Licensee Restrictions. As permitted by Law, Licensee shall not, and shall ensure that its Affiliates will not, either directly or indirectly, knowingly promote, market, distribute, import, sell or have sold any Product, including via internet or mail order, into the Licensor Territory. As to the Licensor Territory, Licensee shall not, and shall ensure that its Affiliates will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in the Licensor Territory, (ii) engage in any advertising or promotional activities relating to any Product that are directed primarily to customers or other purchasers or users of such Product located in the Licensor Territory, (iii) solicit orders for such Product from any prospective purchaser located in the Licensor Territory, (iv) sell or distribute any such Product to any person in the Licensee Territory who it knows intends to sell such Product in the Licensor Territory or (v) deliver or tender (or cause to be delivered or tendered) any Product into a country in the Licensor Territory. If Licensee receives any order from a prospective purchaser located in the Licensor Territory, then Licensee shall immediately refer that order to Licensor, and Licensee shall not accept any such orders.
Appears in 2 contracts
Sources: License Agreement (Jaguar Health, Inc.), License Agreement (Jaguar Health, Inc.)