Common use of Appointment and Scope Clause in Contracts

Appointment and Scope. 2.1 TiGenix hereby grants to Sobi, including Affiliates, and Sobi, including Affiliates, hereby accepts, the exclusive (subject to clause 3) right to sell, distribute, market, promote and file for pricing and reimbursement of the ChondroCelect Process and the Product (upon the terms and conditions as set out in clause 5) in the Territory, solely for the treatment of the Indication. 2.2 In addition to Sobi’s right to sub-contract rights under the Hospital Agreements, Sobi shall have the right, on the terms and conditions of this Agreement, to sublicense or subcontract to Third Parties the performance of sales, marketing, promotion and filing for pricing and reimbursement in such countries of the Territory where Sobi does not act through its own Affiliates. Any such sublicense or subcontract shall (a) be subject to TiGenix’ prior written approval of the identity of the sublicensee, and (b) be subject to an appropriate written agreement that imposes on any such sublicensee or subcontractor all applicable terms, conditions and obligations under this Agreement, including the reporting, audit, inspection and confidentiality provisions hereunder, and (c) contain a provision prohibiting such sublicensee or subcontractor from further sublicensing and subcontracting and (d) not in any way diminish, reduce or eliminate any of Sobi’s obligations under this Agreement. For the avoidance of doubt, Sobi will remain directly responsible for the acts of its sublicensees and subcontractors, including for all amounts owed to TiGenix under this Agreement. 2.3 Sobi shall not be entitled to actively sell ChondroCelect outside the Territory. The Parties may in the future agree to expand the Territory by mutual agreement. Provided Sobi has the necessary Regulatory Approvals in accordance with clause 10.1.1, Sobi shall have the right to include [***] in the Territory by providing written notice to TiGenix, in which case clause 2.6 shall apply. 2.4 Outside of the scope of this Agreement, Sobi has the intention to evaluate and potentially offer employment to certain commercial staff of TiGenix, who have been working with the Product at TiGenix prior to the Commencement Date of this Agreement, on an individual basis, and TiGenix has no objections against Sobi doing so. In case (i) Sobi would decide not to offer employment to certain commercial staff of TiGenix as listed in Schedule 3bis (or offer employment but not effectively enter into an employment agreement with such commercial staff), (ii) such commercial staff would be dismissed by TiGenix, and (iii) Sobi would nevertheless hire such staff within 12 (twelve) months after the Closing Date, Sobi shall reimburse TiGenix for the costs of said dismissal. 2.5 Sobi acknowledges that TiGenix is bound by an existing distribution agreement for certain parts of the Middle East and Northern Africa (Saudi Arabia, UAE, Kuwait, Bahrain, Qatar, Oman, Lebanon, Jordan, Syria, Iraq, Iran and Egypt). TiGenix undertakes to use commercially reasonable efforts to terminate this existing agreement as soon as possible after the Commencement Date. Until termination of the existing agreement will be effective, the Territory [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. will not include said parts of the Middle East and Northern Africa. Upon termination of said existing agreement, the Territory will include said parts of the Middle East and Northern Africa. 2.6 [***].