Distributor Covenants. Distributor hereby covenants and agrees for the benefit of Ampio that Distributor shall:
(a) conduct any promotion, advertising, marketing, distribution or sale of the Product in accordance with all applicable Laws and in material conformance with applicable industry codes, guidelines and standards, including each as amended and in force from time to time, and shall cultivate good relationships with Customers and potential customers in the Territory in accordance with sound commercial principles;
(b) observe and comply with such storage, stock control and operational practices and procedures with respect to the Product as may be legally required and as Ampio may specify or approve from time to time;
(c) not make any representation to Customers nor give any warranties other than those printed on the Product’ packaging or labeling or included within marketing or sales aid material or other Product information provided or agreed to by Ampio;
(d) during the Term of this Agreement and for 3 years following expiration or termination of this Agreement, or such longer period as may be required by applicable Laws, maintain complete and accurate books of account and records showing orders placed, sales and services stock with respect to the Product;
(e) not use the services of any Person debarred or suspended under section 306 of the Federal Food, Drug, and Cosmetic Act, as amended, or under the Brazilian ANVISA regulation, in performing its obligations or exercising its rights under this Agreement. Distributor shall promptly notify Ampio if any Person whose services Distributor is using in the performance of its obligations or exercise of its rights under this Agreement becomes debarred or suspended;
(f) submit marketing materials relating to the Product, if any, to local Governmental Authorities in the Territory where such submissions are required or necessary or as directed by Ampio or any Governmental Authority;
(g) be responsible for all reimbursement activity relating to the Product;
(h) promote, advertise, market, distribute and sell the Product in the Territory in substantially the same manner as other of Distributor’s businesses; and
(i) execute trade terms, quantity discount, settlement terms, etc. in substantially the same manner as other of Distributor’s businesses.
Distributor Covenants. Distributor will:
(i) conduct business in a manner that reflects favorably at all times on Company Products and the good name, good will and reputation of Company;
(ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company, Company Products or the public;
(iii) make no false or misleading representations with regard to Company or Company Products;
(iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Company or Company Products;
(v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Company Products that are inconsistent with the literature distributed by Company;
(vi) not enter into any contract or engage in any practice detrimental to the interests of Company in Company Products; and
(vii) not sell Company Products to entities outside of the Territory, or to an entity which it knows or reasonably should know will resell or transfer the Company Products outside of the Territory.
Distributor Covenants. Distributor agrees to pay the price of Product purchases by letter of credit or wire transfer prior to product shipment. Distributor will pay all related shipping costs, unless other arrangements have been expressly made.
Distributor Covenants. DISTRIBUTOR covenants and agrees:
Distributor Covenants. Distributor will: (i) conduct business in a manner that reflects favorably at all times on Company Products and the good name, good will and reputation of Company; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company, Company Products or the public; (iii) make no false or misleading representations with regard to Company or Company Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Company or Company Products; (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Company Products that are inconsistent with the literature distributed by Company; and (vi) not enter into any contract or engage in any practice detrimental to the interests of Company and Company Products as determined by Company and as communicated by Company to Distributor. Compliance with Law. Distributor will comply with all applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to Company Products.
Distributor Covenants. (a) Distributor will only sell and distribute the Product in the Territory, or make or solicit offers to sell the Product in the Territory during the Selling Period and in no event will such sales of the Product exceed the Supply Amount.
(b) Distributor will comply in all material respects with all applicable Laws (including DEA and FDA regulations) relating to the handling, storage and disposal of the Products. *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(c) Distributor will comply with all applicable Laws related to the marketing, distribution and sale of the Products.
(d) Prior to Distributor using any marketing and sales materials pursuant to this Agreement, Distributor will submit to Purdue for Purdue’s written approval all such marketing and sales materials.
(e) Distributor will be responsible for all pricing decisions with respect to the Products.
(f) In accordance with applicable Law, Distributor will register and sell the Products using only NDC numbers that reflect Distributor as the distributor of the Products.
(g) Distributor will be responsible for all price reporting under Distributor’s own NDC for the Products to any and all Governmental Authorities, as well as to any Third Party pricing publications.
(h) Distributor will cause its employees responsible for the supply, distribution, sale or marketing of the Products in the Territory to act in accordance with the highest standards of the industry and in a professional, ethical and lawful manner, consistent with the same diligence used with regard to other products marketed by Distributor.
(i) Distributor acknowledges that nothing in this Agreement will grant to Distributor any rights, titles, interests, licenses, waivers, releases, authorizations or covenants to, or interest in, either express or implied, any intellectual property improvements, new formulations, indications, dosages, forms of administration, dosage strengths, or other presentations or uses of Product at any time, whether past, present or future, derived or developed by or on behalf of Purdue or its Affiliates, or any other product, compound or molecule owned or controlled, in whole or in part, by Purdue or its Affiliates.
(j) Distributor will not market, distribute or sell the Product to any Third Party in the Territory fo...
Distributor Covenants. Distributor shall comply with the following provisions:
(i) Distributor shall not dispute or contest or assist others to dispute or contest the validity of any of Abbott Nutrition's Intellectual Property. In addition, if Distributor so disputes or contests or assists others to dispute or contest the validity of any of the foregoing rights of Abbott Nutrition, Abbott Nutrition shall have the right to terminate this Agreement immediately upon written notice to Distributor. This covenant not to contest shall not, however, apply to the validity of any U.S. letters patent owned by Abbott Nutrition or to the extent this covenant is invalid under applicable law.
(ii) Distributor shall not omit or alter patent numbers, trade names or trademarks, indications of copyright numbers or series or any other Abbott Nutrition markings affixed on the Licensed Products obtained from Abbott Nutrition, or alter Licensed Product labeling. Distributor shall not tamper with or alter the packaging of Licensed Products as provided by Abbott Nutrition. Distributor shall sell the Licensed Products in the Territory under Abbott Nutrition's name. Distributor shall not take any action which would, or fail to take any action where such failure would, directly or indirectly, have an adverse effect upon the Trademarks or goodwill of Abbott Nutrition. Upon any termination of this Agreement, Distributor shall cease all use of the Trademarks of Abbott Nutrition and its Affiliates, shall not employ in any way any other word, xxxx, sign, symbol or name associated with the Licensed Products, and shall not use any trademarks, copyrights, trade names, or product names which are confusingly similar to the Trademarks. Distributor shall in no event use any such Trademarks in connection with any products other than the Licensed Products.
(iii) Distributor shall acquire no rights or other interest in the Trademark and Abbott Nutrition’s trade name, trade dress or any other trademark or other Intellectual Property right owned or otherwise controlled by Abbott Nutrition except as explicitly provided by this Agreement. All uses by Distributor of the Trademarks shall inure solely to the benefit of Abbott Nutrition. Distributor understands and agrees that it is not authorized to use the Abbott Nutrition name in connection with its general business or to imply to third parties that its relationship with Abbott Nutrition is other than as a sales distributor under this Agreement. Distributor may only use the T...
Distributor Covenants. Distributor agrees to:
(a) Exercise its best efforts to sell and solicit orders for the sale of the Products;
(b) Respond promptly to all sales leads and the results of such sales leads shall be disclosed to the Company by the Distributor upon request;
(c) Maintain adequate facilities and manpower of well-trained and qualified personnel to fulfill its obligations to the Company which shall include, but not be limited to, the proper and effective merchandising of the Products;
(d) Maintain a program to continually familiarize its sales force and merchandisers with the Products;
(e) Keep on hand for ready use and reference by its sales force such literature as the Company may supply regarding the Products;
(f) Cooperate in any sales, marketing, or promotional efforts sponsored by the Company, including, customer seminars, trade shows, and direct customer mailings;
(g) Submit to the Company rolling six (6) month forecasts for the purchase of the Products and update these forecasts monthly;
(h) Provide the Company with a marketing plan for the next fiscal year by the first day of June each year;
(i) On a timely basis, keep the Company advised of the potential demand for the Products as well as promptly advise the Company of any event of which Distributor may have knowledge which may affect the sales or position of the Products in the Territory, including but not limited to, keeping the Company informed of any changes in Market conditions and new opportunities;
(j) Keep data on sales volume and any other information necessary to operate effectively, having it available for the Company on a current basis;
(k) Maintain and keep an adequate supply of inventory of the Products, which shall be no less than one month supply, to meet demands and to avoid out-of-stock situations; and
(l) Report to the Company in writing its sales activity bi-monthly, including but not limited to, any changes in Distributor corporate sales structure, or sales personnel any new hospital trials, new business won, any business lost, tactics by competition, and any promotional activities undertaken, and, upon request, provide the Company with a list of purchasers of Products showing the quantity and dates Products were purchased.
Distributor Covenants. Distributor will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Incoming; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Incoming or Incoming Products; (iii) make no false or misleading representations with regard to Incoming or Incoming Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Incoming or Incoming Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications of Incoming Products that are inconsistent with information distributed by Incoming.
Distributor Covenants. Distributor will: (i) conduct business in a manner that reflects favorably at all times on Transmeta Products and the good name, good will and reputation of Transmeta;(ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Transmeta, Transmeta Products or the public; (iii) make no false or misleading representations with regard to Transmeta or Transmeta Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Transmeta or Transmeta Products; (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Transmeta Products that are inconsistent with the literature distributed by Transmeta; and (vi) not enter into any contract or engage in any practice detrimental to the interests of Transmeta in Transmeta Products. Distributor agrees that: (1) it will not disassemble, decompile, or reverse engineer any Transmeta Products, (2) it will not copy or otherwise reproduce any Transmeta Products, in whole or in part, and (3) it will not modify the Transmeta Products in any manner.
