Examples of Horizon Territory in a sentence
Horizon (a) shall, and shall cause its Affiliates and its and their respective Sublicensees and distributors to, distribute, market, promote, offer for sale and sell the Product and the Other Products only in the Horizon Territory, and (b) shall not, and shall not permit its Affiliates and its and their respective Sublicensees or distributors to, distribute, market, promote, offer for sale or sell the Product or any Other Product directly or indirectly to any Person for use in the AstraZeneca Territory.
In the event that any Supplied Product is Recalled in the Horizon Territory, Horizon shall be responsible for all costs and expenses related to such Recall and shall reimburse AstraZeneca or its applicable Pass-Through Affiliate for any out-of-pocket expenses incurred in connection with any such Recall, including any amounts payable to any Pass-Through Supply Vendors with respect thereto.
For changes to the Product Specifications or Manufacturing Process proposed by Horizon (including any change that is required solely by a Regulatory Authority in the Horizon Territory), Horizon promptly shall reimburse AstraZeneca for all reasonable internal and external costs incurred by AstraZeneca or any Pass-Through Affiliate (including any and all costs AstraZeneca or any Pass-Through Affiliate must pay to a Pass-Through Supply Vendor) in connection with the implementation of any such change.
AstraZeneca shall cause its Affiliates and its and their respective licensees, sublicensees and distributors to notify AstraZeneca of any receipt of any orders for the Product or any Other Product in the Horizon Territory.
Subject to the terms of this Agreement, the Asset Purchase Agreement and the Supply Agreement, from and after the Effective Date, Horizon shall have the sole right and responsibility with respect to the Manufacture and Exploitation of Products and Other Products in the Horizon Territory.
If AstraZeneca or any of its Affiliates receives or becomes aware of the receipt by a licensee, sublicensee or distributor of any orders for the Product or any Other Product in the Horizon Territory, such Person shall refer such orders to Horizon.
In particular we would like clarification as to what extent the responsibility can be held to the current fee recipient as a result of the actions of the previous or another fee recipient failing to comply with this section.
AstraZeneca hereby grants to Horizon, effective as of the Transfer Date, a non-exclusive, royalty-free sublicense, with the right to grant sublicenses through multiple tiers solely to Sublicensees, under the Licensed Technology to develop, make and have made (but not market, sell or otherwise commercialize) Products in the Field of Use in the AstraZeneca Territory solely in support of the development, commercialization or other exploitation of the Products in the Field of Use in the Horizon Territory.
By signing this Agreement, each Party agrees to conduct its activities under this Agreement (including, in the case of AstraZeneca, Manufacture, research, development, import and export of Products and Other Products in the Horizon Territory, and the Manufacture and Exploitation of Products and Other Products in the AstraZeneca Territory) in a manner that is consistent with Law, including Anti-Corruption Law, and good business ethics.
Neither AstraZeneca nor any Affiliate or Third Party engaged by it, in any capacity, in connection with the Manufacture of the Product has received in the past [...***...] years or is currently subject to a Warning Letter (as defined in the Act) with respect to any facility manufacturing Product for Exploitation in the Horizon Territory.