Cross Territory Sales. (a) The Parties recognize that it is possible that Licensed Products originally sold by Partner (or its Affiliate, Sublicensee or distributor) in the Partner Territory may be imported and resold in the AVEO Territory or the KHK Territory. Partner shall take reasonable measures to prevent any such imports and/or sales, to the full extent permitted by law. Without limiting the foregoing, Partner shall, and shall cause its Affiliates, Sublicensees and distributors to, (a) label Licensed Products sold by it as being for sale in the Partner Territory (or a country thereof); and (b) refrain from selling Licensed Products to any entity that Partner or its Affiliate, Sublicensee or distributor has reason to believe will resell quantities of Licensed Product in the AVEO Territory or the KHK Territory. (b) The Parties recognize that it is possible that Licensed Products originally sold by AVEO or KHK (or its Affiliate, Other Licensee or distributor) in the AVEO Territory or KHK Territory may be imported and resold in the Partner Territory. AVEO shall, and shall procure that KHK shall, take reasonable measures to prevent any such imports and/or sales, to the full extent permitted by law. Without limiting the foregoing, AVEO shall, and shall cause its Affiliates, Sublicensees and distributors and KHK to, (a) label Licensed Products sold by it as being for sale in the AVEO Territory or KHK Territory (or a country thereof); and (b) other than as may occur pursuant to the Ophthotech Agreement, refrain from selling Licensed Products to any entity that AVEO or KHK or its Affiliate, Other Licensee or distributor has reason to believe will resell quantities of Licensed Product in the Partner Territory.
Appears in 2 contracts
Sources: License Agreement (Aveo Pharmaceuticals, Inc.), License Agreement (Aveo Pharmaceuticals Inc)