Common use of Diversion Clause in Contracts

Diversion. (a) Jazz covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that its sublicensees do not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory and to promote and market Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 8.4. Jazz shall not engage, nor permit its Affiliates or sublicensees to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction outside the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the Territory. If Jazz or its Affiliate or sublicensee receives any order for Licensed Products for use from a prospective purchaser located in a country or jurisdiction outside the Territory, Jazz shall promptly refer that order to Zymeworks (for further referral to the Ex-Territory Partner) and shall not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates or sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product for use in the Territory.

Diversion. (a) Jazz Subject to Applicable Law, each Party covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that its sublicensees Affiliates, Third Party Licensees (with respect to Eidos) and Sublicensees (with respect to Alexion) do not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s Applicable Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner each Party shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory Applicable Territory and to promote and market market, for their Applicable Territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 8.46.6. Jazz Neither Party shall not engage, nor or shall permit its Affiliates Affiliates, Third Party Licensees (with respect to Eidos) or sublicensees Sublicensees (with respect to Alexion) to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country country, jurisdiction or jurisdiction outside region in the other Party’s Applicable Territory, or solicit orders from any prospective purchaser located that such Party has reason to believe intends to distribute such Licensed Product in any country country, jurisdiction or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction region in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s Applicable Territory. If Jazz a Party or any of its Affiliate Affiliates, Third Party Licensees (with respect to Eidos) or sublicensee Sublicensees (with respect to Alexion) receives any order for Licensed Products for use from a prospective purchaser located that intends to distribute such Licensed Product in a country country, jurisdiction or jurisdiction outside region in the other Party’s Applicable Territory, Jazz then such Party shall promptly promptly, but in any event within [***], refer that order to Zymeworks (for further referral to the Ex-Territory Partner) such other Party and shall not accept any such orders. Zymeworks Except as otherwise provided herein, neither Party shall, or shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Eidos) or sublicensees Sublicensees (with respect to Alexion) to, deliver or tender (or cause or knowingly permit to be delivered or tendered) any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product for use in the other Party’s Applicable Territory.

Diversion. (a) Jazz Daewoong hereby covenants and agrees that it and its Affiliates shall will not, and shall use reasonable efforts to will ensure that its sublicensees do Affiliates, Sublicensees and subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any Party, address or Internet Protocol (“IP”) address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the Retained Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts . As to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses such countries in the other Party’s territory and to promote and market Licensed Products to Third Party attendees at Retained Territory: (i) Daewoong shall refrain from establishing or maintaining any branch, warehouse or distribution facility for the Product in such conferences and meetings, subject to this Section 8.4. Jazz countries; (ii) Daewoong shall not engage, nor permit its Affiliates or sublicensees to engage, engage in any advertising or promotional activities relating to any Licensed the Products for use directed primarily to customers or other buyers or users of Licensed the Products located in any country or jurisdiction outside the Territory, or such countries; and (iii) Daewoong shall not solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the Territorysuch countries. If Jazz or its Affiliate or sublicensee Daewoong receives any order for Licensed Products for use from a prospective purchaser located in a country or jurisdiction outside in the Retained Territory, Jazz Daewoong shall promptly immediately refer that order to Zymeworks (for further referral to the Ex-Territory Partner) and Ampio. Daewoong shall not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and Daewoong may not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates or sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use outside of the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender . (or cause to be delivered or tenderedb) If any Licensed Product of Daewoong’s Products is diverted for use in the Retained Territory, the following shall apply: (i) if such Product were diverted by an identifiable customer, distributor, employee, consultant or agent of Daewoong then, upon the request of Ampio, Daewoong shall not sell such category of Product to, or allow the sale of such category of Product by, any such customer, distributor, employee, consultant or agent for the remaining Term and shall use commercially reasonable efforts to buy back all such Product from such customer, distributor, employee, consultant or agent within seven (7) business days of receiving such request from Ampio; or (ii) Daewoong shall use commercially reasonable efforts to investigate the location of such diverted Product and buy it back; but, if and to the extent that, Daewoong elects not to, or is unable to, buy back the applicable diverted Product, then Ampio may, in its sole discretion, buy back the applicable diverted Product and Daewoong shall reimburse Ampio for all reasonable costs incurred by Ampio in connection with the buy-back of any such diverted Product.

Diversion. (a) Jazz Subject to Applicable Law, each Party covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that its sublicensees Affiliates, Third Party Licensees (with respect to Arbutus) and Sublicensees (with respect to Qilu) do not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s Applicable Territory; provided provided, that Zymeworks and its Affiliates and the Ex-Territory Partner each Party shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory Applicable Territory and to promote and market market, for their Applicable Territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 8.46.5. Jazz Neither Party shall not engage, nor or shall permit its Affiliates Affiliates, Third Party Licensees (with respect to Arbutus) or sublicensees Sublicensees (with respect to Qilu) to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country country, jurisdiction or jurisdiction outside region in the other Party’s Applicable Territory, or solicit orders from any prospective purchaser located that such Party has reason to believe intends to distribute such Licensed Product in any country country, jurisdiction or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction region in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s Applicable Territory. If Jazz a Party or any of its Affiliate Affiliates, Third Party Licensees (with respect to Arbutus) or sublicensee Sublicensees (with respect to Qilu) receives any order for Licensed Products for use from a prospective purchaser located that intends to distribute such Licensed Product in a country country, jurisdiction or jurisdiction outside region in the other Party’s Applicable Territory, Jazz then such Party shall promptly promptly, but in any event within [***], CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL refer that order to Zymeworks (for further referral to the Ex-Territory Partner) such other Party and shall not accept any such orders. Zymeworks Except as otherwise provided herein, neither Party shall, or shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Arbutus) or sublicensees Sublicensees (with respect to Qilu) to, deliver or tender (or cause or knowingly permit to be delivered or tendered) any Licensed Products for use in the other Party’s Applicable Territory. Notwithstanding the foregoing, this Section 6.5 is not intended to limit, and shall not limit, Arbutus’ retained rights as set forth in Section 2.1, including Arbutus’ right to Exploit Licensed Products in the Territory outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product for use in the TerritoryField.

Diversion. (a) Jazz Ahon hereby covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that its Affiliates, contract manufacturers and sublicensees do shall not, either directly or indirectly, promote, market, distribute, import, export, sell or have sold any Licensed Products, including via the Internet or mail order, (i) to any Third Party or to any address or Internet Protocol address or the like outside the Territory for any use, or (ii) to any Third Party anywhere in the world for any use outside the Field (whether commercial, Development or otherwise). Ahon shall not engage, or permit its Affiliates, contract manufacturers and sublicensees to engage, in any advertising or promotional activities relating to any Licensed Products directed primarily to customers or other buyers or users outside the Territory or for any use outside the Field, or solicit or accept orders from any prospective purchaser outside the Territory or for any use outside the Field. If Ahon or its Affiliates, contract manufacturers or sublicensees receive any order for the Licensed Products from a prospective purchaser outside the Territory or for any use outside the Field, Ahon shall immediately refer that order to DiaMedica and shall not accept any such orders. Ahon shall not, and shall not permit its Affiliates, contract manufacturers and sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products outside the Territory or for any use outside the Field. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (b) Zymeworks DiaMedica hereby covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does its Affiliates, contract manufacturers and sublicensees shall not, either directly or indirectly, promote, market, distribute, import, export, sell of or have sold any Licensed Products Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or for use in the like Field in the Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory and to promote and market Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 8.4. Jazz DiaMedica shall not engage, nor or permit its Affiliates or Affiliates, contract manufacturers and sublicensees to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction outside the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction Field in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction the Field in the Territory. If Jazz DiaMedica or its Affiliate Affiliates or sublicensee receives contract manufacturers or sublicensees receive any order for the Licensed Products for use from a prospective purchaser located in a country or jurisdiction outside the Field the Territory, Jazz DiaMedica shall promptly immediately refer that order to Zymeworks (for further referral to the Ex-Territory Partner) Ahon and shall not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz DiaMedica shall not, nor and shall not permit its Affiliates or Affiliates, contract manufacturers and sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use outside in the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product for use Field in the Territory.

Diversion. (a) Jazz Daewoong hereby covenants and agrees that it and its Affiliates shall will not, and shall use reasonable efforts to will ensure that its sublicensees do Affiliates, Sublicensees and subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any Party, address or Internet Protocol (“IP”) address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the Retained Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts . As to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses such countries in the other Party’s territory and to promote and market Licensed Products to Third Party attendees at Retained Territory: (i) Daewoong shall refrain from establishing or maintaining any branch, warehouse or distribution facility for the Product in such conferences and meetings, subject to this Section 8.4. Jazz countries; (ii) Daewoong shall not engage, nor permit its Affiliates or sublicensees to engage, engage in any advertising or promotional activities relating to any Licensed the Products for use directed primarily to customers or other buyers or users of Licensed the Products located in any country or jurisdiction outside the Territory, or such countries; and (iii) Daewoong shall not solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the Territorysuch countries. If Jazz or its Affiliate or sublicensee Daewoong receives any order for Licensed Products for use from a prospective purchaser located in a country or jurisdiction outside in the Retained Territory, Jazz Daewoong shall promptly immediately refer that order to Zymeworks (for further referral to the Ex-Territory Partner) and Ampio. Daewoong shall not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and Daewoong may not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates or sublicensees to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use outside of the Territory. License, Development and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender Commercialization Agreement between Ampio and Daewoong (or cause to be delivered or tenderedb) If any Licensed Product of Daewoong’s Products is diverted for use in the Retained Territory, the following shall apply: (i) if such Product were diverted by an identifiable customer, distributor, employee, consultant or agent of Daewoong then, upon the request of Ampio, Daewoong shall not sell such category of Product to, or allow the sale of such category of Product by, any such customer, distributor, employee, consultant or agent for the remaining Term and shall use commercially reasonable efforts to buy back all such Product from such customer, distributor, employee, consultant or agent within seven (7) business days of receiving such request from Ampio; or (ii) Daewoong shall use commercially reasonable efforts to investigate the location of such diverted Product and buy it back; but, if and to the extent that, Daewoong elects not to, or is unable to, buy back the applicable diverted Product, then Ampio may, in its sole discretion, buy back the applicable diverted Product and Daewoong shall reimburse Ampio for all reasonable costs incurred by Ampio in connection with the buy-back of any such diverted Product.

Diversion. (a) Jazz covenants and Each Party agrees that it and its Affiliates shall will not, and shall use reasonable efforts to will ensure that its sublicensees do Affiliates and licensees and subcontractors (or Sublicensees and Subcontractors, as applicable) will not, either directly or indirectly, promote, market, distribute, import, sell sell, or have sold any Licensed Products, including via the Internet or mail order, Products to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall notof such Party’s respective territory, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third . Neither Party or to any address or Internet Protocol address or the like in the Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory and to promote and market Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 8.4. Jazz shall not will engage, nor and each Party will not permit its Affiliates or sublicensees Sublicensees to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of the Licensed Products located in any country or jurisdiction outside the Territoryof such Party’s respective territory, or solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territoryof such Party’s respective territory. Zymeworks shall not engage, nor permit If either Party or its respective Affiliates or Ex-Territory Partner to engagelicensees (or Sublicensees, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the Territory. If Jazz or its Affiliate or sublicensee as applicable) receives any order for any Licensed Products for use from a prospective purchaser located in a country or jurisdiction outside the Territoryof such Party’s respective territory, Jazz shall promptly then such Party will immediately refer that order to Zymeworks (for further referral to the Ex-Territory Partner) other Party and shall will not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory Neither Party will, and not accept any such order. In such case, Zymeworks neither Party will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates Affiliates, licensees (or sublicensees Sublicensees, as applicable), or subcontractors (or Subcontractors, as applicable) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use outside of such Party’s respective territory, except in accordance with a Global Development Plan or Territory-Specific Development Plan, or except in connection with a Manufacturing Technology Transfer pursuant to Section 4.2 (Manufacturing Technology Transfer) and Article 7 (Manufacturing). For purposes of this Section 9.7 (Diversion), (a) Zai’s territory will be the Territory, Territory and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to b) Blueprint’s territory will be delivered or tendered) any Licensed Product worldwide except for use in the Territory.

Diversion. (a) Jazz covenants and ALJ agrees that it and its Affiliates shall will not, and shall use reasonable efforts to will ensure that its sublicensees do Affiliates, Sublicensees, and Subcontractors will not, either directly or indirectly, promote, market, distribute, importexport, sell have exported, sell, or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in any country or jurisdiction outside the Territory; provided that Zymeworks and its Affiliates and , or any country or jurisdiction inside the Ex-Territory Partner shall for which all Regulatory Approvals required to Commercialize such Product have not been received, in each case, including via the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates Internet or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory and to promote and market Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 8.4mail order. Jazz shall ALJ will not engage, nor permit its Affiliates Affiliates, Sublicensees, or sublicensees Subcontractors to (a) engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed the Products located in any country or jurisdiction outside the TerritoryTerritory or located in any country or jurisdiction inside the Territory for which all Regulatory Approvals required to Commercialize such Product have not been received, or (b) solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates Territory or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction in inside the TerritoryTerritory for which all Regulatory Approvals required to Commercialize such Product have not been received. If ALJ or its Affiliates, Sublicensees, or solicit orders from any prospective purchaser located in any country or jurisdiction in the Territory. If Jazz or its Affiliate or sublicensee receives Subcontractors receive any order for Licensed any Products for use from a prospective purchaser located in a country or jurisdiction outside the TerritoryTerritory or any country or jurisdiction inside the Territory for which all Regulatory Approvals required to Commercialize such Product have not been received, Jazz shall promptly then ALJ will immediately refer that order to Zymeworks (for further referral to the Ex-Territory Partner) Evelo and shall will not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks ALJ will promptly refer such order to Jazz. Jazz shall not, nor and will not permit its Affiliates Affiliates, Sublicensees, or sublicensees Subcontractors to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product Third Parties for use in the Territorysuch country or territory.

Diversion. (a) Jazz Subject to Applicable Law, each Party covenants and agrees that it and its Affiliates shall not, and shall use commercially reasonable efforts to ensure that its sublicensees Third Party Licensees (with respect to EyePoint) and Sublicensees (with respect to Alimera) and Subcontractors do not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed ProductsYUTIQ, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s Applicable Territory; provided provided, that Zymeworks and its Affiliates and the Ex-Territory Partner each Party shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory Applicable Territory and to promote and market Licensed Products market, for their Applicable Territory, YUTIQ to Third Party attendees at such conferences and meetings, subject to this Section 8.45.6. Jazz Neither Party shall not engage, nor or shall permit its Affiliates Affiliates, Third Party Licensees (with respect to EyePoint), Sublicensees (with respect to Alimera) or sublicensees Subcontractors to engage, in any advertising or promotional activities relating to any Licensed Products YUTIQ for use directed primarily to customers or other buyers or users of Licensed Products YUTIQ located in any country or jurisdiction outside the other Party’s Applicable Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner that such Party has reason to engage, in any advertising or promotional activities relating believe intends to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction distribute YUTIQ in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s Applicable Territory. If Jazz a Party or any of its Affiliate Affiliates, Third Party Licensees (with respect to EyePoint), Sublicensees (with respect to Alimera) or sublicensee Subcontractors receives any order for Licensed Products YUTIQ for use from a prospective purchaser located that intends to distribute YUTIQ in a country or jurisdiction outside the other Party’s Applicable Territory, Jazz then such Party shall promptly [***], but in any event within [***] of receipt, refer that order to Zymeworks (for further referral to the Ex-Territory Partner) such other Party and shall not accept any such orders. Zymeworks Except as otherwise provided herein, neither Party or its Affiliates shall, and neither Party shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor knowingly permit its Affiliates Third Party Licensees (with respect to EyePoint), Sublicensees (with respect to Alimera) or sublicensees Subcontractors to, deliver or tender (or cause or knowingly permit to be delivered or tendered) any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product YUTIQ for use in the other Party’s Applicable Territory. Notwithstanding the foregoing, this Section 5.6 is not intended to limit, and shall not limit, EyePoint’s retained rights as set forth in Section 2.2.

Diversion. (a) Jazz Subject to Applicable Law, each Party covenants and agrees that it and its Affiliates shall will not, and shall use reasonable efforts to will ensure that its sublicensees Affiliates, Third Party Licensees (with respect to TSVT) and Sublicensees (with respect to JW) do not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Products, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s Territory; provided provided, that Zymeworks and its Affiliates and the Ex-Territory Partner shall each Party will have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory Territory and to promote and market Licensed market, for their Territory, Products to Third Party attendees at such conferences and meetings, subject to this Section 8.46.4. Jazz shall not Neither Party will engage, nor or will permit its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) or sublicensees Sublicensees (with respect to JW) to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country country, jurisdiction or jurisdiction outside region in the other Party’s Territory, or solicit orders from any prospective purchaser located that such Party has reason to believe intends to distribute such Product in any country country, jurisdiction or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction region in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s Territory. If Jazz a Party or any of its Affiliate Affiliates, Third Party Licensees (with respect to TSVT) or sublicensee Sublicensees (with respect to JW) receives any order for Licensed Products for use from a prospective purchaser located that intends to distribute such Product in a country country, jurisdiction or jurisdiction outside region in the other Party’s Territory, Jazz shall promptly then such Party will promptly, but in any event within thirty (30) days of receipt, refer that order to Zymeworks (for further referral to the Ex-Territory Partner) such other Party and shall will not accept any such orders. Zymeworks shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such caseExcept as otherwise provided herein, Zymeworks will promptly refer such order to Jazz. Jazz shall notneither Party will, nor will permit its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) or sublicensees Sublicensees (with respect to JW) to, deliver or tender (or cause or knowingly permit to be delivered or tendered) any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product for use in the other Party’s Territory. Notwithstanding the foregoing, this Section 6.4 is not intended to limit, and will not limit, TSVT’s retained rights as set forth in Section 8.5, including TSVT’s right to Exploit Products in the JW Territory outside the Field.

Diversion. (a) Jazz Given the territory-limited nature of each Party’s licenses to Commercialize the RC48 Licensed Product and Opt-In Products, each Party recognizes the importance of avoiding sales of such product outside of its respective Territory. Further, each Party covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure require that its Affiliates and sublicensees do shall not, either directly or indirectly, promote, market, distribute, import, sell or have sold the RC48 Licensed Product or any Licensed ProductsOpt-In Product, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall for use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the Territory; provided that Zymeworks and its Affiliates and the Ex-Territory Partner shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory and to promote and market Licensed Products to Third Territory. Neither Party attendees at such conferences and meetings, subject to this Section 8.4. Jazz shall not engage, nor permit its Affiliates or sublicensees to engage, in any advertising or promotional activities relating to any RC48 Licensed Products for use Product or Opt-In Product directed primarily to customers or other buyers or users of the RC48 Licensed Products located Product or any Opt-In Product in any country or jurisdiction outside the other Party’s Territory, or knowingly solicit orders [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. from any prospective purchaser located in of the RC48 Licensed Product or any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or ExOpt-Territory Partner to engage, in any advertising or promotional activities relating to any Licensed Products In Product for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the Territoryother Party’s territory. If Jazz a Party or its Affiliate or sublicensee receives any order for the RC48 Licensed Products for use Product or an Opt-In Product from a prospective purchaser located for use in a country or jurisdiction outside the other Party’s Territory, Jazz such Party shall promptly immediately refer that order to Zymeworks (for further referral to the Ex-Territory Partner) such other Party and shall not accept any such orders. Zymeworks Neither Party shall, or shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor permit its Affiliates or sublicensees to, knowingly deliver or tender (or cause or allow to be delivered or tendered) the RC48 Licensed Product or any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or ExOpt-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed In Product for use in the other Party’s Territory. RemeGen covenants and agrees that it shall not, and shall require that its Affiliates and sublicensees shall not, directly or indirectly engage in any activities related to the Commercialization of any New Licensed Product that is not an Opt-In Product anywhere in the world.

Diversion. (a) Jazz Subject to Applicable Law, each Party covenants and agrees that it and its Affiliates shall not, and shall use commercially reasonable efforts to ensure that its sublicensees Third Party Licensees (with respect to EyePoint) and Sublicensees (with respect to Alimera) and Subcontractors do not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed ProductsYUTIQ, including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like outside the Territory and (b) Zymeworks covenants and agrees that it and its Affiliates shall not, and shall use reasonable efforts to ensure that the Ex-Territory Partner does not, either directly or indirectly, promote, market, distribute, import, sell of have sold any Licensed Products including via the Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s Applicable Territory; provided provided, that Zymeworks and its Affiliates and the Ex-Territory Partner each Party shall have the right (and, upon Jazz’s request, Zymeworks shall use reasonable efforts to obtain the right for Jazz, its Affiliates or sublicensees) to attend conferences and meetings of congresses in the other Party’s territory Applicable Territory and to promote and market Licensed Products market, for their Applicable Territory, YUTIQ to Third Party attendees at such conferences and meetings, subject to this Section 8.45.6. Jazz Neither Party shall not engage, nor or shall permit its Affiliates Affiliates, Third Party Licensees (with respect to EyePoint), Sublicensees (with respect to 31 Alimera) or sublicensees Subcontractors to engage, in any advertising or promotional activities relating to any Licensed Products YUTIQ for use directed primarily to customers or other buyers or users of Licensed Products YUTIQ located in any country or jurisdiction outside the other Party’s Applicable Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction outside the Territory. Zymeworks shall not engage, nor permit its Affiliates or Ex-Territory Partner that such Party has reason to engage, in any advertising or promotional activities relating believe intends to any Licensed Products for use directed primarily to customers or other buyers or users of Licensed Products located in any country or jurisdiction distribute YUTIQ in the Territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s Applicable Territory. If Jazz a Party or any of its Affiliate Affiliates, Third Party Licensees (with respect to EyePoint), Sublicensees (with respect to Alimera) or sublicensee Subcontractors receives any order for Licensed Products YUTIQ for use from a prospective purchaser located that intends to distribute YUTIQ in a country or jurisdiction outside the other Party’s Applicable Territory, Jazz then such Party shall promptly [***], but in any event within [***] of receipt, refer that order to Zymeworks (for further referral to the Ex-Territory Partner) such other Party and shall not accept any such orders. Zymeworks Except as otherwise provided herein, neither Party or its Affiliates shall, and neither Party shall use reasonable efforts to ensure that the Ex-Territory Partner refers to Zymeworks any orders received for Licensed Products for use from a prospective purchaser located in a country or jurisdiction in the Territory and not accept any such order. In such case, Zymeworks will promptly refer such order to Jazz. Jazz shall not, nor knowingly permit its Affiliates Third Party Licensees (with respect to EyePoint), Sublicensees (with respect to Alimera) or sublicensees Subcontractors to, deliver or tender (or cause or knowingly permit to be delivered or tendered) any Licensed Products for use outside the Territory, and Zymeworks shall not, nor permit its Affiliates or Ex-Territory Partner to, deliver or tender (or cause to be delivered or tendered) any Licensed Product YUTIQ for use in the other Party’s Applicable Territory. Notwithstanding the foregoing, this Section 5.6 is not intended to limit, and shall not limit, EyePoint’s retained rights as set forth in Section 2.2.