Cross Territory Sales. Except for FPUs manufactured pursuant to Section 5 below (Asia Simship Program), Publisher may not sell FPUs in a certain Sales Territory that were manufactured for a different Sales Territory. For example, if Publisher were to manufacture and pay royalties on FPUs designated for sale in the Asian Sales Territory, Publisher could not sell those FPUs in the European Sales Territory.
Cross Territory Sales. Neither Party shall Commercialize or authorize the Commercialization of any Product in the other Party’s Territory. Except as authorized under Sections 2.1 and 2.2, neither Party shall, itself or through other Persons, directly solicit, advertise, sell, distribute, ship, consign, or otherwise transfer any Product outside such Party’s Territory. Each Party shall use Commercially Reasonable Efforts to ensure that Products sold in its Territory are not used outside such Territory. Without limiting the generality of the foregoing, neither Party shall sell any Product to a purchaser if such Party knows, or has reason to believe, that such purchaser intends to remove such Product from such Party’s Territory or otherwise intends to facilitate the use of such Product outside such Party’s Territory. Each Party shall use Commercially Reasonable Efforts to ensure that its Affiliates, sublicensees, distributors, and wholesalers comply with all of the foregoing obligations.
Cross Territory Sales. 3.10.1 Each Party shall use Commercially Reasonable Efforts (consistent with any applicable Law) to obligate its sublicensees, distributors or wholesalers to not deliver or cause to be delivered Product outside such Party’s Territory and to not sell any Product to a purchaser if in either case such sublicensees, distributors or wholesalers know, or have reason to believe, that such purchaser intends to remove such Product from such Party’s Territory for the purpose of sales or use by patients of Product in the other Party’s Territory.
3.10.2 If either Party becomes aware that (i) a Product distributed and sold by a Party (the “Distributing Party”), its Affiliates, sublicensees, distributors or wholesalers is imported, distributed or sold in or to a country in the other Party’s Territory (“Cross-Territory Sales”), and (ii) such Cross-Territory Sales (calculated by reference to the other Party’s relevant average selling price(s), adjusted for different dosages) in such country in any calendar year reach or exceed [**] percent ([**]%) of the aggregate Net Sales (with such net sales by Akcea, its Affiliates or licensees determined in the same manner as Net Sales hereunder, mutatis mutandis) of the applicable Product in such country during the same period, then such Distributing Party shall promptly notify the other Party (the “Cross-Territory Sales Notice”).
3.10.3 Within [**] after receipt or delivery, as the case may be, of such Cross-Territory Sales Notice, the Distributing Party shall prepare and submit to the other Party a written plan providing in reasonable detail the commercially reasonable steps and actions the Distributing Party, its Affiliates and its sublicensees, wholesalers and distributors shall take (consistent with any applicable Law) to prevent or limit the continued entry of Products into the other Party’s Territory from the Distributing Party’s Territory (the “Cross-Territory Sales Report”) and present such report to the JSC for review and comment. From and after the JSC’s adoption of such report, amended as the JSC may decide, the Distributing Party shall (a) use Commercially Reasonable Efforts (consistent with any applicable Laws) to implement the measures specified in such Cross-Territory Sales Report, (b) monitor and evaluate compliance with the requirements of the Cross-Territory Sales Report, and (c) assess, on a regular basis and in no event less often than [**], whether the conduct of the activities required by the Cross-Territory S...
Cross Territory Sales. Each Party shall use Commercially Reasonable Efforts (consistent with any Applicable Law) to obligate its sublicensees, distributors or wholesalers to not deliver or cause to be delivered Product outside each Party’s territory and to not sell any Product to a purchaser if in either case such sublicensees, distributors or wholesalers knows, or has reason to believe, that such purchaser intends to remove such Product from such Party’s territory for the purpose of sales or use by patients of the Product in the other Party’s territory.
Cross Territory Sales. The Company shall not, and shall not authorize any third party to, sell, distribute or otherwise commercialize the Product within the Territory. Except as authorized under this Agreement (including in connection with the Corporate Services), (i) Pernix shall not directly or indirectly solicit, sell, distribute, ship, consign, or otherwise transfer the Product outside of the Territory and (ii) the Company shall not directly or indirectly solicit, sell, distribute, ship, consign, or otherwise transfer the Product within the Territory.
Cross Territory Sales. (a) The Parties recognize that it is possible that Licensed Products originally sold by Partner (or its Affiliate, Sublicensee or distributor) in the Partner Territory may be imported and resold in the AVEO Territory or the KHK Territory. Partner shall take reasonable measures to prevent any such imports and/or sales, to the full extent permitted by law. Without limiting the foregoing, Partner shall, and shall cause its Affiliates, Sublicensees and distributors to, (a) label Licensed Products sold by it as being for sale in the Partner Territory (or a country thereof); and (b) refrain from selling Licensed Products to any entity that Partner or its Affiliate, Sublicensee or distributor has reason to believe will resell quantities of Licensed Product in the AVEO Territory or the KHK Territory.
(b) The Parties recognize that it is possible that Licensed Products originally sold by AVEO or KHK (or its Affiliate, Other Licensee or distributor) in the AVEO Territory or KHK Territory may be imported and resold in the Partner Territory. AVEO shall, and shall procure that KHK shall, take reasonable measures to prevent any such imports and/or sales, to the full extent permitted by law. Without limiting the foregoing, AVEO shall, and shall cause its Affiliates, Sublicensees and distributors and KHK to, (a) label Licensed Products sold by it as being for sale in the AVEO Territory or KHK Territory (or a country thereof); and (b) other than as may occur pursuant to the Ophthotech Agreement, refrain from selling Licensed Products to any entity that AVEO or KHK or its Affiliate, Other Licensee or distributor has reason to believe will resell quantities of Licensed Product in the Partner Territory.
Cross Territory Sales. To the extent not prohibited by any applicable law, each Party hereby undertakes as follows:
7.2.1 Avigen hereby undertakes that neither it nor its Affiliates, Sublicensees nor Distributors shall sell any quantities of Licensed Products to any person outside the Territory, nor to any person in the Territory, where Avigen knows or has reason to believe that the person to whom such quantities of Licensed Products are sold intends to resell significant quantities of them in any country outside the Territory.
7.2.2 SDI hereby undertakes that neither it nor its Affiliates nor Other Licensees shall sell any quantities of Licensed Products to any person inside the Territory other than Avigen or any person whom Avigen designates in writing. As regards sales to Other Licensees or any other person outside the Territory, SDI undertakes that it shall require those Other Licensees and persons to agree not to sell the Licensed Products into the Territory.
7.2.3 If, notwithstanding the foregoing Supply Terms Sections 7.2.1 and 7.2.2, any significant quantity of Licensed Products supplied to Avigen hereunder is exported from the Territory, or any significantly quantity of Licensed Product not supplied to Avigen (or its designee) under these Supply Terms is imported into the Territory, each Party shall be
Cross Territory Sales. Sanofi shall not directly solicit, advertise, sell, distribute, ship, consign, or otherwise Promote the Product outside the Sanofi Territory. Sanofi shall use Commercially Reasonable Efforts to ensure that Products sold in the Sanofi Territory are not used outside the Sanofi Territory. Without limiting the generality of the foregoing, Sanofi shall not sell any Product to a purchaser if Sanofi knows, or has reason to believe, that such purchaser intends to remove such Product from the Sanofi Territory or otherwise intends to facilitate the use of such Product outside the Sanofi Territory. Sanofi shall use Commercially Reasonable Efforts to ensure that its sublicensees, distributors, and wholesalers comply with all of the foregoing obligations.
Cross Territory Sales. The Parties recognize that it is possible that Licensed Products originally sold by Pharmstandard (or its Affiliate, Sublicensee or Distributor) in the Pharmstandard Territory may be imported and resold in the AVEO Territory. Pharmstandard shall take reasonable measures to prevent any such imports and/or sales, to the full extent permitted by Applicable Law. Without limiting the foregoing, Pharmstandard shall, and shall cause its Affiliates, Sublicensees and Distributors to, (a) label Licensed Products sold by it as being for sale in the Pharmstandard Territory (or a country thereof); and (b) refrain from selling Licensed Products to any entity that Pharmstandard or its Affiliate, Sublicensee or Distributor has reason to believe will resell quantities of Licensed Product in the AVEO Territory. Pharmstandard shall refer, and shall cause its Affiliates and Sublicensees to refer, to AVEO all orders or sales inquiries that it receives from any person with respect to Licensed Products outside of the Pharmstandard Territory.
Cross Territory Sales. Menarini shall Commercialize the Products only in the Menarini Territory. Menarini shall not directly or indirectly solicit, advertise, sell, distribute, ship, consign, or otherwise transfer the Products outside the Menarini Territory, unless Menarini knows that the Products in question are to be re-imported in the European Union by the purchaser. To the extent permitted by Applicable Law, Menarini shall use *** to ensure that Products sold in the Menarini Territory are not used outside the Menarini Territory. Menarini shall use *** to ensure that its sublicensees, distributors, and wholesalers comply with all of the foregoing obligations.
