Unauthorized Sales by Salix Sample Clauses

Unauthorized Sales by Salix. Salix (a) shall, and shall cause its Affiliates, Sublicensees and Distributors to, distribute, market, promote, offer for sale and sell the Licensed Products only in (i) the Human Excluding HIV/AIDS/ID/Pediatric Field in the Salix Human Excluding HIV/AIDS/ID/Pediatric Territory; (ii) the HIV/AIDS/Pediatric Field in the Salix HIV/AIDS/Pediatric Territory; and (iii) the ID Field in the Salix ID Territory and, (b) to the extent consistent with Applicable Law, shall not, and shall not permit its Affiliates and shall use commercially reasonable efforts to not permit Sublicensees or Distributors to, distribute, market, promote, offer for sale or sell the Licensed Products (i) to any Person in fields of use and countries other than those as specified in the preceding clause (a) or (ii) to any Person in the fields of use and countries as specified in the preceding clause (a) that Salix, or its Affiliates, Sublicensees or Distributors, as applicable, knows (A) is likely to distribute, market, promote, offer for sale or sell the Licensed Products in fields of use and countries other than those as specified in the preceding clause (a) or assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold the Licensed Products in fields of use and countries other than those as specified in the preceding clause (a) or assisted another Person to do so. Such commercially reasonable efforts with respect to Sublicensees and Distributors shall include obtaining their written agreement to an undertaking at least as restrictive with respect to such Sublicensees and Distributors as the preceding sentence is with respect to Salix and its Affiliates, and enforcing such right in an appropriate manner. If Salix or any of its Affiliates, Distributors or Sublicensees receives any orders for the Licensed Products for fields of use and countries other than those specified in clause (a) of the first sentence of this Section 9.3.1, it shall promptly refer such orders to Napo. For the avoidance of doubt, Salix shall not, and shall not permit its Affiliates and shall use commercially reasonable efforts to not permit its Sublicensees or Distributors to, distribute, market, promote, offer for sale or sell the Licensed Products (i) in any country within the Glenmark Territory (as defined in the Glenmark Agreement) until Salix or its Affiliates or Sublicensees have obtained Approval of such Licensed Product for an indication other than a...
Sample 1
AutoNDA by SimpleDocs
Unauthorized Sales by Salix. Salix (i) shall, and shall cause its Affiliates to, distribute, market, promote, offer for sale and sell the Lumacan Products only in the Field in the Salix Territory and (ii) shall not, and shall not permit its Affiliates to, distribute, market, promote, offer for sale or sell Lumacan Products (A) to any Person in fields of use and countries other than those as specified in the preceding clause (i) or (B) to any Person in the fields of use and countries as specified in the preceding clause (i) that Salix or its Affiliates, as applicable, knows (y) is likely to distribute, market, promote, offer for sale or sell Lumacan Products in fields of use and countries other than those as specified in the preceding clause (i) or assist another Person to do so, or (z) has directly or indirectly distributed, marketed, promoted, offered for sale or sold Lumacan Products in fields of use and countries other than those as specified in the preceding clause (i) or assisted another Person to do so. If Salix or its Affiliates receives any orders for Lumacan Products for fields of use and countries other than those specified in clause (i) of the first sentence of this Section 7.8(a), it shall promptly refer such orders to Photocure. In addition, neither Salix nor its Affiliates shall sell or otherwise provide, directly or indirectly, Lumacan Products to any Sublicensee or distributor in excess of amounts reasonably required to meet local demand in the country or other territory in respect of which the Sublicensee or distributor is authorized to distribute, market, promote, offer for sale or sell Lumacan Products.
Sample 1
Unauthorized Sales by Salix. (i) Salix (A) shall, and shall cause its Affiliates to, distribute, market, promote, offer for sale and sell the Covered Products only in the applicable Salix Territory and (B) shall not, and shall not permit its Affiliates to, distribute, market, promote, offer for sale or sell Covered Products (1) to any Person outside the applicable Salix Territory or (2) to any Person in the applicable Salix Territory that Salix or its Affiliates, as applicable, knows (y) is likely to distribute, market, promote, offer for sale or sell Covered Products outside the applicable Salix Territory or assist another Person to do so, or (z) has directly or indirectly distributed, marketed, promoted, offered for sale or sold Covered Products outside the applicable Salix Territory or assisted another Person to do so. If Salix or its Affiliates receives any orders for Covered Products for countries outside the applicable Salix Territory, it shall promptly refer such orders to Cosmo. (ii) In addition, neither Salix nor its Affiliates shall sell or otherwise provide, directly or indirectly, Covered Products to any licensee, sublicensee or distributor in excess of amounts reasonably required to meet local demand in the country or other territory in respect of which the licensee, sublicensee or distributor is authorized to distribute, market, promote, offer for sale or sell Covered Products. (iii) Notwithstanding the foregoing, Cosmo acknowledges and agrees that certain advertising, promotion or marketing of the Covered Products, including the advertising, promotion and marketing of the Covered Products through the use of the internet and at conferences and seminars held in the applicable Salix Territory, may reach Persons outside the applicable Salix Territory, and Salix shall not be in breach of this Agreement so long as (A) the objective of such advertising, promotion or marketing is to reach Persons in the applicable Salix Territory or otherwise to promote sales of the Covered Products in the applicable Salix Territory, and (B) the receipt by Persons located outside the applicable Salix Territory of such advertising, promotion or marketing of the Covered Products is merely incidental to the objectives of such advertising, promotion or marketing. In addition, Cosmo acknowledges and agrees that Salix and its Affiliates may attend and give presentations (including seminars, “poster-board” presentations, and industry booths) regarding the Covered Products at conferences or seminars an...
Sample 1

Related to Unauthorized Sales by Salix

  • Unauthorized Transactions You are not responsible for unauthorized Transactions. A Transaction is considered an “unauthorized Transaction” if we complete an investigation and determine that: • The Account was used by someone other than you; • You did not receive any benefit from the Transaction; • You co-operated fully with us in our investigation; and • You followed your responsibilities under this Agreement, including in these sections: i. “Unauthorized Transactions” , ii. “Using the Account”

  • Unauthorized Settlements To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

  • UNAUTHORIZED TRANSFERS To report a lost or stolen Card, PIN, Access Code or any combination thereof, You will call Us at the telephone number shown in this Agreement. You may also report the loss of a Card, PIN, Access Code or any combination thereof, by writing to Us at the address shown in this Agreement. You should also call the number or write to the address listed above if You believe a transfer has been made using the information from Your check without Your permission.

  • Acquisition of Shares by Third Party Other than an affiliate of EVe Mobility Acquisition Sponsor I LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition;

  • Circumvention of TIPS Sales When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being completed may result in immediate termination of Vendor’s TIPS Contract(s) for cause as well as preclusion from future TIPS opportunities at TIPS sole discretion.

  • Unauthorized Use or Disclosure The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure.

  • No Unauthorized Use or Disclosure Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • Your Liability for Unauthorized Transfers Immediately following your discovery of an unauthorized Payment Instruction, you shall communicate with customer care for the Service in the manner set forth in Section 6 of the General Terms above. You acknowledge and agree that time is of the essence in such situations. If you tell us within two (2) Business Days after you discover your password or other means to access your account through which you access the Service has been lost or stolen, your liability is no more than $50.00 should someone access your account without your permission. If you do not tell us within two (2) Business Days after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of your password or other means to access your account if you had told us, you could be liable for as much as $500.00. If your monthly financial institution statement contains payments that you did not authorize, you must tell us at once. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) prevented you from telling us, we will extend the time periods specified above to a reasonable period.

  • Liability for Unauthorized Transactions Protection from Unauthorized Transactions What is an Unauthorized Transaction What is not considered an Unauthorized Transaction Reporting an Unauthorized Transaction Error Resolution What is an Error

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!