Common use of No Diversion Clause in Contracts

No Diversion. Each of Xxxxxxxx and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or Region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (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 Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x territory shall mean all countries and regions outside the Territory.

No Diversion. Each of Xxxxxxxx and Zai Party hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall 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, outside its in the other Party’s territory; (b) with . With respect to any country or Region outside its in the other Party’s territory, it a Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of Advaccine) or licensees, including Inovio Partners (in the case of Inovio) will not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for the Products in such countries (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 Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (iib) 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, (iiic) actively solicit orders for the Products from any prospective purchaser located in such countries, or (ivd) 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; (c) if a . If either Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its in the other Party’s territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver or tender (or cause to be delivered or tendered) the Products into a country or region outside its in the other Party’s territory; (e) each . Each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall 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 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 purpose avoidance of doubt, nothing in this Agreement, ZaiSection 6.4 shall limit Inovio’s territory shall mean the Territory and Xxxxxxxx’x territory shall mean all countries and regions outside the Territoryretained rights under Section 2.1(b).

No Diversion. Each of Xxxxxxxx TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or Region region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (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 labeling labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is XxxxxxxxTPTX, Xxxxxxxx TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x TPTX’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of Xxxxxxxx and Zai hereby Subject to the Applicable Laws, each Party covenants and agrees that (a) it shall not, and shall use Commercially Reasonable Efforts to ensure that its Affiliates and sublicensees shall not, directly Permitted Sublicensees (with respect to Licensee) or indirectly, licensees (with respect to Licensor) do not promote, market, distribute, import, sell or have sold any Licensed Product in the ProductsField, including via internet the Internet or mail order, outside its territory; (b) with respect to any country Third Party or Region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by to any address or Internet Protocol address or the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (exceptlike, in the event such other Party’s Applicable Territory; provided that, each Party is Zai, Zai shall have the right to maintain one attend conferences and meetings in the other Party’s Applicable Territory and to promote and market, 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 engage, or more warehouses outside the Territory solely to support packaging and labeling of the Products by Zai or shall permit its Affiliates outside the Territory andor Permitted Sublicensees (with respect to Licensee) or licensees (with respect to Licensor) to engage, in the event such Party is Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are any Licensed Product in the Field for use directed primarily to customers or other purchaser or users of Products the Licensed Product located in such countriesany country, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country jurisdiction or region outside its territory; (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory; and (f) each Applicable Territory, or solicit orders from any prospective purchaser that such Party will use reasonable efforts has reason to monitor and prevent exports of Products from its own territory for Commercialization believe intends to distribute such Licensed Product in the Field in any country, jurisdiction or region 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x territory shall mean all countries and regions outside the Applicable Territory.

No Diversion. Each of Xxxxxxxx Xxxxx and Zai Everest hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or Region region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (except, in the event such Party is ZaiXxxxx, 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 Xxxxxxxx, Xxxxxxxx Xxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained RightsXxxxx’x retained rights under this Agreement), ; (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, countries outside its territory; (iii) solicit orders for Products from any prospective purchaser located in such countries, countries outside its territory; or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countriescountries 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 outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in the other Party’s territory; provided, that nothing in this Section 7.6 (No Diversion) shall prohibit or restrict Xxxxx from exercising its right or performing its obligations to supply Everest or its Affiliates or Sublicensees under Article 8 (Manufacturing 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 anySupply), 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 purpose of this Agreement, ZaiEverest’s territory shall mean the Territory and Xxxxxxxx’x Xxxxx’x territory shall mean all countries and regions outside the Territory.

No Diversion. Each of Xxxxxxxx TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or Region region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (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 labeling labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is XxxxxxxxTPTX, Xxxxxxxx TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x TPTX’s territory shall mean all countries and regions outside the Territory.. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

No Diversion. Each of Xxxxxxxx Sutro and Zai Licensee hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates Affiliates, subcontractors and sublicensees (sub)licensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the ProductsProduct, including via internet or mail order, outside its territory; (b) with respect to any country or Region region outside its territory, it shall not, and shall ensure that its Affiliates Affiliates, subcontractors and their respective sublicensees (sub)licensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products Product in such countries (except, in the event such Party is ZaiLicensee, Zai Licensee shall have the right to maintain one or more warehouses outside the Territory solely to support the packaging and labeling labelling activities of the Products Product by Zai Licensee or its Affiliates outside the Territory and, in the event such Party is XxxxxxxxSutro, Xxxxxxxx Sutro shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rightsits retained rights provided under Section 2.03), (ii) engage in any advertising or promotional activities relating to Products Product that are directed primarily to customers or other purchaser or users of Products Product located in such countries, (iii) solicit orders for Products Product from any prospective purchaser located in such countries, or (iv) sell or distribute Products Product to any 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 Products Product in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products Product into a country or region outside its territory; (e) , except that Sutro shall have the 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 subcontractors and sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products Product 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 purpose of this Agreement, ZaiLicensee’s territory shall mean the Territory and Xxxxxxxx’x Sutro’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of Xxxxxxxx LaNova and Zai TPTX hereby covenants and agrees that (a) it shall will not, and shall will ensure that its Affiliates Affiliates, licensees and sublicensees shall will not, directly or indirectly, promote, market, distribute, import, sell or have sold the ProductsProduct, including via internet or mail order, outside its respective territory; (b) with respect to any country or Region region outside its respective territory, it shall will not, and shall will ensure that its Affiliates and their respective sublicensees shall will not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products the Product in such countries (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 Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (ii) engage in any advertising or promotional activities relating to Products the Product that are directed primarily to customers or other purchaser or users of Products the Product located in such countries, (iii) solicit orders for Products the Product from any prospective purchaser located in such countries, or (iv) sell or distribute Products the Product to any Person in such Party’s respective territory who intends to sell or has in the past sold Products the Product in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its respective territory, such Party shall will promptly refer that order to the other Party, and such Party shall will not accept any such orders; (d) neither Party shall will deliver or tender (or cause to be delivered or tendered) Products the Product into a country or region outside its respective territory; and (e) each Party shall will not, and shall will ensure that its Affiliates and their respective sublicensees shall will not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products Product in the other Party’s respective 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 purpose purposes of this Agreement, ZaiTPTX’s territory shall will mean the TPTX Territory and Xxxxxxxx’x LaNova’s territory shall will mean all countries and regions outside the LaNova Territory.

No Diversion. Each of Xxxxxxxx and Zai Party hereby covenants and agrees that (a) it shall notthat, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold to the Products, including via internet or mail order, outside its territory; (b) with respect to any country or Region outside its territoryextent not prohibited by Applicable Laws, it shall not, and shall ensure that its Affiliates Affiliates, distributors, and their (sub)licensees do not, knowingly promote, market, distribute for sale, import for sale, sell or have sold a Licensed Product in the other Party’s respective sublicensees Territory. With respect to any country in the other Party’s respective Territory, a Party shall not, and shall ensure that its Affiliates, distributors, and (sub)licensees do not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (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 Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) knowingly engage in any advertising or promotional activities relating to Products a Licensed Product that are directed primarily to customers or other purchaser or users of Products the Licensed Product located in such countriescountries in the other Party’s respective Territory, (iiib) actively solicit orders for Products the Licensed Product from any prospective purchaser located in such countriescountries in the other Party’s respective Territory, or (ivc) knowingly sell or distribute Products the Licensed Product to any Person person in such Party’s territory respective Territory who intends to sell (or has in the past sold Products in violation of this clause (c)) the Licensed Product in such countries; (c) if a countries in the other Party’s Execution Version respective Territory. If either Party receives any commercial order for any the Licensed Product from a prospective purchaser reasonably believed to be located in a region country in the other Party’s respective Territory or country outside its territoryfor use of the Licensed Product in the other Party’s respective Territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver (or tender tender) for sale (or cause to be delivered (or tendered) Products for sale) the Licensed Product into a country or region outside its territory; (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x territory shall mean all countries and regions outside the respective Territory.

No Diversion. Each of Xxxxxxxx TPTX and Zai hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or Region region outside its territory, it shall not, and shall ensure that its Affiliates and their respective sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in such countries (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 labeling labelling activities of the Products by Zai or its Affiliates outside the Territory and, in the event such Party is XxxxxxxxTPTX, Xxxxxxxx TPTX shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights), (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in such countries, (iii) solicit orders for Products from any prospective purchaser located in such countries, or (iv) sell or distribute Products to any Person in such Party’s territory who intends to sell or has in the past sold Products in such countries; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in a region or country outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) neither Party shall deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x TPTX’s territory shall mean all countries and regions outside the Territory.

No Diversion. Each of Xxxxxxxx and Zai Party hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates and sublicensees shall Sublicensees (in the case of 3D Medicines) or licensees, including Aravive Partners (in the case of Aravive) will not, directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, outside its in the other Party’s territory; (b) with . With respect to any country or Region outside its in the other Party’s territory, it a Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of 3D Medicines) or licensees, including Aravive Partners (in the case of Aravive) will not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries (except, for distribution of Licensed Products 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 Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (iib) knowingly engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (iiic) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (ivd) knowingly sell or distribute Licensed Products to any Person person in such Party’s territory who intends to sell or has in the past sold Licensed Products in such countries; (c) if a . If either Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a region or country outside its in the other Party’s territory, such Party shall promptly refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver or tender (or cause to be delivered or tendered) Licensed Products into a country or region outside its in the other Party’s territory; (e) each . Each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall Sublicensees (in the case of 3D Medicines) or licensees, including Aravive Partners (in the case of Aravive) will 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x territory shall mean all countries and regions outside the Territory.

No Diversion. Each of Xxxxxxxx and Zai Party hereby covenants and agrees that (a) that, during the Term of the Agreement, it shall not, and shall ensure that its Affiliates and sublicensees shall 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, outside its in the other Party’s territory; (b) with . With respect to any country or Region outside its in the other Party’s territory, it a Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall will not: (ia) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries (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 Xxxxxxxx, Xxxxxxxx shall have the right to maintain one or more warehouses in the Territory solely to support the Retained Rights)countries, (iib) knowingly engage in any advertising or promotional activities relating to Licensed Products that are directed primarily to customers or other purchaser or users of Licensed Products located in such countries, (iiic) actively solicit orders for Licensed Products from any prospective purchaser located in such countries, or (ivd) knowingly sell or distribute Licensed Products to any Person person in such Party’s territory who intends to sell or has in the past sold Licensed Products in such countries; (c) if a . If either Party receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a region or country outside its in the other Party’s territory, such Party shall promptly immediately refer that order to the other Party, Party and such Party shall not accept any such orders; (d) neither . Each Party shall not deliver or tender (or cause to be delivered or tendered) Licensed Products into a country or region outside its in the other Party’s territory; (e) each . Each Party shall not, and shall ensure that its Affiliates and their respective sublicensees shall will 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; . Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (fii) 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 (would be competitively harmful 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 purpose of this Agreement, Zai’s territory shall mean the Territory and Xxxxxxxx’x territory shall mean all countries and regions outside the Territorypublicly disclosed.