Common use of ROW Territory Clause in Contracts

ROW Territory. Alkermes retains all of its rights to use, sell, manufacture, offer for sale and import the Products in the ROW Territory. During the period beginning on the Effective Date and ending one hundred eighty (180) days thereafter (the "Option Period"), Alkermes shall not enter into any agreement or negotiation with any Third Party regarding a license of the rights to use, sell, offer for sale and import the Products in the ROW Territory. If during the Option Period Cephalon notifies Alkermes in writing of its desire to enter into an exclusive license to use, sell, offer for sale and import the Products in the ROW Territory, then Alkermes shall exclusively negotiate with Cephalon in good faith a definitive agreement for such an exclusive license containing customary representations, warranties, covenants and agreements, satisfactory in form and substance to the Parties and their legal advisors, as are necessary or appropriate for transactions of this type. If Cephalon does not notify Alkermes of its desire to enter into such an exclusive license within the Option Period, or if at the end of the Option Period Alkermes and Cephalon are unable to agree on terms for such a definitive license, then Alkermes shall be free to use, sell, manufacture, offer for sale and import the Products in the ROW Territory itself or to initiate discussions and execute a license with one or more Third Parties to do so, with no further obligation to Cephalon under this Agreement. [**].

ROW Territory. Alkermes retains all of its rights to use, sell, manufacture, offer for sale and import the Products in the ROW Territory. During the period beginning on the Effective Date and ending one hundred eighty (180) days thereafter (the "“Option Period"”), Alkermes shall not enter into any agreement or negotiation with any Third Party regarding a license of the rights to use, sell, offer for sale and import the Products in the ROW Territory. If during the Option Period Cephalon notifies Alkermes in writing of its desire to enter into an exclusive license to use, sell, offer for sale and import the Products in the ROW Territory, then Alkermes shall exclusively negotiate with Cephalon in good faith a definitive agreement for such an exclusive license containing customary representations, warranties, covenants and agreements, satisfactory in form and substance to the Parties and their legal advisors, as are necessary or appropriate for transactions of this type. If Cephalon does not notify Alkermes of its desire to enter into such an exclusive license within the Option Period, or if at the end of the Option Period Alkermes and Cephalon are unable to agree on terms for such a definitive license, then Alkermes shall be free to use, sell, manufacture, offer for sale and import the Products in the ROW Territory itself or to initiate discussions and execute a license with one or more Third Parties to do so, with no further obligation to Cephalon under this Agreement. [**].