Common use of Agreement to Manufacture Clause in Contracts

Agreement to Manufacture. (a) Subject to the terms and conditions of this Agreement, Manufacturer shall manufacture and supply Products to be labeled under Purchaser's Marks to Purchaser for sale in the Territory on an exclusive basis as specified in Section 2.2 and Purchaser shall purchase Products to be labeled under Purchaser's Marks from Manufacturer for sale in the Territory. (b) During the term of this Agreement, Purchaser shall not have any rights to obtain the Products of Manufacturer from any Person other than Manufacturer or its Affiliates. (c) Purchaser shall not sell, or cause to sell, (i) Products to any Person located outside the Territory or (ii) Products to any Person located in the Territory, if, to the knowledge of Purchaser, such Party inside the Territory intends to resell the Products in any country outside the Territory; provided, however, that subject to subclause (ii) above, Purchaser will not be liable for any third party acts resulting in Products being sold outside the Territory. Nothing herein shall be deemed to obligate Purchaser to impose any restrictions upon the use or resale of any Product by a purchaser thereof in the Territory to the extent that such a restriction would be in violation of Applicable Law. Purchaser shall not be in breach of this Agreement as a result of any use or resale of a Product outside the Territory by a purchaser that is not bound by restrictions on such use or resale by virtue of the provisions of the preceding sentence. To the maximum extent permissible under Applicable Law, Purchaser shall cease all sales of Products to Persons it has reason to believe are reselling Products outside the Territory whether or not such resales are permissible under Applicable Law. (d) Except as provided in Section 3.7, nothing herein shall be construed to: (i) effect any sale or transfer of any Technical Information or Intellectual Property Rights of Manufacturer to Purchaser; (ii) grant any license to Purchaser to design, develop or manufacture the Products; or (iii) grant to Purchaser any rights to the Intellectual Property Rights of Manufacturer or its Affiliates. (e) Subject to the terms of this subsection, Manufacturer shall determine its offering of Products from time to time in its sole discretion, including setting its development schedule for any new Product or the improvement or modification of a Product. Notwithstanding the foregoing and subject to Section 9.4, Manufacturer shall (i) give Purchaser written notice at least one (1) year in advance of any discontinuance of the sale of an ICD Product in the Territory, or (ii) offer for sale to Purchaser an improved Product for the same uses or indications unless otherwise agreed in writing by the Parties. Manufacturer's discontinuance of the sale of a Product to Purchaser hereunder shall not thereafter give Manufacturer the right to sell such discontinued Product in the Territory, whether directly or through third parties.

Agreement to Manufacture. (a) Subject to the terms and conditions of this Agreement, Manufacturer shall manufacture and supply Products to be labeled under Purchaser's Marks to Purchaser for sale in the Territory on an exclusive basis as specified in Section 2.2 and Purchaser shall purchase Products to be labeled under Purchaser's Marks from Manufacturer for sale in the Territory. (b) During the term of this Agreement, Purchaser shall not have any rights to obtain the Products of Manufacturer from any Person other than Manufacturer or its Affiliates. (c) Purchaser shall not sell, or cause to sell, (i) Products to any Person located outside the Territory or (ii) Products to any Person located in the Territory, if, to the knowledge of Purchaser, such Party inside the Territory intends to resell the Products in any country outside the Territory; provided, however, that subject to subclause (ii) above, Purchaser will not be liable for any third party acts resulting in Products being sold outside the Territory. Nothing herein shall be deemed to obligate Purchaser to impose any restrictions upon the use or resale of any Product by a purchaser thereof in the Territory (other than a Purchaser Distributor) to the extent that such a restriction would be in violation of Applicable Law. Purchaser shall not be in breach of this Agreement as a result of any use or resale of a Product outside the Territory by a purchaser that is not bound by restrictions on such use or resale by virtue of the provisions of the preceding sentence. To the maximum extent permissible under Applicable Law, Purchaser shall cease all sales of Products to Persons it has reason to believe are reselling Products outside the Territory whether or not such resales are permissible under Applicable Law. (d) Except as provided in Section 3.7, nothing herein shall be construed to: (i) effect any sale or transfer of any Technical Information or Intellectual Property Rights of Manufacturer to Purchaser; (ii) grant any license to Purchaser to design, develop or manufacture the Products; or (iii) grant to Purchaser any rights to the Intellectual Property Rights of Manufacturer or its Affiliates. (e) Subject to the terms of this subsection, Manufacturer shall determine its offering of Products from time to time in its sole discretion, including setting its development schedule for any new Product or the improvement or modification of a Product. Notwithstanding the foregoing and subject to Section 9.4, to the extent Manufacturer's obligations to sell and Purchaser's right to purchase Products under this Section 2.1 have not been affected for such Region or country in the Territory as contemplated by Sections 7.5 (b) or 10.3, Manufacturer shall (i) give Purchaser written notice at least one (1) year in advance of any discontinuance of the sale of an ICD Product in any country or Region in the Territory, or (ii) offer for sale to Purchaser an improved Product for the same uses or indications unless otherwise agreed indications. To the extent that any discontinuance of an ICD Product by Manufacturer, causes Purchaser not to meet any Aggregate Minimum Purchases set forth on Schedule 7.5(b) for a Region, the Aggregate Minimum Purchases shall be deemed waived for that Region for the year in writing by the Partiesquestion. Manufacturer's discontinuance of the sale of a Product to Purchaser hereunder shall not thereafter give Manufacturer the right to sell such discontinued Product in the Territory, whether directly or through third parties.

Agreement to Manufacture. (a) Subject to the terms and conditions of this Agreement, Manufacturer shall manufacture and supply Products to be labeled under Purchaser's Marks to Purchaser for sale in the Territory on an exclusive basis as specified in Section 2.2 and Purchaser shall purchase Products to be labeled under Purchaser's Marks from Manufacturer for sale in the Territory. (b) During the term of this Agreement, Purchaser shall not have any rights to obtain the Products of Manufacturer from any Person other than Manufacturer or its Affiliates. (c) Purchaser shall not sell, or cause to sell, (i) Products to any Person located outside the Territory or (ii) Products to any Person located in the Territory, if, to the knowledge of Purchaser, such Party inside the Territory intends to resell the Products in any country outside the Territory; provided, however, that subject to subclause (ii) above, Purchaser will not be liable for any third party acts resulting in Products being sold outside the Territory. Nothing herein shall be deemed to obligate Purchaser to impose any restrictions upon the use or resale of any Product by a purchaser thereof in the Territory (other than a Purchaser Distributor) to the extent that such a restriction would be in violation of Applicable Law. Purchaser shall not be in breach of this Agreement as a result of any use or resale of a Product outside the Territory by a purchaser that is not bound by restrictions on such use or resale by virtue of the provisions of the preceding sentence. To the maximum extent permissible under Applicable Law, Purchaser shall cease all sales of Products to Persons it has reason to believe are reselling Products outside the Territory whether or not such resales are permissible under Applicable Law. (d) Except as provided in Section 3.7, nothing herein shall be construed to: (i) effect any sale or transfer of any Technical Information or Intellectual Property Rights of Manufacturer to Purchaser; (ii) grant any license to Purchaser to design, develop or manufacture the Products; or (iii) grant to Purchaser any rights to the Intellectual Property Rights of Manufacturer or its Affiliates. (e) Subject to the terms of this subsection, Manufacturer shall determine its offering of Products from time to time in its sole discretion, including setting its development schedule for any new Product or the improvement or modification of a Product. Notwithstanding the foregoing and subject to Section 9.4, to the extent Manufacturer's obligations to sell and Purchaser's right to purchase Products under this Section 2.1 have not been affected for such Region or country in the Territory as contemplated by Sections 7.5 (b) or 10.3, Manufacturer shall shall (i) give Purchaser written notice at least one (1) year in advance of any discontinuance of the sale of an ICD Product in any country or Region in the Territory, or (ii) offer for sale to Purchaser an improved Product for the same uses or indications unless otherwise agreed indications. To the extent that any discontinuance of an ICD Product by Manufacturer, causes Purchaser not to meet any Aggregate Minimum Purchases set forth on Schedule 7.5(b) for a Region, the Aggregate Minimum Purchases shall be deemed waived for that Region for the year in writing by the Partiesquestion. Manufacturer's discontinuance of the sale of a Product to Purchaser hereunder shall not thereafter give Manufacturer the right to sell such discontinued Product in the Territory, whether directly or through third parties.