Provision Language
2. LICENSE GRANT
[…]
2.7 Non–diversion
(a) GARDP acknowledges that the license to use and sell the Licensed Compound and Licensed Product granted under Section 2.1 is granted solely under and with respect to the Licensed Rights and Licensed Manufacturing Know-How for the purposes of supplying Licensed Product in the Territory.
(b) Nothing in this License Agreement will be construed as granting GARDP or its Sublicensees any rights under any patents, know–how, or otherwise to use or sell the Licensed Compound or any Licensed Product for ultimate use outside of the Field and/or outside of the Territory.
(c) Subject to any applicable competition law, each Sublicense Agreement will include provisions to prevent and prohibit the Licensed Product intended for distribution in the Territory from being diverted outside the Territory, including for use outside the Territory. Shionogi shall refer to GARDP (or as applicable the relevant Sublicensee) all requests for any Licensed Product in a country in the Territory where a commercial Sublicensee is actively supplying the Licensed Product, and Shionogi shall consult with GARDP as to how to respond to any request for the Licensed Product in a country in the Territory where the Licensed Product is not being supplied by a commercial Sublicensee. For the avoidance of doubt, nothing herein or in any Sublicense Agreement shall restrict or limit Shionogi or its agents’ rights or ability to Develop, Manufacture, or Commercialize the Licensed Product in the Territory.
Schedule F: Provisions for Sublicense Agreement
15. Non–Diversion
15.1 Sublicensee acknowledges that the sublicense to Licensed Rights granted under Section [X] is granted solely under and with respect to the Licensed Rights and Licensed Manufacturing Know-How for the purposes of Manufacturing Licensed Product for and supplying Licensed Product in the Field in the Territory.
15.2 Sublicensee acknowledges and agrees nothing in this Agreement will be construed as granting Sublicensee any rights under any patents, know–how, or otherwise to use, make, have made, sell, or have sold the Licensed Compound or any Licensed Product for ultimate use outside of the Field and/or outside of the Territory.
15.3 Subject to any applicable competition law, Sublicensee acknowledges and agrees the Licensed Product intended for distribution in the Territory is strictly prohibited from being diverted outside the Territory.