Cross-Territorial Restrictions. (a) Takeda hereby covenants and agrees that it shall not, and will ensure that its Affiliates and sublicensees will not, either directly or indirectly, actively promote, market, distribute, import, sell or have sold Product into countries outside the Licensed Territory. As to such countries outside the Licensed Territory: (i) Takeda shall not, and will ensure that its Affiliates and sublicensees will not, engage in any advertising or promotional activities relating to the Product directed primarily to customers or other buyers or users of the Product located in such countries; and (ii) Takeda shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located in such countries. If Takeda receives any order from a prospective purchaser located in a country outside the Licensed Territory from which re-imports into the Licensed Territory are unlikely, Takeda shall immediately refer that order to AMAG. Takeda shall not accept any such orders. Takeda may not deliver or tender (or cause to be delivered or tendered) any Product into a country outside of the Licensed Territory from which re-imports into the Licensed Territory are unlikely. Takeda shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner AMAG’s exercise of its retained rights outside the Licensed Territory, provided that any such exercise of rights by AMAG shall comply with the terms of this Agreement.
(b) Unless otherwise permitted herein, AMAG hereby covenants and agrees that it shall not, and will ensure that its Affiliates or its sublicensees will not, either directly or indirectly, promote, market, distribute, import, sell or have sold Product in the Field into any [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. countries in the Licensed Territory. As to such countries in the Licensed Territory, (i) AMAG shall not, and will ensure that its Affiliates and sublicensees will not, engage in any advertising or promotional activities relating to the Product in the Field directed primarily to customers or other buyers or users of the Product located in such countries; and (ii) AMAG shall not, and will ensure that its Affiliates and sublicensees will not, solicit orde...
Cross-Territorial Restrictions. As permitted by Law, Licensee shall not, and shall ensure that its Affiliates and Sublicensees will not, either directly or indirectly, knowingly promote, market, distribute, import, sell or have sold Product, including via internet or mail order, into countries in the Licensor Territory. As to such countries in the Licensor Territory, Licensee shall not, and shall ensure that its Affiliates and Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for Product in such countries, (ii) engage in any advertising or promotional activities relating to Product that are directed primarily to customers or other purchasers or users of Product located in such countries, (iii) solicit or accept orders from any prospective purchaser located in such countries, or (iv) sell or distribute Product to any person in the Licensed Territory who it knows intends to sell Product in such countries. If Licensee receives any order from a prospective purchaser located in a country in the Licensor Territory, Licensee shall refer that order to Licensor, and Licensee shall not accept any such orders. Licensee shall not deliver or tender (or cause to be delivered or tendered) Product into a country in the Licensor Territory.
Cross-Territorial Restrictions. SAMR hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees will not, intentionally or knowingly, either directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, into countries outside the Applicable Territory. As to such countries outside the Applicable Territory (which are exclusively reserved for Aridis), SAMR 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) 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) solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) sell or distribute Licensed Products to any person in the Applicable Territory who intends to sell or has in the past sold Licensed Products in such countries. If SAMR receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country outside the Applicable Territory, SAMR shall immediately refer that order to Aridis and SAMR shall not accept any such orders. SAMR shall not, intentionally or knowingly, deliver or tender (or cause to be delivered or tendered) Licensed Products into a country outside of the Applicable Territory. SAMR shall not, and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner Aridis’s exercise of its retained exclusive rights outside of the Applicable Territory.
Cross-Territorial Restrictions. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates shall not, and shall use reasonable efforts to ensure that its licensees and sublicensees shall not, either directly or indirectly, promote, market, distribute, import, sell, have sold, deliver or tender (or cause to be delivered or tendered) any Licensed Product, including via internet or mail order, into the other Party’s territory. Without limiting the foregoing, as to each country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates shall not and shall use reasonable efforts to ensure that its licensees and sublicensees shall not: (a) establish or maintain any branch, warehouse or distribution facility for any Licensed Product in such country; (b) engage in any advertising or promotional activities relating to any Licensed Product that are directed primarily to customers or other purchasers or users of Licensed Product located in such country; (c) solicit orders for any Licensed Product from any prospective purchaser located in such country; or (d) sell or distribute any Licensed Product to any person in the applicable territory who the Party is aware intends to sell or has in the past sold any Licensed Product in such country. If a Party receives any order for a Licensed Product from a prospective purchaser located in a country in the other Party’s territory, the Party shall immediately refer that order to the other Party and shall not accept any such orders.
Cross-Territorial Restrictions. Licensee hereby covenants and agrees that it shall not, and shall require that its Affiliates and permitted sublicensees will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Product into countries or regions outside the Territory. If Licensee receives any order for any Licensed Product for delivery outside the Territory, Licensee shall immediately refer that order to Teva and Licensee shall not accept any such orders.
Cross-Territorial Restrictions. (a) Mundipharma hereby covenants and agrees that, insofar as permitted by applicable Law, it shall not, and shall ensure that its Affiliates and Sublicensees will not, either directly or indirectly, knowingly promote, market, distribute, import, sell or have sold any Product, including via internet or mail order, into countries in the Allos Territory. As to such countries in the Allos Territory, Mundipharma shall not, and shall ensure that its Affiliates and Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in such
Cross-Territorial Restrictions. (a) Unless otherwise expressly authorized by Company in writing, SpePharm shall not (i) actively seek prospective purchasers for the Product for use in the Company Territory; (ii) engage in any advertising or promotional activities relating to the Product directed primarily to prospective purchasers for use in the Company Territory; or (iii) solicit orders from any prospective purchaser for sale and use in the Company Territory. If SpePharm receives any order from a prospective purchaser in the Company Territory, SpePharm shall promptly refer that order to Company and shall not accept any such orders. SpePharm shall not sell any Product to a purchaser if SpePharm knows that such purchaser intends to resell or otherwise distribute or provide such Product to a prospective purchaser for use in the Company Territory.
(b) Unless otherwise expressly authorized by SpePharm in writing, Company shall not (i) actively seek prospective purchasers for the Product for use in the Licensed Territory; (ii) engage in any advertising or promotional activities relating to the Product directed primarily to prospective purchasers for use in the Licensed Territory; or (iii) solicit orders from any prospective purchaser for sale and use in the Licensed Territory. If Company receives any order from a prospective purchaser in the Licensed Territory, Company shall promptly refer that order to SpePharm and shall not accept any such orders. Company shall not sell any Product to a purchaser if Company knows that such purchaser intends to resell or otherwise distribute or provide such Product to a prospective purchaser for use in the Licensed Territory.
Cross-Territorial Restrictions. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and Sublicensees will not, intentionally or knowingly, either directly or indirectly, promote, market, distribute, import, sell or have sold the Products into countries outside its respective territory. If a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a country outside of its respective territory, such Party shall immediately refer that order to the other Party and such Party shall not accept any such orders.
Cross-Territorial Restrictions. (a) AMAG hereby covenants and agrees that it shall not, and will ensure that its Affiliates and Sublicensees will not, either directly or indirectly, actively promote, market, distribute, import, sell or have sold Product into any countries outside the Territory. If AMAG or any of its Affiliates or Sublicensees receives any order for Product from a prospective purchaser located in a country outside the Territory, AMAG shall immediately refer that order to Endoceutics. AMAG shall not accept any such orders.
(b) Endoceutics hereby covenants and agrees that it shall not, and will ensure that its Affiliates or its sublicensees will not, either directly or indirectly, promote (other than as set forth in the Commercialization Plan), market, distribute, import, sell or have sold Product in the Field in the Territory. If Endoceutics or any of its Affiliates or sublicensees receives any order for Product from a prospective purchaser located in the Territory, Endoceutics shall immediately refer that order to AMAG. Endoceutics shall not accept any such orders.
Cross-Territorial Restrictions. Each Party shall, and shall ensure that its Affiliates and sublicensees will, use Commercially Reasonable Efforts to avoid directly or indirectly distributing, selling or have sold any Licensed Product, including via internet or mail order, to end customers into countries outside its territory. As to such countries outside its territory, such Party shall not, and shall ensure that its Affiliates and sublicensees will not: (a) engage in any advertising or promotional activities relating to any Licensed Product that are directed primarily to customers or other purchasers of such Licensed Product located in such countries, (b) solicit orders from any prospective purchaser located in such countries, or (c) sell or distribute any Licensed Product to any person in its territory who intends to sell or has in the past sold such Licensed Product in such countries. If a Party receives any order for a Licensed Product from a prospective purchaser located in a country outside their territory, such Party shall refer that order to the other Party and shall not accept any such orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) any Licensed Product into a country outside of its territory.
