Common use of Exclusivity in the Territory Clause in Contracts

Exclusivity in the Territory. (a) The Parties agree that the Group shall have the exclusive jurisdiction of the HK E-Commerce Business in the Territory during the JV Term. Other than the revenue arising from sales through ▇▇▇.▇▇▇.▇▇▇ as described in Section 6.5(b) below, all revenue and income arising from: (i) orders shipped to consumers residing in the Territory, and (ii) orders originated from consumers residing in the Territory, in each case through whatever method (online or offline) shall belong to the Group or the PRC Group, as applicable. (b) Notwithstanding anything to the contrary herein or in the IP License Agreement, General Nutrition Corporation may continue to sell Products on a passive basis to consumers based within the Territory through ▇▇▇.▇▇▇.▇▇▇ for a period of nine (9) months following execution of this Agreement. During such time, General Nutrition Corporation will use commercially reasonable efforts to redirect consumers based within the Territory from ▇▇▇.▇▇▇.▇▇▇ to ▇▇▇.▇▇▇.▇▇▇.▇▇ and, if General Nutrition Corporation is unable to redirect consumers based within the Territory, General Nutrition Corporation may sell Products to such consumers through ▇▇▇.▇▇▇.▇▇▇ but shall pay a 15% royalty to the Company on its Net Sales (as defined in the IP License Agreement) of such Products, which shall be payable in a lump sum within fifteen (15) Business Days following the end of the month in which such nine (9) month period expires.

Exclusivity in the Territory. (a) The Parties agree that the Group shall have the exclusive jurisdiction of the HK E-Commerce PRC Business in the Territory during the JV Term. Other than the revenue arising from sales through ▇▇▇.▇▇▇.▇▇▇ as described in Section 6.5(b) below, all revenue and income arising from: (i) orders shipped to consumers residing in the Territory, and (ii) orders originated from consumers residing in the Territory, in each case through whatever method (online or offline) shall belong to the Group or the PRC HK Group, as applicable. (b) Notwithstanding anything to the contrary herein or in the IP License Agreement, General Nutrition Corporation may continue to sell Products on a passive basis to consumers based within the Territory through ▇▇▇.▇▇▇.▇▇▇ for a period of nine (9) months following execution of this Agreement. During such time, General Nutrition Corporation will use commercially reasonable efforts to redirect consumers based within the Territory from ▇▇▇.▇▇▇.▇▇▇ to ▇▇▇.▇▇▇.▇▇▇.▇▇ and, if General Nutrition Corporation is unable to redirect consumers based within the Territory, General Nutrition Corporation may sell Products to such consumers through ▇▇▇.▇▇▇.▇▇▇ but shall pay a 15% royalty to the HK Company on its Net Sales (as defined in the IP License Agreement) of such Products, which shall be payable in a lump sum within fifteen (15) Business Days following the end of the month in which such nine (9) month period expires.