 5.01(b) by any Person Agreement or if, with respect to whom it sells such Product, Abboxx'x xxxtribution rights are non-exclusive or distributes Oji Technology Thermal Paper Products, VCP agrees to support Oji and to jointly take all commercially reasonable measures to restrain such violation (as previously agreed in good faith discussions with Oji), including, if necessary, the termination of future sales arrangements and appropriate court proceedings, to restrain all Persons to whom it sells or distributes Oji Technology Thermal Paper Products from becoming or continuing to be an Additional Territory Distributorhave terminated.

Additional Territories. (a) VCP SPI shall not sell or distribute represent itself and its Affiliates in any territory other than discussions regarding the Exclusive Territory granting to Takeda of a license to develop and commercialize the Non-Exclusive Territory any Thermal Paper Product manufactured, sold or distributed using any valid Patent, Copyright, Trade Xxxx or Trade Secret of Oji or its Subsidiaries, including the Current Technology and the New Technology, and any Improvements thereto required to be licensed to VCP pursuant to Section 4.02 (an “Oji Technology Thermal Paper Product”), without obtaining prior written consent from Oji (“Additional Territory Written Consent”), which, in Oji’s sole discretion, may be denied. Once Oji grants an Additional Territory Written Consent, such new territory shall become an integral part of the Exclusive and Non-Exclusive Territory list, as the case may be (an “Additional Territory”) and all rights and obligations of this Agreement shall apply to such Additional Territory in the same manner as in the current listed territories. In the event that Oji grants VCP such Additional Territory Written Consent and (i) Oji or its Subsidiaries have established channels of distribution for Thermal Paper Products in the Additional Territory as for which such Affiliate has appropriate right and license. In particular, SPI shall be responsible for all countries in North, Central and South America (excluding the US and Canada, which countries are the subject of the date of such consentlicense granted under this Agreement to Takeda) (the “SPI Territory”), or (ii) Oji or its Subsidiaries establish channels of distribution for Thermal Paper Products after the date of such consent, Oji shall provide VCP access to sell or distribute Oji Technology Thermal Paper Products through such channels of distribution and such channels of distribution SPE shall be responsible for Europe, the sole channels of distribution through which VCP may sell or distribute Oji Technology Thermal Paper Products Middle East and Africa (the “SPE Territory”), and SPL shall be responsible for all other countries in the Additional world, including Japan (the “SPL Territory”). VCP With respect to the SPE Territory, Takeda shall pay Oji royalties on SPI, for the Net Sales Price benefit of Oji Technology Thermal Paper Products sold or distributed SPE, an option fee (the “SPE Option Fee”) of [**] United States Dollars (US$[**]) within [**] of the Effective Date in order to obtain an exclusive option to negotiate and secure rights in the Products for the Initial Indications and, if applicable, Additional Territories as specified in Sections 3.01(c)(i) through (xiii), unless otherwise stated Indications and/or New Formulations in the SPE Territory, pursuant to a separate written license agreement, provided, however, that if no such agreement is executed, the aforementioned option for the SPE Territory shall automatically expire upon the receipt of NDA approval by SPI for the Constipation indication for the Initial Territory, and SPI shall refund to Takeda [**] United States Dollars (US$[**]) of the SPE Option Fee paid by Takeda. With respect to the SPL Territory, Takeda shall pay SPI, for the benefit of SPL, an option fee (the “SPL Option Fee”) of [**] United States Dollars (US$[**]) within [**] of the Effective Date in order to obtain a [**] exclusive option to negotiate and secure rights in the Products for the Initial Indications and, if applicable, Additional Indications and/or New Formulations in the SPL Territory, pursuant to a separate written license agreement; provided, however, that if no such agreement is executed, the aforementioned option for the SPL Territory Written Consentshall automatically expire after [**], in which case case, SPI shall refund to Takeda [**] United States Dollars (US$[**]) of the royalties payable with respect to Oji Technology Thermal Paper Products shall be on SPL Option Fee paid by Takeda. The Parties agree that, during the terms set forth in the Additional Territory Written Consent. (b) VCP agrees that it shall not knowingly sell or distribute Oji Technology Thermal Paper Products to any Person who sellsoption periods mentioned above, distributes, or plans to sell or distribute, either directly or through one or more intermediaries, such Oji Technology Thermal Paper Products in an Additional Territory (an “Additional Territory Distributor”). In the event that either Oji or VCP identifies a violation, both parties they will immediately discuss in good faith explore the best way to commercialize the Product in each of SPE Territory and define SPL Territory. With respect to the most appropriate measures to restrain and prevent future violations. While it is understood that VCP SPI Territory, Takeda shall not be responsible required to pay SPI a fee in order to obtain an exclusive option to negotiate and secure rights in the Products for any breach of this Section 5.01(b) by any Person to whom it sells or distributes Oji Technology Thermal Paper Products, VCP agrees to support Oji and to jointly take all commercially reasonable measures to restrain such violation (as previously agreed in good faith discussions with Oji), includingthe Initial Indications and, if necessaryapplicable, Additional Indications and/or New Formulations in the SPI Territory, pursuant to a separate written agreement, provided, however, that if no such agreement is executed, the termination aforementioned option for the SPI Territory shall automatically expire upon the receipt of future sales arrangements NDA approval by SPI for the Constipation indication for the Initial Territory. The SPE Option Fee and appropriate court proceedings, to restrain all Persons to whom it sells the SPL Option Fee shall be creditable towards any payments due under any license agreement entered into between Takeda and SPI or distributes Oji Technology Thermal Paper Products from becoming or continuing to be an Additional Territory Distributorthe applicable SPI Affiliate.

Additional Territories. (a) VCP SPI shall not sell or distribute represent itself and its Affiliates in any territory other than discussions regarding the Exclusive Territory granting to Takeda of a license to develop and commercialize the Non-Exclusive Territory any Thermal Paper Product manufactured, sold or distributed using any valid Patent, Copyright, Trade Xxxx or Trade Secret of Oji or its Subsidiaries, including the Current Technology and the New Technology, and any Improvements thereto required to be licensed to VCP pursuant to Section 4.02 (an “Oji Technology Thermal Paper Product”), without obtaining prior written consent from Oji (“Additional Territory Written Consent”), which, in Oji’s sole discretion, may be denied. Once Oji grants an Additional Territory Written Consent, such new territory shall become an integral part of the Exclusive and Non-Exclusive Territory list, as the case may be (an “Additional Territory”) and all rights and obligations of this Agreement shall apply to such Additional Territory in the same manner as in the current listed territories. In the event that Oji grants VCP such Additional Territory Written Consent and (i) Oji or its Subsidiaries have established channels of distribution for Thermal Paper Products in the Additional Territory as for which such Affiliate has appropriate right and license. In particular, SPI shall be responsible for all countries in North, Central and South America (excluding the US and Canada, which countries are the subject of the date of such consentlicense granted under this Agreement to Takeda) (the “SPI Territory”), or (ii) Oji or its Subsidiaries establish channels of distribution for Thermal Paper Products after the date of such consent, Oji shall provide VCP access to sell or distribute Oji Technology Thermal Paper Products through such channels of distribution and such channels of distribution SPE shall be responsible for Europe, the sole channels of distribution through which VCP may sell or distribute Oji Technology Thermal Paper Products Middle East and Africa (the “SPE Territory”), and SPL shall be responsible for all other countries in the Additional world, including Japan (the “SPL Territory”). VCP With respect to the SPE Territory, Takeda shall pay Oji royalties on SPI, for the Net Sales Price benefit of Oji Technology Thermal Paper Products sold or distributed SPE, an option fee (the “SPE Option Fee”) of Three Million United States Dollars (US$3,000,000) within ten (10) Business Days of the Effective Date in order to obtain an exclusive option to negotiate and secure rights in the Products for the Initial Indications and, if applicable, Additional Territories as specified in Sections 3.01(c)(i) through (xiii), unless otherwise stated Indications and/or New Formulations in the SPE Territory, pursuant to a separate written license agreement, provided, however, that if no such agreement is executed, the aforementioned option for the SPE Territory shall automatically expire upon the receipt of NDA approval by SPI for the Constipation indication for the Initial Territory, and SPI shall refund to Takeda Oxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,500,000) of the SPE Option Fee paid by Takeda. With respect to the SPL Territory, Takeda shall pay SPI, for the benefit of SPL, an option fee (the “SPL Option Fee”) of Two Million United States Dollars (US$2,000,000) within ten (10) Business Days of the Effective Date in order to obtain a twelve (12) month exclusive option to negotiate and secure rights in the Products for the Initial Indications and, if applicable, Additional Indications and/or New Formulations in the SPL Territory, pursuant to a separate written license agreement; provided, however, that if no such agreement is executed, the aforementioned option for the SPL Territory Written Consentshall automatically expire after twelve (12) months, in which case case, SPI shall refund to Takeda One Million United States Dollars (US$1,000,000) of the royalties payable with respect to Oji Technology Thermal Paper Products shall be on SPL Option Fee paid by Takeda. The Parties agree that, during the terms set forth in the Additional Territory Written Consent. (b) VCP agrees that it shall not knowingly sell or distribute Oji Technology Thermal Paper Products to any Person who sellsoption periods mentioned above, distributes, or plans to sell or distribute, either directly or through one or more intermediaries, such Oji Technology Thermal Paper Products in an Additional Territory (an “Additional Territory Distributor”). In the event that either Oji or VCP identifies a violation, both parties they will immediately discuss in good faith explore the best way to commercialize the Product in each of SPE Territory and define SPL Territory. With respect to the most appropriate measures to restrain and prevent future violations. While it is understood that VCP SPI Territory, Takeda shall not be responsible required to pay SPI a fee in order to obtain an exclusive option to negotiate and secure rights in the Products for any breach of this Section 5.01(b) by any Person to whom it sells or distributes Oji Technology Thermal Paper Products, VCP agrees to support Oji and to jointly take all commercially reasonable measures to restrain such violation (as previously agreed in good faith discussions with Oji), includingthe Initial Indications and, if necessaryapplicable, Additional Indications and/or New Formulations in the SPI Territory, pursuant to a separate written agreement, provided, however, that if no such agreement is executed, the termination aforementioned option for the SPI Territory shall automatically expire upon the receipt of future sales arrangements NDA approval by SPI for the Constipation indication for the Initial Territory. The SPE Option Fee and appropriate court proceedings, to restrain all Persons to whom it sells the SPL Option Fee shall be creditable towards any payments due under any license agreement entered into between Takeda and SPI or distributes Oji Technology Thermal Paper Products from becoming or continuing to be an Additional Territory Distributorthe applicable SPI Affiliate.