Distribution of Certain Products in the PMI Markets Sample Clauses

Distribution of Certain Products in the PMI Markets. The Parties acknowledge and agree: (a) Kaival Brands International, LLC, a Delaware limited liability company (“KBI”) is a wholly owned subsidiary of Distributor; (b) KBI, on the Effective Date, will be entering into the Deed of Licensing Agreement (the “PMI Licensing Agreement”) with Pxxxxx Mxxxxx Products, S.A. (“PMI”) whereby PMI will be granted a sub-license for certain intellectual property more specifically set forth in the PMI Licensing Agreement in the Markets; (c) in order to fulfill the terms of the PMI Licensing Agreement, KBI and the Manufacturer will be entering into a License Agreement on the Effective Date whereby Manufacturer shall license to KBI all the intellectual property rights that are necessary for KBI to sub-license the intellectual property rights to PMI that are forth in the PMI Licensing Agreement; and (d) in order to fulfill the terms of the PMI Licensing Agreement, Distributor shall contribute its exclusive distribution rights to the Markets (the “PMI Distribution Rights”) to KBI in the form of a Capital Contribution Agreement for the duration of the Term (including any Extension Period and Sell-Out Period) to ensure this Agreement does not conflict with or otherwise include the rights sub-licensed by KBI to PMI pursuant to the PMI Licensing Agreement, including, without limitation, PMI’s right to distribute Products, as well as any New Property included under the scope of the PMI Licensing Agreement, in the Markets. The Parties agree that upon termination of the PMI Licensing Agreement and the completion of any Sell-Out Period, KBI shall contribute the PMI Distribution Rights back to Distributor so that all worldwide distribution rights revert back to Distributor for the duration of the term of this Agreement in the manner prescribed herein and that the PMI Exclusion no longer applies in interpreting this Agreement. Capitalized terms that are used, but not defined, in this Agreement shall have the meanings set forth in the PMI Licensing Agreement. The Parties further agree that Distributor shall grant the PMI Distribution Rights directly to PMI as required by the Deed of Letter dated even date herewith (the “Deed Letter”) for the duration of the Term including any Extension Period and Sell-Out Period.
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