Common use of Diversion Clause in Contracts

Diversion. Each Party covenants and agrees that it shall not, and shall ensure that its Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees (with respect to Licensee) shall 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 in the other Party’s territory; provided that each Party shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7. Neither Party shall engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) 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, jurisdiction or Region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country, jurisdiction or Region in the other Party’s territory. If a Party, its Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for Licensed Products for use from a prospective purchaser located in a country, jurisdiction or Region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *], refer that order to such other Party and shall not accept any such orders. Neither Party shall, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use in the other Party’s territory.

Diversion. Each Party covenants and agrees that it shall will not, and shall will ensure that its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates and Sublicensees (with respect to Licensee) shall and Subcontractors 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, Collaboration Products to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory; provided that , including via the Internet or mail order. Notwithstanding anything to the contrary set forth in this Agreement, each Party shall will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, Licensed market the Collaboration Products to Third Party attendees at such conferences and meetings, subject to this Section 6.79.6 (Diversion), and in coordination with Blueprint through the JPT, CStone will have the right to engage key opinion leaders from outside the Territory to participate in education, advisory, and other activities relating to Collaboration Products in the Territory. Neither Party shall will engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to any Licensed Collaboration Products for use directed primarily to customers or other buyers or users of Licensed the Collaboration Products located in any country, country or jurisdiction or Region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country, country or jurisdiction or Region in the other Party’s territory. If a Party, Party or its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) receive any order for Licensed any Collaboration Products for use from a prospective purchaser located in a country, country or jurisdiction or Region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *], will immediately refer that order to such other Party and shall will not accept any such orders. Neither Party shallwill, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Collaboration Products to Third Parties for use in the other Party’s territoryterritory except in accordance with a Global Development Plan or Territory-Specific Development Plan, or except in connection with a Manufacturing Technology Transfer pursuant to Article 7 (Manufacturing).

Diversion. Each Party covenants and agrees that it shall will not, and shall will ensure that its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates and Sublicensees (with respect to Licensee) shall and Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell sell, or have sold any the Licensed Products, including via the Internet or mail order, Product to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory; provided that , including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party shall will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, market the Licensed Products Product to Third Party attendees at such conferences and meetings, subject to this Section 6.79.6 (Diversion). Neither Party shall will engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to any the Licensed Products Product for use directed primarily to customers or other buyers or users of the Licensed Products Product located in any country, country or jurisdiction or Region in the other Party’s territory, territory or solicit orders from any prospective purchaser located in any country, country or jurisdiction or Region in the other Party’s territory. If a Party, Party or its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) receive any order for the Licensed Products for use Product from a prospective purchaser located in a country, country or jurisdiction or Region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *], will immediately refer that order to such other Party and shall will not accept any such orders. Neither Party shallwill, nor will either Party permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any the Licensed Products Product to Third Parties for use in the other Party’s territoryterritory except in accordance with a Global ​ ​ Development Plan or Territory Development Plan, or except in connection with a Manufacturing Technology Transfer pursuant to Article 7 (Manufacturing).

Diversion. Each Party covenants and agrees that it shall not, and shall use [***] efforts to ensure that its Affiliates, Third Party Licensees (with respect to VerastemG1) and Sublicensees and Subcontractors (with respect to Licensee) shall 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 in the other Party’s territory; provided that each Party shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7. Neither Party shall engage, nor contractually permit its Affiliates, Third Party Licensees (with respect to VerastemG1) or Sublicensees or Subcontractors (with respect to Licensee) 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, jurisdiction or Region Country in the other Party’s territory, or solicit orders from any prospective purchaser located in any country, jurisdiction or Region Country in the other Party’s territory. If a Party, its Affiliates, Third Party Licensees (with respect to VerastemG1) or Sublicensees or Subcontractors (with respect to Licensee) receive any order for Licensed Products for use from a prospective purchaser located in a country, jurisdiction or Region Country in the other Party’s territory, then such Party shall immediatelypromptly, but in any event within [* * *], **] refer that order to such other Party and shall not accept any such orders. Neither Party shall, nor contractually permit its Affiliates, Third Party Licensees (with respect to VerastemG1) or Sublicensees or Subcontractors (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use in the other Party’s territory.

Diversion. Each Party covenants and agrees that it shall not, and shall ensure that its Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees (with respect to Licensee) shall 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 in the other Party’s territory; provided that each Party shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7‎6.7. Neither Party shall engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) 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, jurisdiction or Region region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country, jurisdiction or Region region in the other Party’s territory. If a Party, its Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for Licensed Products for use from a prospective purchaser located in a country, jurisdiction or Region region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *]] hours, refer that order to such other Party and shall not accept any such orders. Neither Party shall, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products for use in the other Party’s territory.

Diversion. Each Party covenants and agrees that it shall will not, and shall will ensure that its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates and Sublicensees (with respect to Licensee) shall and Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell sell, or have sold any the Licensed Products, including via the Internet or mail order, Product to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory; provided that , including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party shall will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, market the Licensed Products Product to Third Party attendees at such conferences and meetings, subject to this Section 6.79.6 (Diversion). Neither Party shall will engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to any the Licensed Products Product for use directed primarily to customers or other buyers or users of the Licensed Products Product located in any country, country or jurisdiction or Region in the other Party’s territory, territory or solicit orders from any prospective purchaser located in any country, country or jurisdiction or Region in the other Party’s territory. If a Party, Party or its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) receive any order for the Licensed Products for use Product from a prospective purchaser located in a country, country or jurisdiction or Region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *], will immediately refer that order to such other Party and shall will not accept any such orders. Neither Party shallwill, nor will either Party permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any the Licensed Products Product to Third Parties for use in the other Party’s territoryterritory except in accordance with a Global Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory).

Diversion. Each Party covenants and agrees that it shall will not, and shall will ensure that its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates and Sublicensees (with respect to Licensee) shall and subcontractors 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 in the other Party’s territory; provided that each Party shall have , including via the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7Internet or mail order. Neither Party shall will engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) 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, country or jurisdiction or Region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country, country or jurisdiction or Region in the other Party’s territory. If a Party, Party or its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) receive any order for any Licensed Products for use from a prospective purchaser located in a country, country or jurisdiction or Region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *], will immediately refer that order to such other Party and shall will not accept any such orders. Neither Party shallwill, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory.. ​

Diversion. Each Party covenants and agrees that it shall will not, and shall will ensure that its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates and Sublicensees (with respect to Licensee) shall and subcontractors 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 in the other Party’s territory; provided that each Party shall have , including via the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market, for their respective territory, Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 6.7Internet or mail order. Neither Party shall will engage, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) 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, country or jurisdiction or Region in the other Party’s territory, or solicit orders from any prospective purchaser located in any country, country or jurisdiction or Region in the other Party’s territory. If a Party, Party or its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) receive any order for any Licensed Products for use from a prospective purchaser located in a country, country or jurisdiction or Region in the other Party’s territory, then such Party shall immediately, but in any event within [* * *], will immediately refer that order to such other Party and shall will not accept any such orders. Neither Party shallwill, nor permit its Affiliates, Third Party Licensees (with respect to Verastem) Affiliates or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) any Licensed Products to Third Parties for use in the other Party’s territory except in accordance with a Global Development Plan, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Products to Third Party attendees at such conferences and meetings, subject to this Section 7.5 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the other Party’s territory.