Common use of Diversion Clause in Contracts

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold the Licensed Product to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion). Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to the Licensed Product for use directed primarily to customers or other buyers or users of the Licensed Product located in any country or jurisdiction in the other Party’s territory or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for the Licensed Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) the Licensed Product to Third Parties for use in the other Party’s territory except in accordance with a Global Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory).

Diversion. Each Party covenants and agrees that it will shall not, and will shall ensure that its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees and Subcontractors will (with respect to Licensee) shall not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products, including via the Licensed Product Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, ; provided that each Party will shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the market, for their respective territory, Licensed Product Products to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion)6.7. Neither Party will shall engage, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to the any Licensed Product Products for use directed primarily to customers or other buyers or users of the Licensed Product Products located in any country country, jurisdiction or jurisdiction Region in the other Party’s territory territory, or solicit orders from any prospective purchaser located in any country country, jurisdiction or jurisdiction Region in the other Party’s territory. If a Party, its Affiliates, Third Party or its Affiliates Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for the Licensed Product Products for use from a prospective purchaser located in a country country, jurisdiction or jurisdiction Region in the other Party’s territory, then such Party will immediately shall immediately, but in any event within [* * *], refer that order to such other Party and will shall not accept any such orders. Neither Party willshall, nor will either Party permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) the any Licensed Product to Third Parties Products for use in the other Party’s territory except in accordance with a Global Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory)territory.

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and Subcontractors subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold the any Licensed Product Products to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion). Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to the any Licensed Product Products for use directed primarily to customers or other buyers or users of the Licensed Product Products located in any country or jurisdiction in the other Party’s territory territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for the any Licensed Product Products from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) the any Licensed Product Products to Third Parties for use in the other Party’s territory except in accordance with a Global Development Plan Plan, or Territory Development Planexcept in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). In additionNotwithstanding any provision to the contrary set forth in this Agreement, Partner each Party will have the right to attend conferences and its Affiliates will use reasonable efforts meetings of congresses in the other Party’s territory and to monitor promote and prevent exports of market the Licensed Product Products to Third Party attendees at such conferences and meetings, subject to this Section 7.5 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory)other Party’s territory.

Diversion. Each Party covenants and agrees that it will shall not, and will shall ensure that its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees and Subcontractors will (with respect to Licensee) shall not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products, including via the Licensed Product Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, ; provided that each Party will shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the market, for their respective territory, Licensed Product Products to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion)6.7. Neither Party will shall engage, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to the any Licensed Product Products for use directed primarily to customers or other buyers or users of the Licensed Product Products located in any country country, jurisdiction or jurisdiction region in the other Party’s territory territory, or solicit orders from any prospective purchaser located in any country country, jurisdiction or jurisdiction region in the other Party’s territory. If a Party, its Affiliates, Third Party or its Affiliates Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for the Licensed Product Products for use from a prospective purchaser located in a country country, jurisdiction or jurisdiction region in the other Party’s territory, then such Party will immediately shall immediately, but in any event within [* * *] hours, refer that order to such other Party and will shall not accept any such orders. Neither Party willshall, nor will either Party permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) the any Licensed Product to Third Parties Products for use in the other Party’s territory except in accordance with a Global Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory)territory.

Diversion. Each Neither Party agrees that it will notnor its Affiliates will, and each Party will take reasonable measures to ensure that its Affiliates Sublicensees, licensees and Sublicensees and Subcontractors will subcontractors do not, either directly or indirectly, promote, market, distribute, import, sell, or have sold the any Licensed Product to any Third Party or to any address or Internet Protocol address or the like in the other outside of such Party’s territory, Territory including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each either Party will have the right to attend attend, or have its designees attend, conferences and meetings of congresses in the other inside and outside of such Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetingsTerritory, subject to this Section 9.6 7.12 (Diversion). Neither ; provided that (a) if both Parties are attending the same conference or meeting, then the Parties will coordinate regarding such attendance, and (b) if a Party wishes to host a commercial booth with respect to any Licensed Product at any conference within the other Party’s Territory, then such Party will coordinate with the other Party regarding such booth. As applicable, (i) in the case of Thera, in any country or jurisdiction outside the Thera Territory, and (ii) in the case of Ionis, in the Thera Territory: 7.12.1 such Party and its Affiliates will not engage, nor permit its Affiliates or Sublicensees Sublicensees, licensees and subcontractors to engage, in any advertising or promotional activities relating to the any Licensed Product for use directed primarily to customers or other buyers or users of the Licensed Product located in any such country or jurisdiction in the other Party’s territory or jurisdiction; 7.12.2 such Party and its Affiliates will not solicit orders of the Licensed Products from any prospective purchaser located in any such country or jurisdiction in the other Party’s territory. If a jurisdiction; 7.12.3 such Party or and its Affiliates or Sublicensees receive any order for the Licensed Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territorywill not, then such Party will immediately refer that order to such other Party and will take reasonable measures to cause its Sublicensees, licensees and subcontractors not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) the any Licensed Product to Third Parties for use in the other Party’s territory except in accordance with a Global Development Plan such country or Territory Development Plan. In additionjurisdiction; and 7.12.4 if either Party or its Affiliates, Partner and its Affiliates will use reasonable efforts to monitor and prevent exports of the Sublicensees or licensees receive any order for any Licensed Product from a prospective purchaser located in any such country or jurisdiction, then such Party will immediately refer that order to the Territory for Commercialization outside the Territory, other Party or its designee and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of not accept any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory)orders.

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and Subcontractors subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold the any Licensed Product Products to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion). Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to the any Licensed Product Products for use directed primarily to customers or other buyers or users of the Licensed Product Products located in any country or jurisdiction in the other Party’s territory territory, or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for the any Licensed Product Products from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) the any Licensed Product Products to Third Parties for use in the other Party’s territory except in accordance with a Global Development Plan or Territory Joint Development Plan, to fulfill an obligation under this Agreement or the Supply Agreement to the other Party, or to perform a Junshi Clinical Trial in accordance with this Agreement, or except in connection with a Manufacturing Technology Transfer pursuant to Section 2.6(b) (Manufacturing Technology Transfer). In additionNotwithstanding any provision to the contrary set forth in this Agreement, Partner each Party will have the right to attend conferences and its Affiliates will use reasonable efforts meetings of congresses in the other Party’s territory and to monitor promote and prevent exports of market the Licensed Product Products to Third Party attendees at such conferences and meetings, subject to this Section 7.4 (Diversion). Each Party will have the right to engage key opinion leaders from outside its territory and to participate in education, advisory, and other activities relating to Licensed Products in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purposeother Party’s territory. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory).​

Diversion. Each Party covenants and agrees that it will shall not, and will shall ensure that its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) and Sublicensees and Subcontractors will (with respect to Licensee) shall not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Licensed Products, including via the Licensed Product Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, ; provided that each Party will shall have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the market, for their respective territory, Licensed Product Products to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion)‎6.7. Neither Party will shall engage, nor permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to engage, in any advertising or promotional activities relating to the any Licensed Product Products for use directed primarily to customers or other buyers or users of the Licensed Product Products located in any country country, jurisdiction or jurisdiction region in the other Party’s territory territory, or solicit orders from any prospective purchaser located in any country country, jurisdiction or jurisdiction region in the other Party’s territory. If a Party, its Affiliates, Third Party or its Affiliates Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) receive any order for the Licensed Product Products for use from a prospective purchaser located in a country country, jurisdiction or jurisdiction region in the other Party’s territory, then such Party will immediately shall immediately, but in any event within [* * *] hours, refer that order to such other Party and will shall not accept any such orders. Neither Party willshall, nor will either Party permit its Affiliates Affiliates, Third Party Licensees (with respect to Verastem) or Sublicensees (with respect to Licensee) to, deliver or tender (or cause to be delivered or tendered) the any Licensed Product to Third Parties Products for use in the other Party’s territory except in accordance with a Global Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory)territory.

Diversion. Each Subject to Applicable Law, each Party covenants and agrees that it will not, and will ensure that its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) and Sublicensees and Subcontractors will (with respect to JW) do not, either directly or indirectly, promote, market, distribute, import, sell, sell or have sold any Products, including via the Licensed Product Internet or mail order, to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territoryTerritory; provided, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, that each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory Territory and to promote and market the Licensed Product market, for their Territory, Products to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion)6.4. Neither Party will engage, nor or will permit its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) or Sublicensees (with respect to JW) to engage, in any advertising or promotional activities relating to the Licensed Product any Products for use directed primarily to customers or other buyers or users of the Licensed Product Products located in any country country, jurisdiction or jurisdiction region in the other Party’s territory Territory, or solicit orders from any prospective purchaser located that such Party has reason to believe intends to distribute such Product in any country country, jurisdiction or jurisdiction region in the other Party’s territoryTerritory. If a Party or any of its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) or Sublicensees receive (with respect to JW) receives any order for the Licensed Product Products for use from a prospective purchaser located that intends to distribute such Product in a country country, jurisdiction or jurisdiction region in the other Party’s territoryTerritory, then such Party will immediately promptly, but in any event within thirty (30) days of receipt, refer that order to such other Party and will not accept any such orders. Neither Except as otherwise provided herein, neither Party will, nor will either Party permit its Affiliates Affiliates, Third Party Licensees (with respect to TSVT) or Sublicensees (with respect to JW) to, deliver or tender (or cause or knowingly permit to be delivered or tendered) the Licensed Product to Third Parties any Products for use in the other Party’s territory except in accordance with a Global Development Plan or Territory Development PlanTerritory. In additionNotwithstanding the foregoing, Partner and its Affiliates will use reasonable efforts this Section 6.4 is not intended to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territorylimit, and will monitor and prevent off-label use not limit, TSVT’s retained rights as set forth in Section 8.5, including TSVT’s right to Exploit Products in the JW Territory outside the Field (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the Territory)Field.

Diversion. Each Party agrees that it will not, and will ensure that its Affiliates and Sublicensees and Subcontractors will not, either directly or indirectly, promote, market, distribute, import, sell, or have sold the Licensed Product to any Third Party or to any address or Internet Protocol address or the like in the other Party’s territory, including via the Internet or mail order. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right to attend conferences and meetings of congresses in the other Party’s territory and to promote and market the Licensed Product to Third Party attendees at such conferences and meetings, subject to this Section 9.6 (Diversion). Neither Party will engage, nor permit its Affiliates or Sublicensees to engage, in any advertising or promotional activities relating to the Licensed Product for use directed primarily to customers or other buyers or users of the Licensed Product located in any country or jurisdiction in the other Party’s territory or solicit orders from any prospective purchaser located in any country or jurisdiction in the other Party’s territory. If a Party or its Affiliates or Sublicensees receive any order for the Licensed Product from a prospective purchaser located in a country or jurisdiction in the other Party’s territory, then such Party will immediately refer that order to such other Party and will not accept any such orders. Neither Party will, nor will either Party permit its Affiliates or Sublicensees to, deliver or tender (or cause to be delivered or tendered) the Licensed Product to Third Parties for use in the other Party’s territory except in accordance with a Global ​ ​ Development Plan or Territory Development Plan. In addition, Partner and its Affiliates will use reasonable efforts or except in connection with a Manufacturing Technology Transfer pursuant to monitor and prevent exports of the Licensed Product from in the Territory for Commercialization outside the Territory, and will monitor and prevent off-label use outside the Field Article 7 (but otherwise in the Territory), in each case, using methods commonly used in the industry for such purpose. Partner will promptly inform Kiniksa of any such exports of Licensed Product for Commercialization outside the Territory or off-label use outside the Field (but otherwise in the Territory), and the actions taken to prevent such exports or off-label use. Partner agrees to take reasonable actions requested in writing by Kiniksa that are consistent with Applicable Laws to prevent export of the Licensed Product for Commercialization outside the Territory or for off-label use outside the Field (but otherwise in the TerritoryManufacturing).