Appointment as Exclusive Distributor. A. Subject to the terms and conditions set forth herein LipoMatrix hereby appoints Distributor, and Distributor hereby accepts such appointment, as LipoMatrix's exclusive distributor for the Products in the Territory. As a result, LipoMatrix will not sell the Products in the Territory, other than through Distributor. The mechanism for sales of Products for clinical trials in the Territory shall be determined by mutual agreement. Any future Product developed by LipoMatrix shall be deemed a Product hereunder. If Distributor does not initiate commercial sales of such future Product within ninety (90) days of regulatory clearance, then all rights to such product will revert to LipoMatrix.
B. Distributor shall not represent or sell competitive products in the Territory which, in LipoMatrix's opinion, are likely to conflict with Distributor's obligation to use its reasonable commercial efforts to represent and sell Products in the Territory.
C. Distributor shall not, directly or indirectly, solicit sales of the Products outside the Territory. Distributor shall forward to LipoMatrix all unsolicited inquiries relating to the Products or potential customers outside of both the Territory and the territory, if any, covered by affiliates of Distributor that are authorized to distribute Products.
D. The relationship of LipoMatrix and Distributor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct or control the day-to-day activities of the other or allow one party to create or assume any obligation on behalf of the other for any purpose whatsoever.
Appointment as Exclusive Distributor. If any Terminated Products are being Commercialized by NVS in any country in the Territory as of the effective date of termination, then, at HMI’s election, until the earlier of (a) such time as all Regulatory Approvals and Pricing Approvals (where applicable) with respect to such Terminated Products in such country have been assigned and transferred to HMI, or (b) [***] from the effective date of termination, either (i) NVS will appoint HMI or its designee as its exclusive distributor of such Terminated Products in such country and grant HMI or its designee the right to appoint sub-distributors, to the extent not prohibited by Applicable Law or any written agreement between NVS or any of its Affiliates and a Third Party, or (ii) NVS will have the continued right to sell the Terminated Products in such country from its inventory, and the obligation to continue to Commercialize the Terminated Products in such country in accordance with the terms of this Agreement, and NVS’ obligations under this Agreement with respect to all such Terminated Products that NVS sells, including the obligation to remit Royalties to HMI hereunder, will continue in full force and effect during such period.
Appointment as Exclusive Distributor. Subject to the terms of and conditions of this Agreement, Company hereby appoints Distributor as its sole and exclusive distributor and grants Distributor the exclusive right to market, distribute and sell the Product in the Territory during the Term of this Agreement, and Distributor hereby accepts such appointment. Distributor may appoint as subdistributors wholly-owned subsidiaries of Distributor, upon prior written notice to Company. Distributor may appoint other third parties as subdistributors from time to time for the sale of the Product; provided, however, that Distributor shall notify Company of the name, address and outline of the business of such third party subdistributors and whether Distributor has an equity interest in such subdistributors in writing and obtain the approval of Company in writing prior to appointment, such approval not to be unreasonably withheld, delayed or conditioned on terms not directly related to the third party subdistribution arrangements. The terms and conditions of the agreement between Distributor and each subdistributor shall conform to the provisions of this Agreement, and Distributor shall require the subdistributors to observe the duties of Distributor as provided for in this Agreement, to the extent applicable.
Appointment as Exclusive Distributor. 2 III. SPECIFIC RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Appointment as Exclusive Distributor. Subject to the provisions of this Agreement, Bioject hereby grants Serono the exclusive right to market, sell and distribute the Products in the Field within the Territory directly and indirectly, including through wholesalers and sub-distributors. Bioject agrees that, ***Confidential portions omitted and submitted separately to the Securities and Exchange Commission. An application for confidential treatment has been submitted pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. during the term of this Agreement, it will not market, distribute or sell or permit any other person to market, sell or resell the Products for use in the Field in the Territory and that Bioject will take all commercially reasonable actions to give full effect to the intention of this Section.
Appointment as Exclusive Distributor. 2.1 Subject to the terms and conditions of this Agreement, PMI hereby appoints MSD as the exclusive, worldwide (except for Papua New Guinea, Fiji, and Australia (the “Excluded Territory”)) distributor for PMI Products in the MSD Field. MSD shall have no rights to distribute PMI Products in the Excluded Territory until September 1, 2000.
2.2 Subject to the terms and conditions of this Agreement, PMI agrees to manufacture PMI Products pursuant to purchase orders submitted by MSD during the term of this Agreement.
2.3 All PMI Products sold to MSD will be labeled by PMI with private label as specified by MSD, provided, however, that each PMI Product will include an indication of source, such as the legend “Made by Parallax Medical, Inc.”
2.4 During the Initial Term, MSD shall submit purchase orders to purchase and pay for at least the minimum dollar amount per year of PMI Products, as set forth on Exhibit C (the “Quotas”). Should this Agreement be automatically renewed for an Additional Term pursuant to Section 10.1 hereof, MSD will be able to purchase PMI Products in such quantities as MSD in its sole discretion may decide without being subject to the Quotas or any other minimum purchase requirement.
2.5 Notwithstanding Section 2.4, the Quota for any period shall be reduced (a) in the case of subpart (i) below by an amount equal to 1.5 times the aggregate Transfer Price of PMI Products not supplied by PMI against purchase orders issued by MSD in accordance with Article 5, (b) in the case of subpart (ii) below, by an amount equal to 1.5 times the aggregate Transfer Price of PMI Products affected by such recall or withdrawal, and (c) in the case of subpart (iii) below, by a pro rata amount of the Quota for the applicable period based upon the number of days of such period that have transpired prior to the removal of the restriction on sale referenced in such subpart:
(i) If PMI materially and substantially fails for any reason to deliver ordered PMI Products by the date scheduled for delivery thereof pursuant to purchase orders issued by MSD in accordance with Article 5, including but not limited to a failure to deliver PMI Products that conform to the then current Specifications and such failure is not cured within 30 days;
(ii) If a Product covered by this Agreement is recalled from the market or withdrawn from sale for reasons of product safety or quality as determined by any applicable governmental authority or by the mutual agreement of the parties; or
(ii...
Appointment as Exclusive Distributor. Subject to existing distributors and customers as noted in Exhibit A-2, Thermo hereby appoints GMH as THERMO’s exclusive distributor of the Product, to all potential Customers within the Territory identified for the Product, as set forth on Exhibit A-1.
2.1.1 Notwithstanding the foregoing, the appointment and right of GMH to serve as the distributor of Products under this Agreement with respect to the PRC Territory and India (as set forth on Exhibit A-1) is subject to the termination of THERMO’s existing Product distribution arrangement for such countries.
2.1.2 Notwithstanding the foregoing, and without limiting THERMO’s rights under Section 10.2 below, in the event that GMH fails to satisfy the Minimum Purchase Requirement then GMH’s rights under this Agreement shall thereafter be non-exclusive.
Appointment as Exclusive Distributor. If Lian is Commercializing any Licensed Product in any Region in the Territory as of the effective date of termination of this Agreement, then, at Lyra’s election (in its sole discretion) on a Region-by-Region basis in the Territory, [***], Lian will appoint Lyra or its designee as its exclusive distributor of such Licensed Product in such Region and xxxxx Xxxx or its designee the right to appoint sub-distributors, to the extent not prohibited by an written agreement between Lian or any of its Affiliates and any Third Party.
Appointment as Exclusive Distributor. Pacific hereby grants to Distributor the exclusive right to market, distribute and sell the PTM Kits in the Territory (as that term is defined herein). Except as may otherwise be permitted by this Agreement, during the term of this Agreement Pacific shall not (i) appoint or engage any other distributor, agent or sales representative in the Territory with rights to sell or distribute the PTM Kits, or (ii) sell, distribute or otherwise deliver PTM Kits in the Territory or to customers in the Territory. Pacific shall use its best efforts to prevent its distributors or sales agents outside the Territory from selling or distributing PTM Kits to customers in the Territory, directly or indirectly. Distributor shall not sell the PTM Kits to any person outside the Territory or to any person who Distributor has reason to believe plans to re-sell the PTM Kits outside the Territory.
Appointment as Exclusive Distributor. THERMO hereby appoints Distributor as an exclusive THERMO distributor within the Exclusive Territory and as a non—exclusive distributor within the Transition Territory, to market, distribute and sell the Products to all existing and potential customers (“Customers”) within the Territory and Field, subject to compliance with the terms and conditions of this Agreement. Distributor shall use commercially reasonable efforts, consistent with the commercial efforts that Distributor would use to market and sell its other products, to market, distribute and sell the Products, consistent with the terms and conditions of this Agreement. Additionally, Distributor shall provide post-sale customer service for the Products in the Territory under the terms set forth in this Agreement.
