Common use of Cross-Territorial Restrictions Clause in Contracts

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 orders from any prospective purchaser located in such countries. If AMAG receives any order from a prospective purchaser located in a country in the Licensed Territory from which re-imports to a country outside the Licensed Territory are unlikely, AMAG shall immediately refer that order to Takeda. AMAG shall not accept any such orders. AMAG may not deliver or tender (or cause to be delivered or tendered) any Product in the Field into a country in the Licensed Territory from which re-imports into a country outside the Licensed Territory are unlikely. AMAG shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner Takeda’s exercise of its rights granted under this Agreement in the Licensed Territory, provided that any such exercise of rights by Takeda shall comply with the terms of this Agreement.

Cross-Territorial Restrictions. (a) Takeda Roivant hereby covenants and agrees that it shall not, and will shall 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 Transferees will not, either directly or indirectly, promote, market, distribute, import, sell or have sold the Product in the Field (or any Licensed Compound), including via internet or mail order, 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 Territoryoutside China. As to such countries in the Licensed Territoryoutside China (which are exclusively reserved for Urovant), (i) AMAG Roivant shall not, and will shall ensure that its Affiliates and sublicensees Transferees will not, : (b) engage in any advertising or promotional activities relating to the Product in the Field (or any Licensed Compound) that are directed primarily to customers or other buyers purchaser or users of the Product (or any Licensed Compound) located in such countries; and , (iic) AMAG shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders for the Product (or any Licensed Compound) from any prospective purchaser located in such countries, or (d) sell or distribute the Product (or any Licensed Compound) to any person in China who Roivant or its Transferees have reason to believe intends to sell or has in the past sold the Product (or any Licensed Compound) in such countries. If AMAG Roivant or any of its Transferees receives any order for the Product (or any Licensed Compound) from a prospective purchaser located in a country in the Licensed Territory from which re-imports to a country outside the Licensed Territory are unlikelyChina, AMAG Roivant shall immediately refer that order to Takeda. AMAG Urovant and neither Roivant nor any such Transferee shall not accept any such orders. AMAG may not Neither Roivant nor any Transferee shall deliver or tender (or cause to be delivered or tendered) the Product (or any Product in the Field into a country in the Licensed Territory from which re-imports Compound) into a country outside the Licensed Territory are unlikelyChina. AMAG Both Parties shall not, and will shall ensure that its Affiliates and sublicensees Transferees will not, restrict or impede in any manner Takedathe other Party’s exercise of its rights granted under this Agreement exclusive rights. Roivant will, and shall ensure that its Transferees will, use its reasonable commercial efforts to establish and maintain a secure supply chain and to ensure that the Product (or any Licensed Compound) is not diverted outside of China. Roivant will, and shall ensure that its Transferees will, reasonably assist Urovant in any investigation relating to the diversion of Product (or any Licensed TerritoryCompound) from China to countries outside China, provided that including by using reasonable efforts to provide Urovant with a list of any such exercise of rights by Takeda shall comply with the terms its distributors, wholesalers, and suppliers of this AgreementProduct (and any Licensed Compound).

Cross-Territorial Restrictions. (a) Takeda Bayer hereby covenants and agrees that that, insofar as permitted by Applicable Law, it shall not, and will shall ensure that its Affiliates and sublicensees will Sublicensees shall not, either directly or indirectly, actively knowingly promote, market, distribute, importimport for sale, sell or have sold Product any Licensed Product, including via internet or mail order, to any Third Party or to any address or Internet Protocol address or the like into countries outside of the Licensed Territory. As to such countries outside of the Licensed Territory: (i) Takeda , Bayer shall not, and will shall ensure that its Affiliates and sublicensees will Sublicensees shall not, engage in : (i) [***]. If Bayer receives any advertising or promotional activities relating order for use from a prospective purchaser that intends to the distribute such Licensed Product directed primarily to customers or other buyers or users outside of the Product located in such countries; and (ii) Takeda Licensed Territory, insofar as permitted by Applicable Law, Bayer shall [***]. Bayer shall not, and will shall 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 Sublicensees 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 Eidos’ exercise of its retained rights outside of the Licensed Territory. Except as otherwise provided herein, provided that neither Party shall, or shall permit its Affiliates, Affiliated Entities, Third Party licensees (with respect to Eidos) or Sublicensees (with respect to Bayer) to, [***] any such exercise of rights by AMAG shall comply with Licensed Products for commercial use in the terms of this Agreementother Party’s applicable territory. (b) Unless otherwise permitted herein, AMAG Eidos hereby covenants and agrees that that, insofar as permitted by Applicable Law, it shall not, and will shall ensure that its Affiliates or its sublicensees will Affiliates, Affiliated Entities, Third Party licensees and Sublicensees shall not, either directly or indirectly, knowingly promote, market, distribute, importimport for sale, sell or have sold Product in the Field any Licensed Product, including via internet or mail order, 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 Eidos shall not, and will shall ensure that its Affiliates Affiliates, its Affiliated Entities, 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 Sublicensees shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located in such countries: (i) [***]. If AMAG Eidos receives any order from a prospective purchaser located in a country in the Licensed Territory from which re-imports to a country outside the Licensed Territory are unlikely, AMAG shall immediately refer that order to Takeda. AMAG shall not accept any such orders. AMAG may not deliver or tender (or cause to be delivered or tendered) any Product in the Field into a country in the Licensed Territory from which re-imports into a country outside the Licensed Territory are unlikely. AMAG shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner Takeda’s exercise of its rights granted under this Agreement in the Licensed Territory, provided that any such exercise of rights insofar as permitted by Takeda Applicable Law, Eidos shall comply with the terms of this Agreement[***].

Cross-Territorial Restrictions. (a) Takeda Norgine 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 in the Retained Territory. As to such countries in the Retained Territory: (a) Norgine shall refrain, and will ensure that its Affiliates and sublicensees shall refrain, from establishing or maintaining any branch, warehouse or distribution facility for Product in such countries other than is necessary to allow for the exportation of Product manufactured in the Retained Territory into the Licensed Territory; (b) Norgine shall not, and will ensure that its Affiliates and sublicensees will not, engage in any advertising or promotional activities relating to Product directed primarily to customers or other buyers or users of the Product located in such countries; and (c) Norgine shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located in such countries. If Norgine receives any order from a prospective purchaser located in a country in the Retained Territory, Norgine shall immediately refer that order to Tranzyme. Norgine shall not accept any such orders. Norgine may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Licensed Territory. Norgine shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner Tranzyme’s exercise of its retained rights in the Retained Territory. Tranzyme 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, sell or have sold Product in the Licensed Territory. As to such countries outside in the Licensed Territory: , (ia) Takeda Tranzyme shall refrain, and will ensure that its Affiliates and sublicensees shall refrain, from establishing or maintaining any branch, warehouse or distribution facility for the Product in such countries other than is necessary to allow for the Development and/or exportation of Product manufactured in the Licensed Territory into the Retained Territory; (b) Tranzyme 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 (iic) Takeda Tranzyme shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located in such countries. If Takeda Tranzyme receives any order from a prospective purchaser located in a country outside in the Licensed Territory from which re-imports into the Licensed Territory are unlikelyTerritory, Takeda Tranzyme shall immediately refer that order to AMAGNorgine. Takeda Tranzyme shall not accept any such orders. Takeda Tranzyme 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 unlikelyRetained Territory. Takeda Tranzyme 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 orders from any prospective purchaser located in such countries. If AMAG receives any order from a prospective purchaser located in a country in the Licensed Territory from which re-imports to a country outside the Licensed Territory are unlikely, AMAG shall immediately refer that order to Takeda. AMAG shall not accept any such orders. AMAG may not deliver or tender (or cause to be delivered or tendered) any Product in the Field into a country in the Licensed Territory from which re-imports into a country outside the Licensed Territory are unlikely. AMAG shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner TakedaNorgine’s exercise of its rights granted under this Agreement in the Licensed Territory, provided that any such exercise of rights by Takeda shall comply with the terms of this Agreement.

Cross-Territorial Restrictions. (a) Takeda Mundipharma hereby covenants and agrees that that, insofar as permitted by applicable Law, it shall not, and will shall ensure that its Affiliates and sublicensees Sublicensees will not, either directly or indirectly, actively knowingly promote, market, distribute, import, sell or have sold Product any Product, including via internet or mail order, into countries outside in the Licensed Allos Territory. As to such countries outside in the Licensed Allos Territory: (i) Takeda , Mundipharma shall not, and will shall ensure that its Affiliates and sublicensees Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in such countries, (ii) engage in any advertising or promotional activities relating to the any Product that are directed primarily to customers or other buyers purchasers or users of the such Product located in such countries; and , (iiiii) Takeda shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located in such countries, or (iv) sell or distribute any Product to any person in the Licensed Territory who it knows intends to sell any Product in such countries. If Takeda Mundipharma receives any order from a prospective purchaser located in a country outside in the Licensed Territory from which re-imports into the Licensed Territory are unlikelyAllos Territory, Takeda Mundipharma shall immediately refer that order to AMAG. Takeda Allos, and Mundipharma shall not accept any such orders. Takeda may Mundipharma shall not deliver or tender (or cause to be delivered or tendered) any Product into a country outside of in the Licensed Territory from which re-imports into the Licensed Territory are unlikelyAllos Territory. Takeda Mundipharma shall not, and shall ensure that its Affiliates and Sublicensees will not, restrict or impede in any manner Allos' exercise of its retained rights in the Allos Territory. (b) Allos hereby covenants and agrees that, except with respect to the named patient supply program in effect as of the Effective Date or any named patient supply program implemented after the Effective Date and approved by Mundipharma, 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 Licensed Territory. As to such countries in the Licensed Territory, Allos shall not, and shall ensure that its Affiliates and sublicensees will not: (i) except with respect to any such named patient supply program, establish or maintain any branch, warehouse or distribution facility for any Product in such [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. countries, (ii) engage in any advertising or promotional activities relating to any Product that are directed primarily to customers or other purchasers or users of such Product located in such countries (but, for the avoidance of doubt, the foregoing shall not in any way restrict Allos from responding to medical information requests in connection with any such named patient supply program), (iii) solicit orders from any prospective purchaser located in such countries, or (iv) except with respect to any such named patient supply program, sell or distribute any Product to any person in the Allos Territory who it knows intends to sell any Product in such countries. If Allos receives any order from a prospective purchaser located in a country in the Licensed Territory except for orders in connection with any such named patient supply program, Allos shall immediately refer that order to Mundipharma, and Allos shall not accept any such orders. Allos shall not deliver or tender (or cause to be delivered or tendered) any Product into a country in the Licensed Territory except in connection with any such named patient supply program. Allos shall not, and shall ensure that its Affiliates and sublicensees will not, restrict or impede in any manner AMAG’s (other than with respect to any such named patient supply program) Mundipharma's exercise of its retained licensed 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 For clarity, nothing in this Section 6.7(b) shall preclude or prohibit Allos, directly or indirectly, itself or through its Affiliates or any Third Party, from distributing, importing, selling or having sold any Product in the Licensed Territory as part of or in connection with a named patient supply program in effect as of the Effective Date or a named patient supply program implemented after the Effective Date and approved by Mundipharma; provided that, on a country-by-country basis in the Licensed Territory, (i) AMAG Allos shall not, and will ensure that its Affiliates and sublicensees will not, engage discontinue any such named patient supply program in any advertising or promotional activities relating to the Product a country in the Field directed primarily to customers or other buyers or users Licensed Territory, in accordance with the terms of such named patient supply program agreement, upon obtaining the Product located first Drug Approval in such countries; and (ii) AMAG shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located country unless continuation of such named patient supply program in such countriescountry is approved by Mundipharma. If AMAG receives any order from a prospective purchaser located In the event that Mundipharma approves continuation of such named patient supply program in a country in the Licensed Territory from which re-imports following Drug Approval in such country, and if Mundipharma later provides written notice to a country outside the Licensed Territory are unlikelyAllos requesting discontinuation of such named patient supply program in such country, AMAG Allos shall immediately refer that order to Takeda. AMAG shall not accept any thereafter discontinue such orders. AMAG may not deliver or tender (or cause to be delivered or tendered) any Product named patient supply program in the Field into a such country in the Licensed Territory from which re-imports into a country outside the Licensed Territory are unlikely. AMAG shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner Takeda’s exercise of its rights granted under this Agreement in the Licensed Territory, provided that any such exercise of rights by Takeda shall comply accordance with the terms of this Agreementsuch named patient supply program agreement. Notwithstanding the foregoing, Mundipharma may elect, at any time during the Term, to take over the existing named patient supply program, on such terms as may be mutually agreed by the Parties and the existing named patient supply program distributor.

Cross-Territorial Restrictions. (a) Takeda Mundipharma hereby covenants and agrees that that, insofar as permitted by applicable Law, it shall not, and will shall ensure that its Affiliates and sublicensees Sublicensees will not, either directly or indirectly, actively knowingly promote, market, distribute, import, sell or have sold Product any Product, including via internet or mail order, into countries outside in the Licensed Allos Territory. As to such countries outside in the Licensed Allos Territory: (i) Takeda , Mundipharma shall not, and will shall ensure that its Affiliates and sublicensees Sublicensees will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in such countries, (ii) engage in any advertising or promotional activities relating to the any Product that are directed primarily to customers or other buyers purchasers or users of the such Product located in such countries; and , (iiiii) Takeda shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located in such countries, or (iv) sell or distribute any Product to any person in the Licensed Territory who it knows intends to sell any Product in such countries. If Takeda Mundipharma receives any order from a prospective purchaser located in a country outside in the Licensed Territory from which re-imports into the Licensed Territory are unlikelyAllos Territory, Takeda Mundipharma shall immediately refer that order to AMAG. Takeda Allos, and Mundipharma shall not accept any such orders. Takeda may Mundipharma shall not deliver or tender (or cause to be delivered or tendered) any Product into a country outside of in the Licensed Territory from which re-imports into the Licensed Territory are unlikelyAllos Territory. Takeda Mundipharma shall not, and shall ensure that its Affiliates and Sublicensees will not, restrict or impede in any manner Allos’ exercise of its retained rights in the Allos Territory. (b) Allos hereby covenants and agrees that, except with respect to the named patient supply program in effect as of the Effective Date or any named patient supply program implemented after the Effective Date and approved by Mundipharma, 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 Licensed Territory. As to such countries in the Licensed Territory, Allos shall not, and shall ensure that its Affiliates and sublicensees will not: (i) except with respect to any such named patient supply program, establish or maintain any branch, warehouse or distribution facility for any Product in such [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. countries, (ii) engage in any advertising or promotional activities relating to any Product that are directed primarily to customers or other purchasers or users of such Product located in such countries (but, for the avoidance of doubt, the foregoing shall not in any way restrict Allos from responding to medical information requests in connection with any such named patient supply program), (iii) solicit orders from any prospective purchaser located in such countries, or (iv) except with respect to any such named patient supply program, sell or distribute any Product to any person in the Allos Territory who it knows intends to sell any Product in such countries. If Allos receives any order from a prospective purchaser located in a country in the Licensed Territory except for orders in connection with any such named patient supply program, Allos shall immediately refer that order to Mundipharma, and Allos shall not accept any such orders. Allos shall not deliver or tender (or cause to be delivered or tendered) any Product into a country in the Licensed Territory except in connection with any such named patient supply program. Allos shall not, and shall ensure that its Affiliates and sublicensees will not, restrict or impede in any manner AMAG(other than with respect to any such named patient supply program) Mundipharma’s exercise of its retained licensed 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 For clarity, nothing in this Section 6.7(b) shall preclude or prohibit Allos, directly or indirectly, itself or through its Affiliates or any Third Party, from distributing, importing, selling or having sold any Product in the Licensed Territory as part of or in connection with a named patient supply program in effect as of the Effective Date or a named patient supply program implemented after the Effective Date and approved by Mundipharma; provided that, on a country-by-country basis in the Licensed Territory, (i) AMAG Allos shall not, and will ensure that its Affiliates and sublicensees will not, engage discontinue any such named patient supply program in any advertising or promotional activities relating to the Product a country in the Field directed primarily to customers or other buyers or users Licensed Territory, in accordance with the terms of such named patient supply program agreement, upon obtaining the Product located first Drug Approval in such countries; and (ii) AMAG shall not, and will ensure that its Affiliates and sublicensees will not, solicit orders from any prospective purchaser located country unless continuation of such named patient supply program in such countriescountry is approved by Mundipharma. If AMAG receives any order from a prospective purchaser located In the event that Mundipharma approves continuation of such named patient supply program in a country in the Licensed Territory from which re-imports following Drug Approval in such country, and if Mundipharma later provides written notice to a country outside the Licensed Territory are unlikelyAllos requesting discontinuation of such named patient supply program in such country, AMAG Allos shall immediately refer that order to Takeda. AMAG shall not accept any thereafter discontinue such orders. AMAG may not deliver or tender (or cause to be delivered or tendered) any Product named patient supply program in the Field into a such country in the Licensed Territory from which re-imports into a country outside the Licensed Territory are unlikely. AMAG shall not, and will ensure that its Affiliates and sublicensees will not, restrict or impede in any manner Takeda’s exercise of its rights granted under this Agreement in the Licensed Territory, provided that any such exercise of rights by Takeda shall comply accordance with the terms of this Agreementsuch named patient supply program agreement. Notwithstanding the foregoing, Mundipharma may elect, at any time during the Term, to take over the existing named patient supply program, on such terms as may be mutually agreed by the Parties and the existing named patient supply program distributor.