General Activities. Except as otherwise expressly provided herein, Licensee shall have the sole right for developing and commercializing Licensed Products for use in the Licensed Field of Use and Ganeden shall have the sole right for developing and commercializing Licensed Products for use in the Excluded Fields of Use. Each Party shall ensure that any sale, distribution or other transfer of a Licensed Product shall be subject to the appropriate label license (or other reasonable restrictions) under which such Licensed Product may only be marketed, promoted, and sold for use in its respective fields of use (with respect to Licensee, the Licensed Field of Use and with respect to Ganeden, the Excluded Fields of Use). Each Party shall use commercially reasonable efforts to prevent any Licensed Product sold or otherwise distributed by, or under the authority of, it or its Affiliates or licensees or sublicensees, directly or indirectly, from being sold, distributed or otherwise transported for use outside its respective fields of use (with respect to Licensee, the Excluded Fields of Use and with respect to Ganeden, the Licensed Field of Use). Each Party shall promptly notify the other Party in the event it or its Affiliate or licensee or sublicensee has reason to believe that any such Licensed Product sold or otherwise distributed has been or will be used outside its respective fields of use, and each Party shall not sell or otherwise distribute Licensed Product to any Third Party if it or its Affiliate or licensee or sublicensee knows, or has reason to know, that such Licensed Product may be sold or transferred, directly or indirectly, for use outside its respective fields of use.
Appears in 2 contracts
Sources: Intellectual Property License Agreement, Intellectual Property License Agreement (Schiff Nutrition International, Inc.)