Common use of No Diversion Clause in Contracts

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, in the other Party’s territory. With respect to any country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not: (a) establish or maintain any branch, warehouse or distribution facility for the Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (c) actively solicit orders for the Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute the Products to any person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a country in the other Party’s territory, such Party shall immediately refer that order to the other Party and such Party shall not accept any such orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country in the other Party’s territory. Each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights in the other Party’s territory. For the avoidance of doubt, nothing in this Section 6.4 shall limit Inovio’s retained rights under Section 2.1(b).

No Diversion. Each Party of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, in the other Party’s outside its territory. With ; (b) with respect to any country in the other Party’s or region outside its territory, a Party it shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countriescountries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (bii) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (ciii) actively solicit orders for the Products from any prospective purchaser located in such countries, or (div) knowingly sell or distribute the Products to any person Person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either ; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its territory, such Party shall immediately promptly refer that order to the other Party Party, and such Party shall not accept any such orders. Each ; (d) neither Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country in the other Party’s or region outside its territory. Each ; and (e) each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the avoidance purpose of doubtthis Agreement, nothing in this Section 6.4 Zai’s territory shall limit Inoviomean the Territory and TPTX’s retained rights under Section 2.1(b)territory shall mean all countries and regions outside the Territory.

No Diversion. Each Party of ▇▇▇▇▇▇▇▇ and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, in the other Party’s outside its territory. With ; (b) with respect to any country in the other Party’s or Region outside its territory, a Party it shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countriescountries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support packaging and labeling of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (bii) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (ciii) actively solicit orders for the Products from any prospective purchaser located in such countries, or (div) knowingly sell or distribute the Products to any person Person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either ; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its territory, such Party shall immediately promptly refer that order to the other Party Party, and such Party shall not accept any such orders. Each ; (d) neither Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country in the other Party’s or region outside its territory. Each ; (e) each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory; and (f) each Party will use reasonable efforts to monitor and prevent exports of Products from its own territory for Commercialization in the other Party’s territory using methods permitted under applicable Law that are commonly used in the industry for such purpose (if any), and will promptly inform the other Party of any such exports of Products from its territory, and any actions taken to prevent such exports. Each Party agrees to take reasonable actions requested in writing by the other Party that are consistent with applicable Law to prevent exports of Products from its territory for Commercialization. For the avoidance purpose of doubtthis Agreement, nothing in this Section 6.4 Zai’s territory shall limit Inovio’s retained rights under Section 2.1(b)mean the Territory and ▇▇▇▇▇▇▇▇’▇ territory shall mean all countries and regions outside the Territory.

No Diversion. Each Party of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, in the other Party’s outside its territory. With ; (b) with respect to any country in the other Party’s or region outside its territory, a Party it shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countriescountries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more 231245765 v3 warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (bii) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (ciii) actively solicit orders for the Products from any prospective purchaser located in such countries, or (div) knowingly sell or distribute the Products to any person Person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either ; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its territory, such Party shall immediately promptly refer that order to the other Party Party, and such Party shall not accept any such orders. Each ; (d) neither Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country in the other Party’s or region outside its territory. Each ; and (e) each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the avoidance purpose of doubtthis Agreement, nothing in this Section 6.4 Zai’s territory shall limit Inoviomean the Territory and TPTX’s retained rights under Section 2.1(b)territory shall mean all countries and regions outside the Territory.

No Diversion. Each Party of TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, in the other Party’s outside its territory. With ; (b) with respect to any country in the other Party’s or region outside its territory, a Party it shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countriescountries (except, in the event such Party is Zai, Zai shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is TPTX, TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (bii) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, (ciii) actively solicit orders for the Products from any prospective purchaser located in such countries, or (div) knowingly sell or distribute the Products to any person Person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either ; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its territory, such Party shall immediately promptly refer that order to the other Party Party, and such Party shall not accept any such orders. Each ; (d) neither Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country in the other Party’s or region outside its territory. Each ; and (e) each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the avoidance purpose of doubtthis Agreement, nothing in this Section 6.4 Zai’s territory shall limit Inoviomean the Territory and TPTX’s retained rights under Section 2.1(b).territory shall mean all countries and regions outside the Territory. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

No Diversion. Each Party of Sutro and Licensee hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates Affiliates, subcontractors and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sub)licensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the ProductsProduct, including via internet or mail order, in the other Party’s outside its territory. With ; (b) with respect to any country in the other Party’s or region outside its territory, a Party it shall not, and shall ensure that its Affiliates Affiliates, subcontractors and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sub)licensees shall not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products Product in such countriescountries (except, in the event such Party is Licensee, Licensee shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labelling activities of the Product by Licensee or its Affiliates outside the Territory and, in the event such Party is Sutro, Sutro shall have the right to maintain one or more warehouses in the Territory solely to support its retained rights provided under Section 2.03), (bii) knowingly engage in any advertising or promotional activities relating to the Products Product that are directed primarily to customers or other purchaser or users of the Products Product located in such countries, (ciii) actively solicit orders for the Products Product from any prospective purchaser located in such countries, or (div) knowingly sell or distribute the Products Product to any person Person in such Party’s territory who who, to the knowledge of such Party (following reasonable inquiry), intends to sell or has in the past sold the Products Product in such countries. If either ; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its territory, such Party shall immediately promptly refer that order to the other Party Party, and such Party shall not accept any such orders. Each ; (d) neither Party shall not deliver or tender (or cause to be delivered or tendered) the Products Product into a country in or region outside its territory, except that Sutro shall have the other Party’s territory. Each right to do so solely to support its retained rights provided under Section 2.03, and € each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will subcontractors and sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Product in the other Party’s territory. For the avoidance purpose of doubtthis Agreement, nothing in this Section 6.4 Licensee’s territory shall limit Inoviomean the Territory and Sutro’s retained rights under Section 2.1(b)territory shall mean all countries and regions outside the Territory.

No Diversion. Each Party of ▇▇▇▇▇ and Everest hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, in the other Party’s outside its territory. With ; (b) with respect to any country in the other Party’s or region outside its territory, a Party it shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countriescountries (except, in the event such Party is ▇▇▇▇▇, ▇▇▇▇▇ shall have the right to maintain one or more warehouses in the Territory solely to support ▇▇▇▇▇’▇ retained rights under this Agreement); (bii) knowingly engage in any advertising or promotional activities relating to the Products that are directed primarily to customers or other purchaser or users of the Products located in such countries, countries outside its territory; (ciii) actively solicit orders for the Products from any prospective purchaser located in such countries, countries outside its territory; or (div) knowingly sell or distribute the Products to any person Person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either countries outside its territory; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its territory, such Party shall immediately promptly refer that order to the other Party Party, and such Party shall not accept any such orders. Each ; (d) neither Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country in the other Party’s or region outside its territory. Each ; and (e) each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Products in the other Party’s territory. For the avoidance of doubt; provided, that nothing in this Section 6.4 7.6 (No Diversion) shall limit Inovioprohibit or restrict ▇▇▇▇▇ from exercising its right or performing its obligations to supply Everest or its Affiliates or Sublicensees under Article 8 (Manufacturing and Supply). For the purpose of this Agreement, Everest’s retained rights under Section 2.1(b)territory shall mean the Territory and ▇▇▇▇▇’▇ territory shall mean all countries and regions outside the Territory.

No Diversion. Each Party of LaNova and TPTX hereby covenants and agrees that (a) it shall will not, and shall will ensure that its Affiliates Affiliates, licensees and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) sublicensees will not, directly or indirectly, promote, market, distribute, import, sell or have sold the ProductsProduct, including via internet or mail order, in the other Party’s outside its respective territory. With ; (b) with respect to any country in the other Party’s or region outside its respective territory, a Party shall it will not, and shall will ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) sublicensees will not: (ai) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products Product in such countries, (bii) knowingly engage in any advertising or promotional activities relating to the Products Product that are directed primarily to customers or other purchaser or users of the Products Product located in such countries, (ciii) actively solicit orders for the Products Product from any prospective purchaser located in such countries, or (div) knowingly sell or distribute the Products Product to any person Person in such Party’s respective territory who intends to sell or has in the past sold the Products Product in such countries. If either ; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country in the other Party’s outside its respective territory, such Party shall immediately will promptly refer that order to the other Party Party, and such Party shall will not accept any such orders. Each ; (d) neither Party shall not will deliver or tender (or cause to be delivered or tendered) the Products Product into a country in the other Party’s or region outside its respective territory. Each ; and (e) each Party shall will not, and shall will ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) sublicensees will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights to Commercialize the Product in the other Party’s respective territory. For purposes of this Agreement, TPTX’s territory will mean the avoidance of doubt, nothing in this Section 6.4 shall limit InovioTPTX Territory and LaNova’s retained rights under Section 2.1(b)territory will mean the LaNova Territory.

No Diversion. Each Party hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine3D Medicines) or licensees, including Inovio Aravive Partners (in the case of InovioAravive) will not, directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, in the other Party’s territory. With respect to any country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine3D Medicines) or licensees, including Inovio Aravive Partners (in the case of InovioAravive) will not: (a) establish or maintain any branch, warehouse or distribution facility for the Licensed Products in such countries for distribution of Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to the Licensed Products that are directed primarily to customers or other purchaser or users of the Licensed Products located in such countries, (c) actively solicit orders for the Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute the Licensed Products to any person in such Party’s territory who intends to sell or has in the past sold the Licensed Products in such countries. If either Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country in the other Party’s territory, such Party shall immediately promptly refer that order to the other Party and such Party shall not accept any such orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the Licensed Products into a country in the other Party’s territory. Each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine3D Medicines) or licensees, including Inovio Aravive Partners (in the case of InovioAravive) will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights in the other Party’s territory. For the avoidance of doubt, nothing in this Section 6.4 shall limit Inovio’s retained rights under Section 2.1(b).

No Diversion. Each Subject to the Applicable Laws, each Party hereby covenants and agrees that it shall not, and shall use Commercially Reasonable Efforts to ensure that its Affiliates and Permitted Sublicensees (in the case of Advaccinewith respect to Licensee) or licensees, including Inovio Partners licensees (in the case of Inoviowith respect to Licensor) will not, directly or indirectly, do not promote, market, distribute, import, sell or have sold any Licensed Product in the ProductsField, including via internet 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. With respect Applicable Territory; provided that, each Party shall have the right to any country attend conferences and meetings in the other Party’s territoryApplicable Territory and to promote and market, a for such Party’s own Applicable Territory, the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 5.6. Neither Party shall notengage, and or shall ensure that permit its Affiliates and their respective or Permitted Sublicensees (in the case of Advaccinewith respect to Licensee) or licenseeslicensees (with respect to Licensor) to engage, including Inovio Partners (in the case of Inovio) will not: (a) establish or maintain any branch, warehouse or distribution facility for the Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to any Licensed Product in the Products that are Field for use directed primarily to customers or other purchaser or users of the Products Licensed Product located in such countriesany country, (c) actively solicit orders for the Products from any prospective purchaser located in such countries, jurisdiction or (d) knowingly sell or distribute the Products to any person in such Party’s territory who intends to sell or has in the past sold the Products in such countries. If either Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a country region in the other Party’s territoryApplicable Territory, or solicit orders from any prospective purchaser that such Party shall immediately refer that order has reason to believe intends to distribute such Licensed Product in the other Party and such Party shall not accept Field in any such orders. Each Party shall not deliver country, jurisdiction or tender (or cause to be delivered or tendered) the Products into a country region in the other Party’s territory. Each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights in the other Party’s territory. For the avoidance of doubt, nothing in this Section 6.4 shall limit Inovio’s retained rights under Section 2.1(b)Applicable Territory.

No Diversion. Each Party hereby covenants and agrees that that, during the Term of the Agreement, it shall not, and shall ensure that its Affiliates and Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) sublicensees will not, directly or indirectly, promote, market, distribute, importimport [(except to the extent necessary for a Party to fulfill its obligations under Section 7.01 (Manufacturing Technology Transfer and Right to Manufacture)), sell or have sold the Licensed Products, including via internet or mail order, in the other Party’s territory. With respect to any country in the other Party’s territory, a Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for the Licensed Products in such countries, (b) knowingly engage in any advertising or promotional activities relating to the Licensed Products that are directed primarily to customers or other purchaser or users of the Licensed Products located in such countries, (c) actively solicit orders for the Licensed Products from any prospective purchaser located in such countries, or (d) knowingly sell or distribute the Licensed Products to any person in such Party’s territory who intends to sell or has in the past sold the Licensed Products in such countries. If either Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country in the other Party’s territory, such Party shall immediately refer that order to the other Party and such Party shall not accept any such orders. Each Party shall not deliver or tender (or cause to be delivered or tendered) the Licensed Products into a country in the other Party’s territory. Each Party shall not, and shall ensure that its Affiliates and their respective Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) sublicensees will not, knowingly restrict or impede in any manner the other Party’s exercise of its retained exclusive rights in the other Party’s territory. For the avoidance of doubt, nothing in Certain information has been excluded from this Section 6.4 shall limit Inovio’s retained rights under Section 2.1(b)agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.