Licensor Restrictions. As permitted by Law, Licensor 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 countries in the Licensee Territory. As to such countries in the Licensee Territory, Licensor shall not, and shall ensure that its Affiliates will not: (i) establish or maintain any branch, warehouse or distribution facility for any Product in such countries for the sale of such Product in such country, (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 such countries, (iii) solicit orders from any prospective purchaser located in such countries, (iv) sell or distribute any Product to any person in the Licensor Territory who it knows intends to sell any Product in such countries or (v) deliver or tender (or cause to be delivered or tendered) any Product into a country in the Licensee Territory. If Licensor receives any order from a prospective purchaser located in the Licensee Territory, then Licensor shall immediately refer that order to Licensee, and Licensor shall not accept any such orders.
Appears in 2 contracts
Sources: License Agreement (Jaguar Health, Inc.), License Agreement (Jaguar Health, Inc.)