Common use of Territorial Restrictions Clause in Contracts

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Designated Parties to, Develop or Commercialize the Products directly or indirectly (i) for use outside the Territory or (ii) in the Territory where Licensee or any of its Affiliates or any of its Designated Parties or its or their licensees, sub-licensees or distributors knows or should, based on verifiable information known to them, know that Person is likely to Develop or Commercialize any Product for use outside the Territory or assist another Person to do so, or has directly or indirectly Developed or Commercialized any Product for use outside the Territory or assisted another Person to do so. If Licensee or any of its Designated Parties or Affiliates receives or becomes aware of any orders for any Product for use outside the Territory (whether for the relevant Indication otherwise), Licensee shall, and shall cause its Designated Party to, refer such information and orders to Licensor and not supply any Product in response to any such order. Licensee shall cause its Affiliates and its Designated Parties to notify Licensor of any receipt of any orders for any Product for use outside the Territory. (b) Licensor shall not, and shall not permit any of its Affiliates or Third Party sub-licensees to, Develop or Commercialize the Products directly or indirectly (i) for commercial use in the Territory or (ii) outside the Territory where Licensor or any of its Affiliates knows or should, based on verifiable information known to them, know that Person is likely to Develop or Commercialize any Product for commercial use in the Territory or assist another Person to do so, or has directly or indirectly Developed or Commercialized any Product for commercial use in the Territory or assisted another Person to do so. If Licensor or any of its Affiliates receives or becomes aware of any orders for any Product for commercial use in the Territory (whether for the relevant Indication otherwise), such Person shall refer such orders to Licensee and not supply any Product in response to any such order. Licensor shall cause its Affiliates to notify Licensee of any receipt of any orders for any Product for commercial use in or for the Territory.

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Designated Parties toAffiliates or any of its and their licensees, Develop Sublicensees or Commercialize distributors to knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use outside the Territory or (ii) to any Person in the Territory where that Licensee or any of its Affiliates or any of its Designated Parties or its or their licensees, sub-licensees Sublicensees or distributors knows or should, based on verifiable information known to them, know that Person (A) is likely to Develop distribute, market, promote, offer for sale or Commercialize sell any Licensed Product for commercial use outside the Territory or assist Assist another Person to do so, or (B) has directly or indirectly Developed distributed, marketed, promoted, offered for sale or Commercialized sold any Licensed Product for commercial use outside the Territory or assisted Assisted another Person to do so. If Licensee or any of its Designated Parties or Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for any Licensed Product for use outside the Territory (whether for the relevant Indication otherwise)Territory, Licensee shall, and such Person shall cause its Designated Party to, refer such information and orders to Licensor and not supply any Product in response to any such orderArQule. Licensee shall cause its Affiliates and its Designated Parties and their licensees, Sublicensees and distributors to notify Licensor ArQule of any receipt of any orders for any Licensed Product for use outside the Territory. (b) Licensor ArQule shall not, and shall not permit any of its Affiliates or Third Party sub-licensees toany of its and their (sub)licensees or distributors to knowingly distribute, Develop market, promote, offer for sale or Commercialize sell the Licensed Products directly or indirectly (i) to any Person for commercial use in the Territory or (ii) to any Person outside the Territory where Licensor that ArQule or any of its Affiliates or any of its or their (sub)licensees or distributors knows or should, based on verifiable information known to them, know that Person (A) is likely to Develop distribute, market, promote, offer for sale or Commercialize sell any Licensed Product for commercial use in the Territory or assist Assist another Person to do so, or (B) has directly or indirectly Developed distributed, marketed, promoted, offered for sale or Commercialized sold any Licensed Product for commercial use in the Territory or assisted Assisted another Person to do so. If Licensor ArQule or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the Territory (whether for the relevant Indication otherwise)Territory, such Person shall refer such orders to Licensee and not supply any Product in response to any such orderLicensee. Licensor ArQule shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in or for the Territory.

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Designated Parties to, Develop develop or Commercialize the Products directly or indirectly (i) to any Person for use outside the Territory or (ii) to any Person in the Territory where that Licensee or any of its Affiliates or any of its Designated Parties or its or their licensees, sub-licensees or distributors knows or should, based on verifiable information known to them, know that Person who is likely to Develop develop or Commercialize any Product for use outside the Territory or assist another Person to do so, or who has directly or indirectly Developed developed or Commercialized any Product for use outside the Territory or assisted another Person to do so. If Licensee or any of its Designated Parties or Affiliates receives or becomes aware of the receipt by a licensee, sub-licensee or distributor of any orders for any Product for use outside the Territory (whether for the relevant Indication otherwise)Territory, Licensee shall, and such Person shall cause its Designated Party to, refer such information and orders to Licensor and not supply any Product in response to any such orderLicensor. Licensee shall cause its Affiliates and its Designated Parties to notify Licensor of any receipt of any orders for any Product for use outside the Territory. (b) . Licensor shall not, and shall not permit any of its Affiliates or Third Party sub-licensees to, Develop develop or Commercialize the Products directly or indirectly (i) to any Person for commercial use in the Territory or (ii) to any Person outside the Territory where that Licensor or any of its Affiliates knows or should, based on verifiable information known to them, know that Person who is likely to Develop develop or Commercialize any Product for commercial use in the Territory or assist another Person to do so, or who has directly or indirectly Developed developed or Commercialized any Product for commercial use in the Territory or assisted another Person to do so. If Licensor or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Product for commercial use in the Territory (whether for the relevant Indication otherwise)Territory, such Person shall refer such orders to Licensee and not supply any Product in response to any such orderLicensee. Licensor shall cause its Affiliates to notify Licensee of any receipt of any orders for any Product for commercial use in or for the Territory.

Territorial Restrictions. (ai) Licensee shall not, and shall not permit any of its Affiliates or Designated Parties to, Develop or Commercialize sell the Products directly or indirectly (iincluding via the Internet or mail order) for use (x) to any Person outside the Territory (including internet address or the like outside the Territory) or (iiy) to any Person in the Territory where that Licensee or any of its Affiliates or any of its Designated Parties or its or their licenseesParties, sub-licensees or distributors knows (or should, based on verifiable information known is reasonably expected to them, know that Person know) who is likely to Develop or Commercialize any Product for use outside the Territory or assist another Person to do so, or who has directly or indirectly Developed developed or Commercialized any Product for use outside the Territory or assisted another Person to do so. Licensee shall not, and shall not permit any of its Affiliates, or Designated Parties to, engage in any advertising or promotional activities relating to the Product directed primarily to customers, buyers or users outside the Territory. Without limiting the foregoing and to the extent permitted by the Applicable Law, Licensee shall, and shall cause any of its Affiliates, or Designated Parties to, work with designated cross-border E-Commerce Platforms to implement a technically feasible solution to block the electronic orders for the Product placed via any IP address outside the Territory. If Licensee or any of its Affiliates, or Designated Parties or Affiliates Party receives or becomes aware of the receipt of any orders for any Product for use outside the Territory (whether for the relevant Indication otherwise)Territory, Licensee shall, and it shall cause its Designated Party to, refer such information and orders to Licensor and not supply any Product in response to any such orderLicensor. Licensee shall cause its Affiliates and its Affiliates, or Designated Parties to notify Licensor of any receipt of any orders for any Product for use outside the Territory. In addition, Licensee shall not permit any of its Designated Parties in the Markets of Taiwan, Singapore and United Arab Emirates (excluding Hong Kong and Macao) to accept any orders from and deliver the Product to the Mainland China Market. (bii) Licensor shall not, and shall not permit any of its Affiliates or Third Party sub-licensees (sub)licensees to, Develop or Commercialize sell the Products directly or indirectly (iincluding via the Internet or mail order) (x) to any Person (other than Licensee, its Affiliates, or Designated Parties) for commercial use in the Territory or (iiy) to any Person outside the Territory where that Licensor or any of its Affiliates knows (or should, based on verifiable information known are reasonably expected to them, know that Person know) who is likely to Develop or Commercialize any Product for commercial use in the Territory or assist another Person to do so, or who has directly or indirectly Developed or Commercialized any Product for commercial use in the Territory or assisted another Person to do so. Licensor shall not, and shall not permit any of its Affiliates or Third Party (sub)licensees to, engage in any advertising or promotional activities relating to the Product directed primarily to customers, buyers or users in the Territory. If Licensor or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Product for commercial use in the Territory (whether for the relevant Indication otherwise)Territory, such Person shall refer such orders to Licensee and not supply any Product in response to any such orderLicensee. Licensor shall cause its Affiliates to notify Licensee of any receipt of any orders for any Product for commercial use in or and for the Territory. (iii) If either Party reasonably believes that any Third Party is directly or indirectly commercializing or facilitating the Commercialization of the Product in the other Party’s territory, such Party shall notify the other Party in writing. After delivery and receipt of such notice, the Parties will promptly meet to discuss in good faith and mutually agree on potential remedies for such market intrusion which are appropriate in the circumstances and both Parties shall coordinate with each other to implement appropriate remedies, including with limitation file a joint warning or lawsuit against such Third Party, or limiting the supply to such Third Party, or cause to be terminated the distributorship with such Third Party.