Common use of MARKETING AND SALE OF PRODUCTS Clause in Contracts

MARKETING AND SALE OF PRODUCTS. 10.1 DISTRIBUTOR hereby undertakes that it will launch the Products in the Field in the Territory as soon as possible and in any case (i) no later than 6 (six) months from the Effective Date, with respect to all indications described at Article 1.3 hereabove other than the [***] indication, and (ii) no later than 6 (six) months from the obtainment, by HHC, of the Marketing Approval for the [***] indication. DISTRIBUTOR shall promptly communicate in writing each launching date to HHC. 10.2 DISTRIBUTOR shall be entitled to resell the Products to its customers in the Territory at such prices as it may determine subject to all applicable laws of the Territory. DISTRIBUTOR shall keep HHC fully and timely informed on the price structure of the Products in the Territory and shall promptly notify any change thereof. 10.3 DISTRIBUTOR hereby undertakes and warrants that it shall distribute, promote, market and sell the Products throughout the Territory under its corporate name and responsibility and that it will bear the whole cost thereof. DISTRIBUTOR also undertakes and warrants that distribution, promotion, marketing and sale of the Products in the Territory shall fully comply with all laws, regulations and requirements at any time being in force in the Territory and shall be fully consistent with the conditions and requirements of the Marketing Approval. 10.4 DISTRIBUTOR shall, and procures that its Sub-Contractors shall, promote and distribute the Products in accordance with the international Product profile and positioning approved in writing by HHC and shall regularly supply HHC not later than September 15 in each year throughout the term of this Agreement with its marketing and promotion plans, which shall have to be approved by HHC in writing before use thereof, such approval not to be unreasonably withheld. A marketing strategy for the Products shall be developed and prepared by DISTRIBUTOR consistently with the Marketing Approval as well as in accordance with the international profile of the Products as provided by HHC, and shall have to be discussed with and approved in writing by HHC before implementation thereof, such approval not to be unreasonably withheld. HHC will provide feedback on DISTRIBUTOR’S marketing strategy within 10 (ten) business days of receipt. DISTRIBUTOR shall keep HHC regularly and fully informed on all its promotional and marketing activities in the Territory regarding the Products and regular meetings shall be organised between the Parties in order to discuss any and all aspects relevant to the promotion and marketing of the Products in the Territory. 10.5 Marketing, advertising and promotional materials concerning the Products and training manuals for DISTRIBUTOR’S medical representatives shall be developed and prepared by DISTRIBUTOR at its own expenses and in co-ordination with HHC which shall render reasonable assistance in this respect, including the opportunity to review and comment the contents of such materials. Any and all said materials and manuals may be used by DISTRIBUTOR only upon prior written approval of the same by HHC, such approval not to be unreasonably withheld.

MARKETING AND SALE OF PRODUCTS. 10.1 DISTRIBUTOR hereby undertakes that it will launch the Products in the Field in the Territory as soon as possible and in any case (i) no later than 6 (six) months from the Effective Date, with respect to all indications described at Article 1.3 hereabove other than the [*****] indication, and (ii) no later than 6 (six) months from the obtainment, by HHC, of the Marketing Approval for the [*****] indication. DISTRIBUTOR shall promptly communicate in writing each launching date to HHC. 10.2 DISTRIBUTOR shall be entitled to resell the Products to its customers in the Territory at such prices as it may determine subject to all applicable laws of the Territory. DISTRIBUTOR shall keep HHC fully and timely informed on the price structure of the Products in the Territory and shall promptly notify any change thereof. 10.3 DISTRIBUTOR hereby undertakes and warrants that it shall distribute, promote, market and sell the Products throughout the Territory under its corporate name and responsibility and that it will bear the whole cost thereof. DISTRIBUTOR also undertakes and warrants that distribution, promotion, marketing and sale of the Products in the Territory shall fully comply with all laws, regulations and requirements at any time being in force in the Territory and shall be fully consistent with the conditions and requirements of the Marketing Approval. 10.4 DISTRIBUTOR shall, and procures that its Sub-Contractors shall, promote and distribute the Products in accordance with the international Product profile and positioning approved in writing by HHC and shall regularly supply HHC not later than September 15 in each year throughout the term of this Agreement with its marketing and promotion plans, which shall have to be approved by HHC in writing before use thereof, such approval not to be unreasonably withheld. A marketing strategy for the Products shall be developed and prepared by DISTRIBUTOR consistently with the Marketing Approval as well as in accordance with the international profile of the Products as provided by HHC, and shall have to be discussed with and approved in writing by HHC before implementation thereof, such approval not to be unreasonably withheld. HHC will provide feedback on DISTRIBUTOR’S ’s marketing strategy within 10 (ten) business days of receipt. DISTRIBUTOR shall keep HHC regularly and fully informed on all its promotional and marketing activities in the Territory regarding the Products and regular meetings shall be organised between the Parties in order to discuss any and all aspects relevant to the promotion and marketing of the Products in the Territory. 10.5 Marketing, advertising and promotional materials concerning the Products and training manuals for DISTRIBUTOR’S 's medical representatives shall be developed and prepared by DISTRIBUTOR at its own expenses and in co-ordination with HHC which shall render reasonable assistance in this respect, including the opportunity to review and comment the contents of such materials. Any and all said materials and manuals may be used by DISTRIBUTOR only upon prior written approval of the same by HHC, such approval not to be unreasonably withheld. 10.6 DISTRIBUTOR shall promptly supply HHC free of charge with PDF copies, in accordance with HHC's reasonable requests, of all marketing, advertising and promotional materials relevant to the Products and of the training manuals for its medical representatives and HHC shall have the free unrestricted right to use, directly or indirectly, any such material for its business outside the Territory and/or, outside the Field in the Territory. 10.7 DISTRIBUTOR undertakes to develop and exploit the market for the Products in the Field throughout the Territory. Throughout the term of this Agreement, DISTRIBUTOR shall, at its own expense, maintain an active sales organisation for marketing and selling the Products in the Field throughout the Territory, continuously maintain an adequate and representative stock of the Products to meet market demand in the Territory and use its commercially reasonable efforts to effectively distribute, advertise, market, sell and promote the sale and use of the Products in the Field throughout the Territory. In particular, and without limiting the generality of the foregoing obligations, DISTRIBUTOR shall perform at least the promotion and marketing activities described in the SEVENTH APPENDIX hereto and shall secure annual minimum sales of the Products, in units (i.e. sachets of 15ml each), in the Territory, in each calendar year throughout the term of this Agreement starting from [*****], corresponding to at least [*****] of the following sales forecasts: [*****] 10.7.1 [*****]. 10.8 DISTRIBUTOR shall, before September 15th in each year throughout the term of this Agreement, provide HHC with an annual sales forecast in units for each of the Products. It is also agreed that DISTRIBUTOR shall develop and supply HHC with sales forecast for 3 (three) years in units for each of the Products, starting from September 2012 and revised annually. These sales forecasts are non-binding. 10.9 DISTRIBUTOR shall make clear in all dealings with its customers and prospective customers that it is acting as distributor of the Products in its own name and for its own account as an independent contractor and not as agent of HHC. 10.10 The final package of the Products, as well as any change thereof, shall be discussed in good faith by the Parties and shall have to be previously approved in writing by HHC, such approval not to be unreasonably withheld. 10.11 All packaging, insert sheets, labels, advertising and other materials relevant to the Products shall bear the notice “Distributed under licence of Helsinn Healthcare SA, Switzerland”, in such form and manner as HHC may deem appropriate subject to any applicable regulatory requirements in the Territory. 10.12 DISTRIBUTOR shall not in any way place on the internet any information in any way connected with the Products, the Trademark and/or HHC without the prior written authorization of HHC and shall promptly delete from any website under DISTRIBUTOR’s control any information on and/or reference to the Products, the Trademark and/or HHC upon HHC’s request and/or upon expiration or termination of this Agreement. The domain name of any website relevant to the Products, the Trademark and/or HHC shall be registered and owned by HHC. For the purpose of promoting and improving the information, awareness and knowledge of the Products in the Territory, HHC will grant DISTRIBUTOR the right to operate a website under a domain name registered by HHC and relevant to the Trademark, subject to terms and conditions to be defined by separate domain name license agreement. In case any local law or regulation requires the domain name of any website relevant to the Products, the Trademark and/or HHC to be in the name of the DISTRIBUTOR, in such case the domain name shall be registered in the name of the DISTRIBUTOR and the relevant contents and any modifications thereof shall in any case have to be approved by HHC and shall be the exclusive property of HHC. Any domain name relevant to the Products, the Trademark and/or HHC which has been registered in the name of DISTRIBUTOR to comply with local regulations as described above shall be promptly cancelled or transferred to HHC or HHC’s nominee, free of charge, upon expiration or termination of this Agreement for any reason.

MARKETING AND SALE OF PRODUCTS. 10.1 DISTRIBUTOR hereby undertakes that it will launch the Products in the Field in the Territory as soon as possible and in any case (i) no later than 6 (six) months from the Effective Date, with respect to all indications described at Article 1.3 hereabove other than the [***] indication, and (ii) no later than 6 (six) months from the obtainment, by HHC, of the Marketing Approval for the [***] indication. DISTRIBUTOR shall promptly communicate in writing each launching date to HHC. 10.2 DISTRIBUTOR 8.1 ASTRAZENECA shall be entitled to resell sell the Products to its customers End Customers within the Field in the Territory at such prices as it ASTRAZENECA may determine determine, subject to all applicable compliance with Applicable laws of the Territoryand Regulations. DISTRIBUTOR ASTRAZENECA shall keep HHC TP fully and timely informed on the change in Maximum Retail Price and price structure of the Products in the Territory and shall promptly notify any change thereof. 10.3 DISTRIBUTOR 8.2 ASTRAZENECA hereby undertakes and warrants that it shall distribute, promote, market and sell the Products throughout the Territory under its corporate name as well as the licensed Trademark at its sole cost and responsibility and that it will bear the whole cost thereofexpense. DISTRIBUTOR ASTRAZENECA also undertakes and warrants that the distribution, promotion, marketing and sale of the Products in the Territory shall fully in all material respects comply with all laws, regulations Applicable Laws and requirements Regulations at any time being in force in the Territory and shall be fully consistent with the conditions and requirements of the Marketing ApprovalRegistration. 10.4 DISTRIBUTOR shall, and procures that its Sub-Contractors shall, promote and distribute the Products in accordance with the international Product profile and positioning approved in writing by HHC and shall regularly supply HHC not later than September 15 in each year throughout the term of this Agreement with its marketing and promotion plans, which shall have to be approved by HHC in writing before use thereof, such approval not to be unreasonably withheld. A marketing strategy for the Products shall be developed and prepared by DISTRIBUTOR consistently with the Marketing Approval as well as in accordance with the international profile of the Products as provided by HHC, and shall have to be discussed with and approved in writing by HHC before implementation thereof, such approval not to be unreasonably withheld. HHC will provide feedback on DISTRIBUTOR’S marketing strategy within 10 (ten) business days of receipt. DISTRIBUTOR 8.3 ASTRAZENECA shall keep HHC TP regularly and fully reasonably informed on all its promotional and marketing Business activities in the Territory regarding the Products and regular meetings shall be organised between the Parties in order to discuss any and all aspects relevant to the promotion and marketing sales of the Products in the TerritoryTerritory and would be available for interactions to clarify further on sales performance of the Product in the Territory once every quarter which would be fixed at a reasonable time, convenient to both the Parties. 10.5 8.4 Marketing, advertising and promotional materials concerning the Products and training manuals for DISTRIBUTOR’S ASTRAZENECA's medical representatives shall be developed and prepared by DISTRIBUTOR ASTRAZENECA at its own expenses and in co-ordination with HHC TP which shall be provided by ASTRAZENECA, with an English translation of said materials, in order to render reasonable assistance in this respect, including the opportunity to review and comment the contents of such materials. 8.5 Upon TP’s reasonable request, ASTRAZENECA shall promptly supply to TP free-of-charge copies of all marketing, advertising and promotional materials relevant to the Products and all training manuals being used by ASTRAZENECA’s sales representatives with respect to the promotion and marketing of the Products within the Field in the Territory. ASTRAZENECA hereby grants to TP an exclusive (subject to ASTRAZENECA’s right to use such materials in accordance with this Agreement), irrevocable, perpetual, royalty-free license to reproduce, distribute, perform, display, use, modify and exploit, directly or indirectly, any such marketing, advertising and promotional materials for its business in the Territory. The license grant in the preceding sentence shall survive expiration or termination of this Agreement for any reason. 8.6 ASTRAZENECA undertakes to use commercially reasonable efforts to develop and exploit the market for the Products in the Field throughout the Territory. Throughout the Term of this Agreement, ASTRAZENECA, shall, at its sole cost and expense, (i) maintain an active sales force for marketing and selling the Products within the Field throughout the Territory, (ii) continuously maintain an adequate and representative stock of the Products to meet market demand in the Territory and (iii) effectively distribute, advertise, market, sell and promote or perform any other Businesses of or in relation to the Products within the Field throughout the Territory. 8.7 Without limiting the generality of the foregoing obligations, ASTRAZENECA shall use commercially reasonable efforts to secure an annual Sales Volume of Products in the Territory in each Calendar Year throughout the Term of this Agreement not in any event lower than the sale targets as set forth and may be updated by ASTRAZENECA in each November during the Term in the second Appendix (“Minimum Sales Target”), which may be subject to an adjustment in accordance with the formula stipulated below, provided that the valid performance period of ASTRAZENECA in any given Calendar Year is less than 365 calendar days: The particular Minimum Sales Target * (the number of days in the ASTRAZENECA’s valid performance period of the given Calendar Year /365). The annual Sales Volume realization of ASTRAZENECA shall be confirmed within thirty (30) calendar days after the end of the given Calendar Year. If any disputes in respect to the Sales Volume arise, then TP shall have a right to resort to the reconciliatory process as provided for in this Agreement. In the event that, at any time throughout the Term of the Agreement, ASTRAZENECA fails to achieve the annual Minimum Sales Target for two consecutive Calendar Years, then TP shall as its sole and exclusive remedy due to such failure by ASTRAZENECA have a right to terminate the Agreement for convenience in accordance with Article 18.1(b) of this Agreement without further liability towards ASTRAZENECA. 8.8 Without prejudice to the minimum sales obligation provided above, ASTRAZENECA shall, on or prior to the 10th working day of October in each Calendar Year throughout the Term of this Agreement, provide TP in writing with an annual sales forecast in units (tablets) and value of the Products for the Calendar Year to come. For avoidance of doubt, the first annual forecast shall be given on or prior to the 10th working day of October in 2017. In addition, concurrently with the delivery of the forecasts described in the preceding sentence, ASTRAZENECA shall provide to TP a rolling three-year sales forecast in units (tablets) and value for the Products, such three-year forecast to be updated annually and a change in applicable sales figures beyond ten percentage (10%) between the updated forecast and the preceding Calendar Year’s forecast shall be informed to and approved in advance by TP. 8.9 ASTRAZENECA shall, make clear in all dealings with its actual and prospective distributors, wholesalers and End Customers that it is acting as a licensee of TP and for its own account as an independent contractor and not as agent of TP. 8.10 The final packaging of the Products, and any change thereof, shall be discussed with TP and subject to final decision of TP, in accordance with the Registration and with applicable laws and regulatory requirements for the Products. All packaging, labels, insert sheets, advertising and other materials relevant to the Products, including all such materials on the internet, shall be in such form and manner as TP may reasonably deem appropriate, subject to applicable regulatory requirements in each country of the Territory. 8.11 ASTRAZENECA shall not, in any way place on the internet any information in any way connected with the APIs, the Products, the Trademark and/or any other trade names, logo owned, controlled, reserved or designated by TP without a discussion with TP in each instance, and shall promptly remove or cause to be removed from any website under the direct control of ASTRAZENECA any information on and/or reference to the APIs, the Products, the Trademark upon TP’s reasonable request and/or upon expiration or termination of this Agreement for any reason. Except as expressly set forth below, the domain name of any website relevant to the APIs, the Products, the Trademark shall be registered and owned by TP. For the purpose of promoting and improving the information, awareness and knowledge of the Products in the Territory, TP may grant to ASTRAZENECA the right to operate a website under a domain name registered in the name of TP and relevant to the Trademark, subject to terms and conditions to be defined by separate domain name license agreement. In the event that any Applicable Laws or Regulation requires the domain name of any website relevant to the APIs, the Products, the Trademark to be registered in the name of ASTRAZENECA, then such domain name shall be registered in the name of ASTRAZENECA, provided that all relevant contents and any modifications thereof shall be shared and discussed with TP and shall as between the Parties be the exclusive (except with regard to ASTRAZENECA) property of TP and provided further that ASTRAZENECA hereby grants to TP an exclusive, irrevocable, perpetual, royalty-free license to each such domain name. Any and all said materials and manuals may such domain name relevant to the APIs, the Products, the Trademark and/or TOPRIDGE/CMS that has been registered in the name of ASTRAZENECA in order to comply with applicable law or regulation shall be used by DISTRIBUTOR only promptly cancelled or transferred to TP or TP’s nominee as soon as reasonably practicable, free of charge, upon prior written approval the reasonable request of the same by HHC, such approval not to be unreasonably withheldTP and/or upon expiration or termination of this Agreement for any reason.

MARKETING AND SALE OF PRODUCTS. 10.1 DISTRIBUTOR hereby undertakes that it will launch the Products in the Field in the Territory as soon as possible and in any case (i) no later than 6 (six) months from the Effective Date, with respect to all indications described at Article 1.3 hereabove other than the [***] indication, and (ii) no later than 6 (six) months from the obtainment, by HHC, of the Marketing Approval for the [***] indication. DISTRIBUTOR shall promptly communicate in writing each launching date to HHC. 10.2 DISTRIBUTOR 8.1 ASTRAZENECA shall be entitled to resell sell the Products to its customers End Customers within the Field in the Territory at such prices as it ASTRAZENECA may determine determine, subject to all applicable compliance with Applicable laws of the Territoryand Regulations. DISTRIBUTOR ASTRAZENECA shall keep HHC TP fully and timely informed on the change in Minimum aximum Retail Price and price structure of the Products in the Territory and shall promptly notify any change thereof. For further clarification, a change in Product’s sale price for ASTRAZENECA’s End Customers beyond ten (10)% shall be informed to and approved in advance by TP. 10.3 DISTRIBUTOR 8.2 ASTRAZENECA hereby undertakes and warrants that it shall distribute, promote, market and sell the Products throughout the Territory under its corporate name as well as the licensed Trademark at its sole cost and responsibility and that it will bear the whole cost thereofexpense. DISTRIBUTOR ASTRAZENECA also undertakes and warrants that the distribution, promotion, marketing and sale of the Products in the Territory shall fully comply with all lawsApplicable lLaws, regulations and rRegulations and requirements at any time being in force in the Territory and shall be fully consistent with the conditions and requirements of the Marketing ApprovalRegistration. 10.4 DISTRIBUTOR shall, and procures that its Sub-Contractors shall, promote and distribute the Products in accordance with the international Product profile and positioning approved in writing by HHC and shall regularly supply HHC not later than September 15 in each year throughout the term of this Agreement with its marketing and promotion plans, which shall have to be approved by HHC in writing before use thereof, such approval not to be unreasonably withheld. 8.3 A marketing strategy for the Products shall be developed and prepared by DISTRIBUTOR ASTRAZENECA consistently with the Marketing Approval as well as in accordance with the international profile of the Products as provided by HHCRegistration, and shall have to be discussed and shared with and approved in writing by HHC TP before implementation thereof, such approval not to be unreasonably withheld. HHC will provide feedback on DISTRIBUTOR’S marketing strategy within 10 (ten) business days of receipt. DISTRIBUTOR ASTRAZENECA shall keep HHC TP regularly and fully reasonably informed on all its promotional and marketing marketingBusiness activities regarding the Products in the Territory regarding the Products and regular semi-annual meetings shall be organised between the Parties in order to discuss any and all aspects relevant to the promotion and marketing of the Products within the FieldBusiness performance in the Territory. 10.5 8.4 Marketing, advertising and promotional materials concerning the Products and training manuals for DISTRIBUTOR’S ASTRAZENECA's and/or its Affiliates’ and/or Designated Partners’ medical representatives shall be developed and prepared by DISTRIBUTOR ASTRAZENECA at its own expenses and in co-ordination with HHC TP which shall be provided by ASTRAZENECA, with an English translation of said materials, in order to render reasonable assistance in this respect, including the opportunity to review and comment the contents of such materials. 8.5 Upon TP’s reasonable request, ASTRAZENECA shall promptly supply to TP free-of-charge original copies of all marketing, advertising and promotional materials relevant to the Products and all training manuals being used by ASTRAZENECA’s and/or its Affiliates’ and/or Designated Partners’ sales representatives with respect to the promotion and marketing of the Products within the Field in the Territory. ASTRAZENECA hereby grants to TP an exclusive (subject to ASTRAZENECA’s right to use such materials in accordance with this Agreement), irrevocable, perpetual, royalty-free license to reproduce, distribute, perform, display, use, modify and exploit, directly or indirectly, any such marketing, advertising and promotional materials for its business both outside the Field in the Territory and outside of the Territory. The license grant in the preceding sentence shall survive expiration or termination of this Agreement for any reason. 8.6 ASTRAZENECA undertakes to fully develop and exploit the market for the Products in the Field throughout the Territory. Throughout the Term of this Agreement, ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall, at its sole cost and expense, (i) maintain an active sales force for marketing and selling the Products within the Field throughout the Territory, (ii) continuously maintain an adequate and representative stock of the Products to meet market demand in the Territory and (iii) effectively distribute, advertise, market, sell and promote or perform any other Businesses of or in relation to the Products within the Field throughout the Territory. 8.7 Without limiting the generality of the foregoing obligations, ASTRAZENECA shall secure an annual Sales Volume of Products in the Territory in each Calendar Year throughout the Term of this Agreement not in any event lower than the sale targets as set forth and may be updated by ASTRAZENECA in each November during the Term in the second Appendix (“Minimum Sales Target”), which may be subject to an adjustment in accordance with the formula stipulated below, provided that the valid performance period of ASTRAZENECA in any given Calendar Year is less than 365 calendar days: The particular Minimum Sales Target * (the number of days in the ASTRAZENECA’s valid performance period of the given Calendar Year /365). The annual Sales Volume realization of ASTRAZENECA shall be confirmed within thirty (30) calendar days after the end of the given Calendar Year. If any disputes in respect to the Sales Volume arise, then TP shall have a right to resort to the reconciliatory process as provided for in this Agreement. In the event that, at any time throughout the Term of the Agreement, ASTRAZENECA fails to achieve the annual Minimum Sales Target for two consecutive Calendar Years, then TP shall have a right to terminate the Agreement for convenience without further liability towards AstraZeneca. [the applicable Minimum Sales Target in any Calendar Year during the Term of this Agreement, ASTRAZENECA shall be obligated to reimburse TP for the underpayment of Royalty Fee in accordance with the following criterions: i) if the actual annual sale of Product is no lower than 80% of the Minimum Sales Target in any given year, then ASTRAZENECA shall be responsible to make up for the difference between the Royalty Fee based on the actual annual sales and the Royalty Fee based on the Minimum Sales Target; ii) if the actual annual sale of Product is lower than 80% of the Sale Target in any given Calendar Year, or ASTRAZENECA fails to achieve the annual Minimum Sales Target, regardless of whether it’s lower than 80% of Minimum Sales Target or not, for two consecutive Calendar Years, then TP shall, at its own discretion, choose either to a) claim the compensatory Royalty Fee calculated on the basis as indicated above in (i) or terminate the Agreement for convenience without further liability.] 8.8 Without prejudice to the minimum sales obligation provided above, ASTRAZENECA shall, on or prior to the 10th working day of October in each Calendar Year throughout the Term of this Agreement, provide TP in writing with an annual sales forecast in units (packstablets) and value of the Products for the Calendar Year to come. For avoidance of doubt, the first annual forecast shall be given on or prior to the 10th working day of October in 2017. In addition, concurrently with the delivery of the forecasts described in the preceding sentence, ASTRAZENECA shall provide to TP a rolling three-year sales forecast in units (packstablets) and value for the Products, such three-year forecast to be updated annually and a change in applicable sales figures beyond ten percentage (10%) between the updated forecast and the preceding Calendar Year’s forecast shall be informed to and approved in advance by TP. 8.9 ASTRAZENECA shall, and procures that its Affiliates and/or Designated Partners shall, make clear in all dealings with its actual and prospective distributors, wholesalers and End Customers that it is acting as a licensee of TP distributor a principal of the Products in its own name and for its own account as an independent contractor and not as agent of TP. 8.10 The final packaging of the Products, and any change thereof, shall be discussed with TP and subject to final decision of TP, in accordance with the Registration and with applicable laws and regulatory requirements for the Products. All packaging, labels, insert sheets, advertising and other materials relevant to the Products, including all such materials on the internet, shall be in such form and manner as TP may deem appropriate, subject to applicable regulatory requirements in each country of the Territory. 8.11 ASTRAZENECA shall not, and procures that its Affiliates and/or Designated Partners shall not, in any way place on the internet any information in any way connected with the APIs, the Products, the Trademark and/or any other trade names, logo owned, controlled, reserved or designated by TP without a discussion with TP in each instance, and shall promptly remove or cause to be removed from any website under the direct control of ASTRAZENECA or its Affiliates and/or Designated Partners any information on and/or reference to the APIs, the Products, the Trademark upon TP’s request and/or upon expiration or termination of this Agreement for any reason. Except as expressly set forth below, the domain name of any website relevant to the APIs, the Products, the Trademark shall be registered and owned by TP. For the purpose of promoting and improving the information, awareness and knowledge of the Products in the Territory, TP may grant to ASTRAZENECA the right to operate a website under a domain name registered in the name of TP and relevant to the Trademark, subject to terms and conditions to be defined by separate domain name license agreement. In the event that any Applicable Laws or Regulation requires the domain name of any website relevant to the APIs, the Products, the Trademark to be registered in the name of ASTRAZENECA, then such domain name shall be registered in the name of ASTRAZENECA, provided that all relevant contents and any modifications thereof shall be shared and discussed with TP and shall be the exclusive property of TP and provided further that ASTRAZENECA hereby grants to TP an exclusive, irrevocable, perpetual, royalty-free license to each such domain name. Any and all said materials and manuals may such domain name relevant to the APIs, the Products, the Trademark and/or TOPRIDGE/CMS that has been registered in the name of ASTRAZENECA,, and/or of its Affiliates and/or Designated Partners, in order to comply with applicable law or regulation shall be used by DISTRIBUTOR only promptly cancelled or transferred to TP or TP’s nominee, free of charge, upon prior written approval the request of the same by HHC, such approval not to be unreasonably withheldTP and/or upon expiration or termination of this Agreement for any reason.