Exclusive Distribution. 3.1 Subject to the terms and conditions hereof, MBI agrees to sell to SYT the Commercial Product and SYT agrees to purchase all of its requirements of the Commercial Product from MBI and distribute the Commercial Product for use in the Field in the Territory.
3.2 Notwithstanding anything to the contrary contained herein, Italy will be excluded from the Territory until March 1, 2011, and shall be included in the Territory thereafter.
3.3 Notwithstanding anything to the contrary contained herein, Turkey and Israel will not be included in the Territory for the time being, as MBI has informed SYT about prior existing commitments in Turkey and Israel. Both Parties will agree within 6 months after signing of this Commercial Agreement how SYT exclusive distribution rights in Turkey and Israel can be granted and automatically included in the Territory under the terms of this Commercial Agreement; provided, further, that if after 24 months after signing of this Commercial Agreement such exclusive distribution rights have not been obtained with respect to either country or countries then such country or countries will not be included in the Territory and the Registration and Business Plan will be amended accordingly.
3.4 Upon completion by SYT of initial commercial sales (commercial sales considered to be completed when first invoice to a SYT customer is issued) of the Commercial Product for use in the Field in a country within the Territory hereunder, MBI will discontinue the sales of Rey- [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission noutria active ingredient formulations in such respective country; provided, however, that MBI may sell off existing inventory or work in progress of such product in such country.
3.5 SYT shall use commercially reasonable efforts to develop sales and achieve targets agreed in the Business Plan attached hereto as Exhibit 1.
3.6 If at any time the sales targets set forth in the Business Plan are not met by SYT for any [*****] as a whole, MBI shall have the right to [*****] of the Commercial Product and any other Reynoutria active ingredient formulation in the Territory (the “Section 3.6 [*****] Right”), while all other terms of this Agreement not in conflict with this Section 3.6 shall remain unchanged; provided, however, that if the Section 3.6 [*****] Right is triggered and the right to [*****] is prohibited by law or regulation or judicial order in a...
Exclusive Distribution. Tutogen hereby appoints Sulzer, and Sulzer hereby accepts the appointment during the term of this Agreement as the exclusive distributor of the Products in the Territory for the Field of Use.
Exclusive Distribution. 1. Upon occurrence of condition precedent, Clyvia assigns to the authorized dealer the exclusive distribution of systems for fractional depolymerization as well as their peripherals ("contract products" below) in the contract territory specified below. Clyvia can request, but it is not mandatory, that this distribution contract also extend to those products that Clyvia includes in production or distribution as a subsequent product or supplementary product for the contract products described above.
2. The authorized dealer buys and sells in his own name and at his own expense. He is not entitled to represent Clyvia in legal transactions. Clyvia will use no additional authorized dealers in the contract territory.
Exclusive Distribution. An exclusive, non-transferable license, with limited right to sub-license, to (i) promote, market and demonstrate the Software and Documentation throughout the Exclusive Territory, (ii) distribute the Software and Documentation throughout the Exclusive Territory to Authorized End-Users, and (iii) distribute and sub-license the Software and Documentation throughout the Exclusive Territory to Authorized Evaluators for use on Authorized Workstations;
Exclusive Distribution. 1.1. The Supplier hereby grants Sephora, which accepts, the exclusive right to import and distribute the Products within the territory described below: France, Luxembourg, Monaco, Italy, Spain, Portugal, Turkey, Greece, Switzerland, Romania, Serbia, Bulgaria, Poland, Czech Republic and Germany. hereinafter the “Territory”. Consequently, the Supplier shall refrain from appointing any third party as distributor or agent for the Products in the Territory and shall refrain from making direct sales of the Products in the Territory. However, the Supplier reserves the right to sell the Products through its own Milk stores and Milk website. Sephora may decide in which channels the Products shall be distributed in each country of the Territory. Sephora may sell the Products in Sephora group’s stores, Sephora corners, shop-in-the-shop, Internet, print catalogue....
1.2. The exclusivity is given until [***]
Exclusive Distribution. On the terms and subject to the conditions set forth in this Agreement, except as set forth on Schedule 4.01(a) hereto and subject to passive sales obligations in the European Economic Area, Seller hereby appoints Buyer and its Affiliates acting on its behalf as the sole and exclusive (also vis-à-vis-Seller) distributor within the O&G Segment within the Territory of (a) the Product during the Term and (b) the Spare Parts and Services relating to the Product during the period beginning on the date hereof and ending on the earlier of the expiration or termination of the Term or the Trigger Date (and, during such appointment, Seller and its Affiliates shall refrain from pursuing, directly or indirectly, any such distribution in the O&G Segment or appointing any other distributor in respect of the Product, the Spare Parts and the Services relating to the Product in the O&G Segment). Buyer, on behalf of itself and its Affiliates, hereby accepts such appointment on the terms and subject to the conditions set forth in this Agreement.
Exclusive Distribution. TRIS hereby grants to AYTU the exclusive right (except as expressly stated herein, even as to TRIS and its Affiliates) to Market the Product solely as a branded product (expressly excluding a non-branded generic or a Private Label product) in the Territory during the Term. Such exclusive right (i) is non-sub-licensable except as provided in this Section 3.1 and (ii) may only be transferred in accordance with an assignment of this Agreement pursuant to Section 14.8. AYTU may appoint sublicensees with TRIS’s prior written consent (each, a “Sublicensee”), which consent shall not be unreasonably withheld, conditioned or delayed. Each sublicense agreement shall provide for the following: (i) AYTU guarantees (pursuant to a guaranty acceptable to TRIS) and is responsible and liable to TRIS for the making of all payments due, and the making of any reports under this Agreement, with respect to sales of any Product by its Subsidiaries or Sublicensees and their compliance with all applicable terms of this Agreement (as if there was no Sublicensee); (ii) such sublicense agreement permits AYTU to assign to TRIS such sublicense agreement; (iii) such sublicense agreement requires such Sublicensee to observe all other applicable terms of this Agreement; and (iv) each such Affiliate or Sublicensee agrees in writing with TRIS to maintain appropriate and accurate books and records and to permit TRIS to inspect and copy such records and visit such Sublicensee’s facilities and to observe all other applicable terms, of this Agreement. No right or license other than those specifically granted to AYTU under this Section 3.1 are granted, and rights not specifically granted to AYTU herein are hereby explicitly retained by TRIS, including, without limitation the right to manufacture each Product and to exclusively supply each Product to AYTU (except as otherwise expressly set forth in this Agreement).
Exclusive Distribution. (a) Essential Innovations grants GBX sole exclusive distribution rights in the Territory for the Product(s) during the Term of this Agreement subject to GBX committing to the following minimum annual volume and purchase quotas defined as follows: For the Territory of Mexico = a base of 200 units in Year One (Special Note: For the 1st year of the Agreement, the start date for the fulfillment of the 1st years' minimum annual base of 200 unit purchase commitment will begin 3 months from the date of the actual execution date of this Agreement, making it initially a 15 month term; On the 1st day of the 4th month, being the first day of the 12-month initial term, GBX agrees it will then place a purchase order with EIC for a minimum of at least 5 units of any product size or model at that date. The second purchase order will then be on the 1st day of the 8th month, being the first day of the 4th month of the12-month initial term, where GBX then agrees it will place a purchase order with EIC for a minimum of at least 20 units of any product size or model at that date, and on each and every subsequent 1st day of the month of the Agreement, while working to achieve the 200 unit minimum annual quota. Assuming the successful completion of the 1st Year of the Agreement with GBX selling a minimum of 200 units, then EIC agrees that it will remove the monthly purchase requirement as it is understood that most of the orders that GBX will make will be large bulk orders and it will be difficult to determine when the orders will be made during the course of the Year. There will be a 25% purchase increase per annum from the base for each year of Renewal assuming the Contract is extended for an additional 3-year term as defined below: Year Two: 250 units in the Territory Year Three: 312 units in the Territory Year Four: 390 units in the Territory
(i) At such time that EIC decides to offer Exclusivity in the "Future Territory" and then GBX may decide to exercise it's First Right of Refusal for Exclusivity in the "Future Territory" of "Central Americas" the Year One annual volume and purchase quota is as follows:
Exclusive Distribution. Subject to the terms and conditions of this Agreement, Regenity hereby appoints Distributor as the exclusive distributor, and Distributor accepts such exclusive engagement to market, sell and distribute Product(s) to customers within the Territory for use in the Field. While Distributor’s Exclusive Distribution (as defined below) is granted by Regenity as of the Effective Date, Distributor’s right to such Exclusive Distribution shall be automatically triggered upon receipt by Regenity of 510(k) clearance by the FDA for the intended use and indications for use as a Class II medical device as agreed between the Parties (the “FDA Clearance Date”). Distributor shall purchase the Products supplied by Regenity and resell such Products in its own name, for its own account, and at its own risk except for Products subject to manufacturing defects, or recall, modification or discontinuation events as provided under Sections 2.4(b) and 2.7 (as applicable) whereby any risk related to the marketing, sale and distribution of the Products will be borne by Regenity. Distributor is an independent distributor and is not an agent of Regenity for any purpose.
Exclusive Distribution. The Parties agree to provide the Investor or his assignee the sole and exclusive right to conduct the Company’s (and any subsidiary thereof) sales activities in Mexico as will more fully detailed in a separate agreement to be executed simultaneously with the SPA at most favorable pricing.
