Foreign Countries Sample Clauses

Foreign Countries. Except as provided in this Section, Distributor may not sell Products into a foreign country without Licensor’s prior written approval of such country, which approval may be withheld in Licensor’s commercially reasonable discretion. In order to seek such approval, Distributor must first send Licensor a written notice identifying: (i) the country; (ii) the names and addresses of the customers in such country to whom Distributor intends to sell Products; (iii) the quantity and types of Products Distributor intends to sell in such country; and (iv) a list of the Marks, Copyrights and Patents, if any, relating to such Products. Distributor agrees, at its sole expense, to conduct all additional due diligence that Licensor reasonably specifies to determine whether any of the Intellectual Property associated with the Products or the marketing of the Products infringes on the rights of any third party under the laws of such country. Licensor agrees to cooperate with Distributor in conducting such additional due diligence. If it is determined that the Intellectual Property infringes on the rights of any third party under the laws of the country, Distributor may not sell Products into such country. If it is determined that the Intellectual Property does not infringe on the rights of any third party under the laws of the country, Licensor may condition its approval of the country on first registering, applying to register, or taking such other actions that may be necessary or desirable to protect and perfect Licensor’s (or Licensor’s licensors) interests in the Intellectual Property. Distributor may not register, apply to register or otherwise attempt to secure any rights to the Intellectual Property under its own name or any name other than Licensor or the name of a person identified by Licensor. Distributor agrees to cooperate with Licensor in: (i) registering or otherwise protecting the Intellectual Property with any applicable governmental authority within such country to the extent required or desirable to fully protect Licensor’s rights under applicable law; and (ii) maintaining or perfecting such registration or other protection of the Intellectual Property. Distributor agrees to promptly reimburse Licensor for all costs that Licensor incurs in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ...

Foreign Countries. The parties agree that for any Additional Services performed in countries other than the United States, if the compensation for such Additional Services is paid in the local currency, the payments for such Additional Services will be subject to adjustment for the cost of living in such countries using the index in that country that is the most similar to the CPI.

Foreign Countries. ENDO shall be solely responsible for preparing and filing any documents and attending any meetings necessary to obtain any approvals (including any labeling, pricing and reimbursement approvals) from any applicable governmental entities necessary to market and/or sell the Licensed Product in any Foreign Country. The parties acknowledge and agree that, notwithstanding any other provision of this Agreement, ENDO shall have no obligation to sell or have sold, or to seek to sell or have sold, Licensed Product in any Foreign Country if ENDO believes, in its reasonable discretion, that such actions would jeopardize the U.S. market for Licensed Products.

Foreign Countries. Hospira, at its sole cost and expense, shall use reasonable commercial efforts to obtain, maintain and keep current all additional Regulatory Approvals, if any, for the Products in all countries outside the United States in which Hospira decides to market and sell any Products. ICU shall, at its sole cost and expense, assist Hospira in preparing the regulatory submissions, including generating any data required for such submissions, and shall consult with and advise Hospira in responding to questions from any Regulatory Authority regarding any such submissions for any Products. Hospira shall be the sole owner of any submission to a Regulatory Authority filed by it pursuant to this Agreement.

Foreign Countries. Licensee agrees not to use or export any of the Licensed Software within or to any foreign country to which the United States has embargoed goods and services.

Foreign Countries. Neither the Company nor its Subsidiaries currently conduct, nor in the past four years have conducted, any business directly with entities in the Balkans, Belarus, Burma, the Ivory Coast, Cuba, the Democratic Republic of Congo, Iran, Iraq, the former Liberian regime of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, North Korea, Sudan, Syria or Zimbabwe.