Ex-Territory Restrictions Sample Clauses

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Ex-Territory Restrictions. Except as otherwise provided and solely in the manner permissible under this Agreement, the licenses granted are solely for the stated Territory. Licensee and its Affiliates agree not to sell the Compound, Product and/or the Licensed Product to any Third Party outside the Territory or to sell Compound and/or Licensed Product to any Third Party that Licensee or its Affiliates have reason to believe will resell the Compound, Product and/or the Licensed Product outside the Territory in breach of this Agreement. Licensee shall (a) include language on the packaging of such Licensed Product indicating that such Licensed Product is “not for resale” outside the initial country of sale and (b) implement a system of batch control and tracing which will enable the identification and batch tracing of any such Licensed Product which are subsequently re-exported outside the Territory. In addition, Licensee shall use its best efforts, including but not limited to including provisions in its customer contracts and purchase orders, to ensure that all of its customers and any subsequent purchasers of the Licensed Product in all countries of the Territory shall not sell, distribute, export or donate the Licensed Product or offer the Licensed Product for sale or donation outside the initial country of sale. If MPP or Pfizer becomes aware of any Commercialization of Licensed Product outside the Territory in breach of this Agreement, MPP or Pfizer (itself or through MPP) shall provide the relevant information to Licensee, and Licensee shall promptly take all possible steps to prevent any further re-exports through the distribution channel or channels identified in such information.
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Related to Ex-Territory Restrictions

  • Selling Restrictions (i) Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x) engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under a pending Fixed Purchase Notice, a pending VWAP Purchase Notice or a pending Additional VWAP Purchase Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such Fixed Purchase Notice, such VWAP Purchase Notice or such Additional VWAP Purchase Notice (as applicable) to the purchaser thereof or the applicable Broker-Dealer upon such Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement. (ii) In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

  • Geographic Restrictions The owner of the Website is based in the State of New York in the United States. We provide this Website for use only by persons located in the United States, and it may only be available to people located in the United States. We make no claims that the Website or any of its content is available or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.