Common use of Diversion of Product and Technology Clause in Contracts

Diversion of Product and Technology. Licensee covenants and agrees that Licensee and its Affiliates shall not, and shall require its Distributors and Third party Resellers not to: (i) divert or allow the diversion of API outside of India, China or South Africa, or to third parties that do not constitute Licensed Product Suppliers, (ii) divert or allow the diversion of TDF Product, TDF Combination Product, TAF Product or TAF Combination Product outside the TDF- TAF Territory, (iii) divert or allow the diversion of COBI Product or COBI Combination Product outside the COBI Territory, (iv) divert or allow the diversion of EVG Product, EVG Combination Product or Quad Product outside the EVG-Quad Territory, (v) divert or allow the diversion of BIC Product or BIC Combination Product outside the BIC Territory, (vi) divert or allow the diversion of Licensed Technology to any third party, except as expressly permitted under this Agreement, (vii) take any action that Gilead determines in good faith to be in furtherance of the activities described in clauses (i) – (vi), or (viii) assist or support, directly or indirectly, any third party in the conduct of the activities described in clauses (i) - (vii). The parties agree that it shall not be a breach of Section 3.1 or this Section 7.2 for Licensee or its Affiliate to file marketing approval applications for any Product in a country outside of the Territory as required by applicable regulatory authorities in such country for the commercialization of such Product in such country, or for Licensee or its Affiliate to provide developmental quantities of API or Product in support of its own marketing approval applications or a third party’s application for marketing approval, in each case, as required by applicable regulatory authorities in such country, it being understood that this provision shall not be construed as expressly or implicitly granting Licensee any right or license under any Gilead intellectual property rights beyond the licenses granted in Section 2 of this Agreement or otherwise providing any authorization by Gilead to do so, and does not constitute a waiver of any rights of Gilead under law that it may have to contest the filing or granting of such marketing approval applications.”

Diversion of Product and Technology. ‌ (a) Licensee covenants and agrees that Licensee and its Affiliates shall not, and shall require its Distributors permitted subcontractors and Third party Party Resellers or direct Customers not toto directly or indirectly: (i) sell, re-sell, consign, seek to sell, promote or advertise for sale, export, ship, transport, or seek, solicit or distribute to any third party or divert or allow the diversion of API outside of India, China or South Africa, or Lenacapavir to third parties that do not constitute Licensed Product Suppliersin a manner inconsistent with this Agreement, (ii) divert remove, or allow the diversion removal of TDF Product, TDF Combination Product, TAF Product or TAF Combination Product Products outside of the TDF- TAF Territory, (iii) divert or allow the diversion of COBI Product or COBI Combination Product outside the COBI Territory, (iv) divert or allow the diversion of EVG Product, EVG Combination Product or Quad Product outside the EVG-Quad Territory, (v) divert or allow the diversion of BIC Product or BIC Combination Product outside the BIC Territory, (vi) divert or allow the diversion of Licensed Technology to any third party, except as expressly permitted under this Agreement, (viiiv) take any action that Gilead determines in good faith to be in furtherance of the activities described in clauses (iSections 7.2(a)(i) – (viiii), or (viiiv) assist or support, directly or indirectly, any third party in the conduct of the activities described in clauses (iSections 7.2(a)(i) - (viiiv). The parties Parties agree that it shall not be a breach of Section 3.1 or this Section 7.2 for Licensee or its Affiliate to file marketing approval applications for any Product in a country outside of the Territory as required by applicable regulatory authorities in such country for the commercialization of such Product in such countryTerritory, or for Licensee or its Affiliate to provide developmental quantities of API Lenacapavir or Product in support of its own such marketing approval applications or a third party’s application for marketing approval, in each case, as required by applicable regulatory authorities in such country, it being understood that this provision shall not be construed as expressly or implicitly granting Licensee any right or license under any Gilead intellectual property rights right beyond the licenses granted in Section Article 2 of this Agreement or otherwise providing any authorization by Gilead to do so, and does not constitute a waiver of any rights of Gilead under law that it may have to contest the filing or granting of such marketing approval applicationsapplications.‌ (b) In furtherance to Section 6.1(a), Licensee will promptly report to Gilead any knowledge or information Licensee or its Affiliates may have concerning (i) any suspected Counterfeit Product or Diverted Product or (ii) any unsolicited offers to Licensee of the Product. Licensee will report to Gilead any incidents of confirmed Counterfeit Product or Diverted Product within 24-hours. Licensee will cooperate with and assist Gilead in investigating incidents of suspected or confirmed Counterfeit Product or Diverted Product pursuant to Section 6.1(a), including efforts to prevent unauthorized exports and resale of Product outside Licensee’s authorized supply chain and outside the applicable country in the Territory and providing Gilead with any applicable Customer information reasonably requested by Gilead.”

Diversion of Product and Technology. Licensee covenants and agrees that Licensee and its Affiliates shall not, and shall require its Distributors and Third party Resellers not to: (i) divert or allow the diversion of API outside of India, China or South Africa, or to third parties that do not constitute Licensed Product Suppliers, (ii) divert or allow the diversion of TDF Product, TDF Combination Product, TAF Product or TAF Combination Product outside the TDF- TDF-TAF Territory, (iii) divert or allow the diversion of COBI Product or COBI Combination Product outside the COBI Territory, (iv) divert or allow the diversion of EVG Product, EVG Combination Product or Quad Product outside the EVG-Quad Territory, (v) divert or allow the diversion of BIC Product or BIC Combination Product outside the BIC Territory, (vi) divert or allow the diversion of Licensed Technology to any third party, except as expressly permitted under this Agreement, (vii) take any action that Gilead determines in good faith to be in furtherance of the activities described in clauses (i) – - (vi), or (viii) assist or support, directly or indirectly, any third party in the conduct of the activities described in clauses (i) - (vii). The parties agree that it shall not be a breach of Section 3.1 or this Section 7.2 for Licensee or its Affiliate to file marketing approval applications for any Product in a country outside of the Territory as required by applicable regulatory authorities in such country for the commercialization of such Product in such country, or for Licensee or its Affiliate to provide developmental quantities of API or Product in support of its own marketing approval applications or a third party’s application for marketing approval, in each case, as required by applicable regulatory authorities in such country, it being understood that this provision shall not be construed as expressly or implicitly granting Licensee any right or license under any Gilead intellectual property rights beyond the licenses granted in Section 2 of this Agreement or otherwise providing any authorization by Gilead to do so, and does not constitute a waiver of any rights of Gilead under law that it may have to contest the filing or granting of such marketing approval applications.”

Diversion of Product and Technology. (a) Licensee covenants and agrees that Licensee and its Affiliates shall not, and shall require its Distributors and Third party Party Resellers not to: (i) divert or allow the diversion of API outside of India, China China, or South Africa, or to third parties that do not constitute Licensed Product Suppliers, (ii) divert or allow the diversion of TDF Product, TDF Combination Product, TAF Product or TAF Combination Product Product, outside the TDF- TAF Territory, (iii) divert or allow the diversion of COBI Product or COBI Combination Product outside the COBI Territory, (ivv) divert or allow the diversion of EVG Product, EVG Combination Product or TAF Quad Product outside the EVG-TAF Quad Territory, (vvi) divert or allow the diversion of BIC Product or BIC Combination Product Product, outside the BIC Territory, (vivii) divert or allow the diversion of Licensed Technology to any third party, except as expressly permitted under this Agreement, (viiviii) take any action that Gilead determines in good faith to be in furtherance of the activities described in clauses (i) – (vivii), or (viiiix) assist or support, directly or indirectly, any third party in the conduct of the activities described in clauses (i) - (viiviii). The parties agree that it shall not be a breach of Section 3.1 or this Section 7.2 for Licensee or its Affiliate to file marketing approval applications for any Product in a country outside of the Territory as required by applicable regulatory authorities in such country for the commercialization of such Product in such countryTerritory, or for Licensee or its Affiliate to provide developmental quantities of API or Product in support of its own such marketing approval applications or a third party’s application for marketing approval, in each case, as required by applicable regulatory authorities in such country, it being understood that this provision shall not be construed as expressly or implicitly granting Licensee any right or license under any Gilead intellectual property rights right beyond the licenses granted in Section 2 of this Agreement or otherwise providing any authorization by Gilead to do so, and does not constitute a waiver of any rights of Gilead under law that it may have to contest the filing or granting of such marketing approval applications.”

Diversion of Product and Technology. (a) Licensee covenants and agrees that Licensee and its Affiliates shall not, and shall require its Distributors and Third party Party Resellers not to: (i) divert or allow the diversion of API outside of India, China China, or South Africa, or to third parties that do not constitute Licensed Product Suppliers, (ii) divert or allow the diversion of TDF Product, TDF Combination Product, TAF Product or TAF Combination Product Product, outside the TDF- TAF Territory, (iii) divert or allow the diversion of COBI Product or COBI Combination Product outside the COBI Territory, (ivv) divert or allow the diversion of EVG Product, EVG Combination Product or TAF Quad Product outside the EVG-TAF Quad Territory, (vvi) divert or allow the diversion of BIC Product or BIC Combination Product Product, outside the BIC Territory, (vivii) divert or allow the diversion of Licensed Technology to any third party, except as expressly permitted under this Agreement, (viiviii) take any action that Gilead determines in good faith to be in furtherance of the activities described in clauses (i) – - (vivii), or (viiiix) assist or support, directly or indirectly, any third party in the conduct of the activities described in clauses (i) - (viiviii). The parties agree that it shall not be a breach of Section 3.1 or this Section 7.2 for Licensee or its Affiliate to file marketing approval applications for any Product in a country outside of the Territory as required by applicable regulatory authorities in such country for the commercialization of such Product in such countryTerritory, or for Licensee or its Affiliate to provide developmental quantities of API or Product in support of its own such marketing approval applications or a third party’s application for marketing approval, in each case, as required by applicable regulatory authorities in such country, it being understood that this provision shall not be construed as expressly or implicitly granting Licensee any right or license under any Gilead intellectual property rights right beyond the licenses granted in Section 2 of this Agreement or otherwise providing any authorization by Gilead to do so, and does not constitute a waiver of any rights of Gilead under law that it may have to contest the filing or granting of such marketing approval applications.”

Diversion of Product and Technology. (a) Licensee covenants and agrees that Licensee and its Affiliates shall not, and shall require its Distributors permitted subcontractors and Third party Party Resellers or direct Customers not to: (i) divert or allow the diversion of API outside of India, China or South Africa, or RDV to third parties that do not constitute Licensed Product Suppliersin a manner inconsistent with this Agreement, (ii) divert or allow the diversion of TDF Product, TDF Combination Product, TAF Product or TAF Combination Product outside the TDF- TAF Territory, (iii) divert or allow the diversion of COBI Product or COBI Combination Product outside the COBI Territory, (iv) divert or allow the diversion of EVG Product, EVG Combination Product or Quad Product outside the EVG-Quad Territory, (v) divert or allow the diversion of BIC Product or BIC Combination Product outside the BIC Territory, (vi) divert or allow the diversion of Licensed Technology to any third party, except as expressly permitted under this Agreement, (viiiv) take any action that Gilead determines in good faith to be in furtherance of the activities described in clauses (i) – (viiii), or (viiiv) assist or support, directly or indirectly, any third party in the conduct of the activities described in clauses (i) - (viiiv). The parties Parties agree that it shall not be a breach of Section 3.1 or this Section 7.2 for Licensee or its Affiliate to file marketing approval applications for any Product in a country outside of the Territory as required by applicable regulatory authorities in such country for the commercialization of such Product in such countryTerritory, or for Licensee or its Affiliate to provide developmental quantities of API RDV or Product in support of its own such marketing approval applications or a third party’s application for marketing approval, in each case, as required by applicable regulatory authorities in such country, it being understood that this provision shall not be construed as expressly or implicitly granting Licensee any right or license under any Gilead intellectual property rights right beyond the licenses granted in Section Article 2 of this Agreement or otherwise providing any authorization by Gilead to do so, and does not constitute a waiver of any rights of Gilead under law that it may have to contest the filing or granting of such marketing approval applications.”