Horizon Territory definition
Examples of Horizon Territory in a sentence
During the Term, subject to the terms and conditions of this Agreement, AstraZeneca will Manufacture or have Manufactured and supply or have supplied to Horizon such quantities of Supplied Products, including samples, as requested by Horizon for use by Horizon and its Sublicensees in connection with activities with respect to Supplied Products in the Horizon Territory, including Exploitation activities in the Horizon Territory.
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.
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.
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.
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.
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.
Notwithstanding the foregoing, after the Execution Date Horizon shall be permitted to engage in discussions and negotiations with (i) Pozen, (ii) any Third Party that is providing any services to AstraZeneca or any of its Affiliates with respect to the study entitled [...***...] or (iii) Patheon Inc., Patheon Pharmaceuticals Inc., [...***...] and [...***...] with respect to the Manufacture or Product on behalf of Horizon solely for Exploitation in the Horizon Territory.
Neither AstraZeneca nor any Affiliate of AstraZeneca has received any written notice that any Person is suspected of infringing or misappropriating such intellectual property rights in the Horizon Territory.
AstraZeneca acknowledges and agrees that, except for the license rights granted to AstraZeneca pursuant to the License Agreement and the rights retained by AstraZeneca under this Agreement or the License Agreement, AstraZeneca shall not receive any rights to any of Horizon’s intellectual property or Regulatory Documentation by virtue of this Agreement or any Ancillary Agreement in the Horizon Territory.