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Common use of Annual Marketing Plan Clause in Contracts

Annual Marketing Plan. The Agent shall prepare for each fiscal year of the Corporation an annual marketing plan (the "Annual Marketing Plan") for the Corporation, the Agent and all of its Affiliates and Joint Ventures. The Annual Marketing Plan shall provide without limitation, for the applicable fiscal year, the following, the goal of which shall be to operate the Plant at maximum production capacity: 4.1.1 the marketing budget details for North America; 4.1.2 the marketing and sales strategies and policies for North America; 4.1.3 the provisions as to the warranty to be granted for the Canco Products and Agent's and JV's Products sold in North America; 4.1.4 the maximum Expenses for the fiscal year in question; and shall provide, without limitation, the following to allow the Corporation to plan the Plant's production of Canco Products in the fiscal year in question: 4.1.5 the estimated delays for production and delivery of Canco Products; 4.1.6 information regarding the type, regional volumes and quantities of Canco Products estimated by the Agent to be required in the Territory and to be manufactured by the Plant during the fiscal year in question; and 4.1.7 the projected sales of Canco Products and Agent's and JV's Products in North America. The Annual Marketing Plan shall be submitted to the board of directors and/or shareholders, if applicable, of the Corporation for their approval at the latest three (3) months before the end of each fiscal year of the Corporation. If the board of directors or shareholders of the Corporation is(are) unable to arrive at a decision relating to an Annual Marketing Plan, the Annual Marketing Plan of the prior year shall be renewed mutatis mutandis. The Annual Marketing Plan shall be adjusted on a quarterly basis (particularly to take into account changing market conditions including, without limitation, the volume of sales or expenses related to the marketing of Canco Products and Agent's and JV's Products and requested types of Products) and any adjustment to the Annual Marketing Plan shall be submitted to the board of directors and/or shareholders, if applicable, of the Corporation for their approval before coming into effect.

Appears in 1 contract

Samples: Sales Agency and Marketing Agreement (Compositech LTD)

Annual Marketing Plan. The Agent Sandoz shall prepare be responsible for preparing the Annual Marketing Plan for the Products for each fiscal calendar year during the Term consistent with the terms and conditions of this Agreement and the Corporation an annual marketing plan Financial Model, subject to the following: (the "Annual Marketing Plan"a) for the Corporation, the Agent and all of its Affiliates and Joint Ventures. The Annual Marketing Plan shall provide without limitationinclude, for to the applicable fiscal yearextent reasonably available, the following, taking into account the goal lifecycle evolution of which shall be to operate the Plant at maximum production capacityProducts: 4.1.1 (i) a description of the marketing budget details for North Americamarket; 4.1.2 (ii) a description of the marketing and sales promotional activities, strategies and policies for North America; 4.1.3 the provisions as to the warranty to be granted promotional spend for the Canco Products Products, including: (A) a breakdown of the number of primary, secondary and Agent's and JV's Products sold in North America; 4.1.4 the maximum Expenses tertiary calls planned for the fiscal year in question; and shall provide, without limitation, promotion of the following to allow the Corporation to plan the Plant's production of Canco Products in the fiscal year in question: 4.1.5 the estimated delays for production and delivery of Canco Products; 4.1.6 information regarding (B) details of all Sales and Marketing Costs and the typeanticipated deductions contemplated by clauses (c), regional volumes (e), (f) and quantities (g) of Canco Products estimated the definition of Net Sales provided, however, that all such deductions must be consistent within [***]% of the most recent forecast and model provided by Sandoz and approved by KLOX based on the Financial Model, unless otherwise agreed by the Agent Parties; (iii) a description of pricing and positioning of the Products, subject, however, to be required the following: (A) the Parties will implement and enforce a pricing and marketing policy in order to maintain the Territory and to be manufactured by Products at the Plant during the fiscal year in questiondescribed market position; and 4.1.7 (B) subject to the projected sales of Canco Products and Agent's and JV's Products minimum pricing set forth in North America. The the initial Annual Marketing Plan contemplated in Section 4.2(c), the prices and pricing strategies relating to the Products, including price increases and decreases and the timing thereof, shall be submitted set forth in the Annual Marketing Plan; (iv) forecasted sales or such other matters related to the board Products as may reasonably be requested. (b) Sandoz shall deliver each Annual Marketing Plan to KLOX for review and approval by KLOX no later than [***] of directors and/or shareholderseach calendar year for the following calendar year, if applicableas per the Annual Marketing Plan approval process described below. Sandoz and KLOX may at any time and from time to time by mutual written agreement only, amend the Annual Marketing Plan to take into account the outcome of any marketing efforts, the actual sales of the Corporation for their approval at Products and any other relevant factors. (c) Notwithstanding the latest three foregoing, the initial Annual Marketing Plan will be provided to KLOX within [***] of the Effective Date and will cover the period from the Effective Date through December 31, 2014. (3d) months before the end KLOX shall have [***] from its receipt of each fiscal year subsequent Annual Marketing Plan within which to suggest revisions to the Annual Marketing Plan. Sandoz shall take into account all reasonable remarks that KLOX will make in respect of each such Annual Marketing Plan. In the Corporationevent KLOX does not respond within such [***] period, then KLOX shall be deemed to have approved such Annual Marketing Plan. If In the board of directors or shareholders of the Corporation is(are) unable event KLOX timely delivers any objections to arrive at a decision relating to an any Annual Marketing Plan, then Sandoz and KLOX shall work collaboratively in good faith in order to resolve any differences and to mutually approve in writing an Annual Marketing Plan no later than [***] of each calendar year. In the event the Parties do not approve the Annual Marketing Plan by such time, then Sandoz may proceed with its version of the prior year shall be renewed mutatis mutandis. The Annual Marketing Plan shall be adjusted on a quarterly basis (particularly to take into account changing market conditions including, without limitation, the volume of sales or expenses related to the marketing of Canco Products and Agent's and JV's Products and requested types of Products) and any adjustment to the Annual Marketing Plan shall be submitted provided it is consistent with the Financial Model and subject, however, to the board of directors and/or shareholdersKLOX’s rights, if applicableany, of the Corporation for their approval before coming into effectto terminate this Agreement pursuant to Section 13.3(b).

Appears in 1 contract

Samples: Distribution Agreement (Klox Technologies, Inc.)

Annual Marketing Plan. The Agent (a) Before the start of each Contract Year, commencing with the Contract Year commencing on June 1, 2008, Vasomedical shall prepare for each fiscal year of the Corporation develop an annual marketing plan (the "Annual Marketing Plan") in the format provided by Living Data for each Contract Year. Such format shall be submitted to Vasomedical for its approval in the Corporation, the Agent and all exercise of its Affiliates and Joint Venturescommercially reasonable judgment. The Each Annual Marketing Plan shall provide without limitation, set forth the sales and other marketing objectives for the applicable fiscal yearContract Year covered thereby, and without limiting the followinggenerality of the foregoing, each such Plan shall include an annual purchase forecast (the goal "Forecast") setting forth (by product code and unit) each Product that Vasomedical anticipates purchasing during that year and levels of which inventory to be maintained by Vasomedical. The Forecast shall be to operate the Plant at maximum production capacity: 4.1.1 the marketing budget details for North America; 4.1.2 the marketing and sales strategies and policies for North America; 4.1.3 the provisions as updated by Vasomedical, not later than 90 days prior to the warranty beginning of each Quarter-Annual Period, to be granted set forth Vasomedical's then anticipated Product purchases for the Canco Products and Agent's and JV's Products sold in North America; 4.1.4 the maximum Expenses for the fiscal year in question; and shall provide, without limitation, the following to allow the Corporation to plan the Plant's production of Canco Products in the fiscal year in question: 4.1.5 the estimated delays for production and delivery of Canco Products; 4.1.6 information regarding the type, regional volumes and quantities of Canco Products estimated by the Agent to be required in the Territory and to be manufactured by the Plant during the fiscal year in question; and 4.1.7 the projected sales of Canco Products and Agent's and JV's Products in North America. The Annual Marketing Plan shall be submitted to the board of directors and/or shareholders, if applicable, each of the Corporation for their approval at the latest three (3) months before the end of each fiscal year of the Corporationimmediately succeeding four Quarter-Annual Periods. If the board of directors or shareholders of the Corporation is(are) unable to arrive at a decision relating to an Annual Marketing PlanIn addition, the Annual Marketing Plan shall set forth a full and complete description of proposed promotional expenditures and formats for the prior year subject Contract Year including Vasomedical's "Advertising and Promotional Plan" for such Contract Year showing, to the maximum extent feasible, the locations, dates and times of all proposed promotional events and the amounts that shall be renewed mutatis mutandis. The expended therefor during such Contract Year. (b) Living Data shall review each proposed Annual Marketing Plan submitted to it pursuant to subsection (a) of this Section 4.1 and shall be adjusted on a quarterly basis advise Vasomedical of such changes and revisions as Living Data shall deem appropriate, in the exercise of its commercially reasonable judgment. Vasomedical shall thereafter in good faith review the proposed Annual Marketing Plan, and shall furnish to Living Data the revised (particularly to take into account changing market conditions including, without limitation, the volume of sales or expenses related to the marketing of Canco Products and Agent's and JV's Products and requested types of Productsfinal) and any adjustment to the Annual Marketing Plan not later than four weeks after Living Data advises Vasomedical of such requested changes and revisions. Where the parties cannot come to agreement on the final Annual Marketing Plan, such disagreement shall be submitted resolved pursuant to the board Conciliation Procedure set forth in Section 10.5 hereof. (c) If there shall be any inconsistencies between any provisions contained in any Annual Marketing Plan and the provisions of directors and/or shareholdersthis Agreement, if applicablethe provisions of this Agreement shall control unless otherwise explicitly agreed in writing by the parties hereto. (d) Notwithstanding anything to the contrary in this Section 4.1, Vasomedical, in collaboration with Living Data, shall develop, during the three months following commencement of the Corporation Term, a marketing plan for their approval before coming into effectLiving Data Products for the remainder of the Contract Year ending May 31, 2008. Vasomedical shall include in such marketing plan a Forecast as to projected sales of Vasomedical Products during such period.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vasomedical Inc)

Annual Marketing Plan. 6.01 Not later than [Redacted – Timing] days prior to the commencement of each year within the Contract Term, the Purchaser shall compile and submit a marketing plan to the Seller for the Seller's consultation, information and approval, such approval not to be unreasonably withheld. The Agent marketing plan shall prepare reflect the production capabilities of the Seller, the estimates provided by the Seller under Sections 4.01 and 4.03 and the experience of the Parties arising from the prior year’s production schedule. The marketing plan for any particular year shall include: (a) a summary of the purchase and sale activities of the Purchaser for the prior period under this Agreement; (b) a preliminary schedule of quantities of Product to be sold and marketed by the Purchaser for the ensuing year, and their geographic/market areas; (c) projected Product prices for each fiscal geographic/market areas; (d) projected costs for transportation from the Plant to each geographic/market areas; and (e) calculated net Product prices FOB the Plant. 6.02 The Parties acknowledge that the Purchaser is free to sell Product for whatever price it chooses, provided Purchaser takes reasonable commercial efforts to maximize the Purchase Price in accordance with the approved annual marketing plan as described in Article 6.01. The purpose of the marketing plan is to allow each of the Parties to plan its activities and finances for the ensuing period and to enhance cooperation between the Parties. 6.03 The Purchaser’s representatives shall meet with the Seller’s representatives (collectively, such representatives being the “Marketing Committee”) at least quarterly during each year of the Corporation an annual Contract Term to discuss the then current marketing plan (the "Annual Marketing Plan") for the Corporationand any issues and required actions associated therewith as same relates to current and projected market conditions. At such meetings, the Agent and all of its Affiliates and Joint Ventures. The Annual Marketing Plan Purchaser shall provide without limitation, the Seller with a written progress report for the applicable fiscal year, the following, the goal of which shall be to operate the Plant at maximum production capacity: 4.1.1 the marketing budget details for North America; 4.1.2 the marketing and sales strategies and policies for North America; 4.1.3 the provisions as to the warranty to be granted for the Canco Products and Agent's and JV's Products sold in North America; 4.1.4 the maximum Expenses for the fiscal year in question; and shall provide, without limitation, the following to allow the Corporation to plan the Plant's production of Canco Products in the fiscal year in question: 4.1.5 the estimated delays for production and delivery of Canco Products; 4.1.6 information regarding the type, regional volumes and quantities of Canco Products estimated by the Agent to be required in the Territory and to be manufactured by the Plant during the fiscal year in question; and 4.1.7 the projected sales of Canco Products and Agent's and JV's Products in North America. The Annual Marketing Plan shall be submitted to the board of directors and/or shareholders, if applicable, that portion of the Corporation for their approval at the latest three (3) months before the end of each fiscal current year of the Corporation. If the board Contract Term that has been completed and projections of directors or shareholders activities and Product prices for that portion of the Corporation is(are) unable current year that has yet to arrive at a decision relating to an Annual Marketing Plan, the Annual Marketing Plan of the prior year shall be renewed mutatis mutandis. The Annual Marketing Plan shall be adjusted on a quarterly basis (particularly to take into account changing market conditions including, without limitation, the volume of sales or expenses related to the marketing of Canco Products and Agent's and JV's Products and requested types of Products) and any adjustment to the Annual Marketing Plan shall be submitted to the board of directors and/or shareholders, if applicable, of the Corporation for their approval before coming into effectcompleted.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Annual Marketing Plan. The Agent Sandoz shall prepare be responsible for preparing the Annual Marketing Plan for the Products for each fiscal calendar year during the Term consistent with the terms and conditions of this Agreement and the Corporation an annual marketing plan Financial Model, subject to the following: (the "Annual Marketing Plan"a) for the Corporation, the Agent and all of its Affiliates and Joint Ventures. The Annual Marketing Plan shall provide without limitationinclude, for to the applicable fiscal yearextent reasonably available, the following, taking into account the goal lifecycle evolution of which shall be to operate the Plant at maximum production capacityProducts: 4.1.1 (i) a description of the marketing budget details for North Americamarket; 4.1.2 (ii) a description of the marketing and sales promotional activities, strategies and policies for North America; 4.1.3 the provisions as to the warranty to be granted promotional spend for the Canco Products Products, including: (A) a breakdown of the number of primary, secondary and Agent's and JV's Products sold in North America; 4.1.4 the maximum Expenses tertiary calls planned for the fiscal year in question; and shall provide, without limitation, promotion of the following to allow the Corporation to plan the Plant's production of Canco Products in the fiscal year in question: 4.1.5 the estimated delays for production and delivery of Canco Products; 4.1.6 information regarding (B) details of all Sales and Marketing Costs and the typeanticipated deductions contemplated by clauses (c), regional volumes (e), (f) and quantities (g) of Canco Products estimated the definition of Net Sales provided, however, that all such deductions must be consistent within [***]% of the most recent forecast and model provided by Sandoz and approved by KLOX based on the Financial Model, unless otherwise agreed by the Agent Parties; (iii) a description of pricing and positioning of the Products, subject, however, to be required the following: (A) the Parties will implement and enforce a pricing and marketing policy in order to maintain the Territory and to be manufactured by Products at the Plant during the fiscal year in questiondescribed market position; and 4.1.7 (B) subject to the projected sales of Canco Products and Agent's and JV's Products minimum pricing set forth in North America. The the initial Annual Marketing Plan contemplated in Section 4.2(c), the prices and pricing strategies relating to the Products, including price increases and decreases and the timing thereof, shall be submitted set forth in the Annual Marketing Plan; “[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended” (iv) forecasted sales or such other matters related to the board Products as may reasonably be requested. (b) Sandoz shall deliver each Annual Marketing Plan to KLOX for review and approval by KLOX no later than [***] of directors and/or shareholderseach calendar year for the following calendar year, if applicableas per the Annual Marketing Plan approval process described below. Sandoz and KLOX may at any time and from time to time by mutual written agreement only, amend the Annual Marketing Plan to take into account the outcome of any marketing efforts, the actual sales of the Corporation for their approval at Products and any other relevant factors. (c) Notwithstanding the latest three foregoing, the initial Annual Marketing Plan will be provided to KLOX within [***] of the Effective Date and will cover the period from the Effective Date through December 31, 2014. (3d) months before the end KLOX shall have [***] from its receipt of each fiscal year subsequent Annual Marketing Plan within which to suggest revisions to the Annual Marketing Plan. Sandoz shall take into account all reasonable remarks that KLOX will make in respect of each such Annual Marketing Plan. In the Corporationevent KLOX does not respond within such [***] period, then KLOX shall be deemed to have approved such Annual Marketing Plan. If In the board of directors or shareholders of the Corporation is(are) unable event KLOX timely delivers any objections to arrive at a decision relating to an any Annual Marketing Plan, then Sandoz and KLOX shall work collaboratively in good faith in order to resolve any differences and to mutually approve in writing an Annual Marketing Plan no later than [***] of each calendar year. In the event the Parties do not approve the Annual Marketing Plan by such time, then Sandoz may proceed with its version of the prior year shall be renewed mutatis mutandis. The Annual Marketing Plan shall be adjusted on a quarterly basis (particularly to take into account changing market conditions including, without limitation, the volume of sales or expenses related to the marketing of Canco Products and Agent's and JV's Products and requested types of Products) and any adjustment to the Annual Marketing Plan shall be submitted provided it is consistent with the Financial Model and subject, however, to the board of directors and/or shareholdersKLOX’s rights, if applicableany, of the Corporation for their approval before coming into effectto terminate this Agreement pursuant to Section 13.3(b).

Appears in 1 contract

Samples: Distribution Agreement