Common use of Cross-Territorial Restrictions Clause in Contracts

Cross-Territorial Restrictions. Luoxin hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees will not, intentionally or knowingly, either directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, into countries outside the Luoxin Territory. As to such countries outside the Luoxin Territory (which are exclusively reserved for Synergy), Luoxin shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) 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, (c) solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) sell or distribute Licensed Products to any person in the Luoxin Territory who intends to sell or has in the past sold Licensed Products in such countries. If Luoxin receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country outside the Luoxin Territory, Luoxin shall immediately refer that order to Synergy and Luoxin shall not accept any such orders. Luoxin shall not, intentionally or knowingly, deliver or tender (or cause to be delivered or tendered) Licensed Products into a country outside of the Luoxin Territory. Luoxin shall not, and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner Synergy’s exercise of its retained exclusive rights outside of the Luoxin Territory.

Cross-Territorial Restrictions. Luoxin SAMR hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and sublicensees will not, intentionally or knowingly, either directly or indirectly, promote, market, distribute, import, sell or have sold the Licensed Products, including via internet or mail order, into countries outside the Luoxin Applicable Territory. As to such countries outside the Luoxin Applicable Territory (which are exclusively reserved for SynergyAridis), Luoxin SAMR shall not, and shall ensure that its Affiliates and their respective sublicensees will not: (a) establish or maintain any branch, warehouse or distribution facility for Licensed Products in such countries, (b) 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, (c) solicit orders for Licensed Products from any prospective purchaser located in such countries, or (d) sell or distribute Licensed Products to any person in the Luoxin Applicable Territory who intends to sell or has in the past sold Licensed Products in such countries. If Luoxin SAMR receives any order for any Licensed Product from a prospective purchaser reasonably believed to be located in a country outside the Luoxin Applicable Territory, Luoxin SAMR shall immediately refer that order to Synergy Aridis and Luoxin SAMR shall not accept any such orders. Luoxin SAMR shall not, intentionally or knowingly, deliver or tender (or cause to be delivered or tendered) Licensed Products into a country outside of the Luoxin Applicable Territory. Luoxin SAMR shall not, and shall ensure that its Affiliates and their respective sublicensees will not, knowingly restrict or impede in any manner SynergyAridis’s exercise of its retained exclusive rights outside of the Luoxin Applicable Territory.