Common use of Company’s General Obligations Clause in Contracts

Company’s General Obligations. (a) During the Term of this Agreement, Company agrees to provide Distributor with the following at Company’s cost in order to assist Distributor’s promotional activities for Product in the Territory. Company shall have the right to hold a meeting with Distributor at the time and place to be agreed upon by the Parties to discuss alternative activities. (i) Reasonable quantities of promotional materials and literature in English as requested by Distributor. (ii) Medical and commercial advice and information to assist Distributor in responding to inquires and questions made concerning the Product by other Persons, including, customers and governmental authorities. (iii) Technical and marketing training on the Product at a designated facility of Company for reasonable, but limited number of, Distributor’s competent technical and sales representatives at times and for durations to be agreed upon by the Parties; provided, however, [***] out-of-pocket costs for such training of Distributor’s representatives and employees such as travelling, lodging and insurance are to be [***]. (b) Company shall maintain ISO 13485 and Medical Device Directive certification to support the right to continue to use the CE xxxx in commerce on the Product, but only if maintaining ISO 13485 and Medical Device Directive certification is required to sell the product in the Territory. (c) Company will maintain the CE marked status for the Product for the countries covered by the CE xxxx and maintain all certificates and approvals required in the European Union, but only if maintaining CE marked status for the Product is required to sell the Product in the Territory. (d) Company shall [***]. Company shall [***]. (e) Company shall not, at any time during the Initial Term, directly or indirectly import, supply, promote, market, distribute, sell or otherwise commercialize in the Territory [***]. For purposes of clarity, the foregoing is not intended to and shall not limit Company’s rights to commercialize Gel-One or the Gel-One repeat treatment label expansion or to commercialize any Product through Distributor. (f) In accordance with Distributor’s request and pursuant to Section 6(a) above, Company shall prepare and file all regulatory filings as may be required in the Territory to replace XXXXX & NEPHEW, INC’s name, logo and other identifying details of the Product label with those of the Distributor.

Appears in 2 contracts

Samples: Exclusive Distribution Agreement (Bioventus Inc.), Exclusive Distribution Agreement (Bioventus Inc.)

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Company’s General Obligations. (a) During the Term of this Agreement, Company agrees to provide Distributor with the following at Company’s cost in order to assist Distributor’s promotional activities for Product in the Territory. Company shall have the right to hold a meeting with Distributor at the time and place to be agreed upon by the Parties to discuss alternative activities. (i) Reasonable quantities of promotional materials and literature in English as requested by Distributor. (ii) Medical and commercial advice and information to assist Distributor in responding to inquires inquiries and questions made concerning the Product by other Persons, including, customers and governmental authorities. (iii) Technical and marketing training on the Product at a designated facility of Company for reasonable, but limited number of, Distributor’s competent technical and sales representatives at times and for durations to be agreed upon by the Parties; provided, however, [***] out-of-pocket costs for such training of Distributor’s representatives and employees such as travelling, lodging and insurance are to be [***]. (b) Company shall maintain ISO 13485 and Medical Device Directive certification to support the right to continue to use the CE xxxx in commerce on the Product, but only if maintaining ISO 13485 and Medical Device Directive certification is required to sell the product Product in the Territory. (c) Company will maintain the CE marked status for the Product for the countries covered by the CE xxxx and maintain all certificates and approvals required in the European Union, but only if maintaining CE marked status for the Product is required to sell the Product in the Territory. (d) During the Term, Company shall [***]. During the Term, Company shall [***]. (e) Company shall not, at any time during the Initial Term, directly or indirectly import, supply, promote, market, distribute, sell or otherwise commercialize in the Territory [***]. For purposes of clarity, the foregoing is not intended to and shall not limit Company’s rights to commercialize Gel-One or the Gel-One repeat treatment label expansion or to commercialize any Product through Distributor. (f) In accordance with Distributor’s request and pursuant to Section 6(a) above, Company shall prepare and file all regulatory filings as may be required in the Territory to replace XXXXX & NEPHEW, INCInc.’s name, logo and other identifying details of the Product label with those of the Distributor.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Bioventus Inc.)

Company’s General Obligations. (a) During the Term of this Agreement, Company agrees to provide Distributor with the following at Company’s cost in order to assist Distributor’s promotional activities for Product in the Territory. Company shall have the right to hold a meeting with Distributor at the time and place to be agreed upon by the Parties to discuss alternative activities. (i) Reasonable quantities of promotional materials and literature in English as requested by Distributor. (ii) Medical and commercial advice and information to assist Distributor in responding to inquires and questions made concerning the Product by other Persons, including, customers and governmental authorities. (iii) Technical and marketing training on the Product at a designated facility of Company for reasonable, but limited number of, Distributor’s competent technical and sales representatives at times and for durations to be agreed upon by the Parties; provided, however, [***] out-of-pocket costs for such training of Distributor’s representatives and employees such as travelling, lodging and insurance are to be [***]. (b) Company shall maintain ISO 13485 and Medical Device Directive certification to support the right to continue to use the CE xxxx in commerce on the Product, but only if maintaining ISO 13485 and Medical Device Directive certification is required to sell the product in the Territory. (c) Company will maintain the CE marked status for the Product for the countries covered by the CE xxxx and maintain all certificates and approvals required in the European Union, but only if maintaining CE marked status for the Product is required to sell the Product in the Territory. (d) Company shall [***]. Company shall [***]. (e) Company shall not, at any time during the Initial Term, directly or indirectly import, supply, promote, market, distribute, sell or otherwise commercialize in the Territory [***]. For purposes of clarity, the foregoing is not intended to and shall not limit Company’s rights to commercialize Gel-One or the Gel-One repeat treatment label expansion or to commercialize any Product through Distributor[***]. (f) In accordance with Distributor’s request and pursuant to Section 6(a) above, Company shall prepare and file all regulatory filings as may be required in the Territory to replace XXXXX & NEPHEW, INC’s name, logo and other identifying details of the Product label with those of the Distributor.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Bioventus Inc.)

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Company’s General Obligations. (a) During the Term of this Agreement, Company agrees to provide Distributor with the following at Company’s cost in order to assist Distributor’s promotional activities for Product in the Territory. Company shall have the right to hold a meeting with Distributor at the time and place to be agreed upon by the Parties to discuss alternative activities. (i) Reasonable quantities of promotional materials and literature in English as requested by Distributor. (ii) Medical and commercial advice and information to assist Distributor in responding to inquires inquiries and questions made concerning the Product by other Persons, including, customers and governmental authorities. (iii) Technical and marketing training on the Product at a designated facility of Company for reasonable, but limited number of, Distributor’s competent technical and sales representatives at times and for durations to be agreed upon by the Parties; provided, however, [***] out-of-pocket costs for such training of Distributor’s representatives and employees such as travelling, lodging and insurance are to be [***]. (b) Company shall maintain ISO 13485 and Medical Device Directive certification to support the right to continue to use the CE xxxx in commerce on the Product, but only if maintaining ISO 13485 and Medical Device Directive certification is required to sell the product in the Territory. (c) Company will maintain the CE marked status for the Product for the countries covered by the CE xxxx and maintain all certificates and approvals required in the European Union, but only if maintaining CE marked status for the Product is required to sell the Product in the Territory. (d) During the Initial Term, Company shall [***]. During the Term, Company shall [***]. (e) Company shall not, at any time during the Initial Term, directly or indirectly import, supply, promote, market, distribute, sell or otherwise commercialize in the Territory [***]. For purposes of clarity, the foregoing is not intended to and shall not limit Company’s rights to commercialize Gel-One or the Gel-One repeat treatment label expansion or to commercialize any Product through Distributor. Finally, for the avoidance of doubt, the prohibitions set forth in this Section 6(e) shall not apply during the Renewal Period. (f) In accordance with Distributor’s request and pursuant to Section 6(a) above, Company shall prepare and file all regulatory filings as may be required in the Territory to replace XXXXX & NEPHEW, INCInc.’s name, logo and other identifying details of the Product label with those of the Distributor.

Appears in 1 contract

Samples: Distribution Agreement (Bioventus Inc.)

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