Exclusive Distribution Right Sample Clauses

Exclusive Distribution Right. Xxxx hereby agrees that at all times prior to the expiration or termination of the Option Period, it will not market, sell or distribute any Product in any Jurisdiction or enter into any agreement or take any other action (including but not limited to, (i) granting any third party the right, or otherwise permitting any third party, to sell, market or distribute any Product in any Jurisdiction, (ii) entering into any distribution agreement with any third party in respect of any Product, and (iii) transferring or licensing to any third party any proprietary rights or other intellectual property) that would prevent or hinder BSC from exercising any Option; provided, however, that notwithstanding anything to the contrary in this Section 2, if BSC sells, markets or distributes any Directly Competitive Resorbable Stent Product in any Jurisdiction, then Xxxx shall be entitled to market, sell and distribute the applicable Corresponding Stent Product in such Jurisdiction, or grant other parties the right to do so, in each case on a non-exclusive basis. Notwithstanding anything to the contrary herein, if (x) Xxxx receives Product Approval in respect of any Jurisdiction, or any country or territory within a Jurisdiction (in the case of the European Union), outside of the United States (each a “Foreign Jurisdiction”) with respect to any Product prior to the submission by Xxxx to the FDA of an application for Product Approval in the United States with respect to such Product, and (y) BSC does not deliver to Xxxx an Option Exercise Notice with respect to such Product and such Foreign Jurisdiction prior to the ninetieth (90th) day following receipt by BSC of a written inquiry from Xxxx (which written inquiry may not be delivered to BSC until after such time as Xxxx has obtained Product Approval in respect of such Product and such Foreign Jurisdiction) inquiring whether BSC intends to exercise the Option with respect to such Product and such Foreign Jurisdiction or BSC delivers an Option Exercise Notice with respect to such Product and such Foreign Jurisdiction but BSC and Xxxx are unable to agree upon the terms of a definitive distribution agreement prior to the expiration of the Negotiation Period, then Xxxx may sell, market and distribute such Product in such Foreign Jurisdiction directly or through any third party that is not a Direct Competitor, provided, however, that any and all distribution, reseller or similar agreement(s) entered into between Xxxx and any such t...
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Exclusive Distribution Right. 2.1 Party B agrees to grant Party A, and Party A agrees to accept, an exclusive distribution right with respect to the Products in the Territory during the Term of this Agreement, under which Party A has the right to, by itself or through any of its Affiliates or any dealer, distributor, medical institution or any other Person designated by Party A (collectively as “Party A’s Designated Entity”), sell, offer to sell, store, disposal, transport, bid for, market and promote and/or advertise, and provide service for, and conduct any other activities related to, the Products (collectively as “Distribution”). Party A shall be fully liable for the activities or omissions of any of Party A’s Designated Entities.
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Exclusive Distribution Right. Subject to the terms and conditions of this Agreement, Prestwick hereby (a) appoints Distributor as its exclusive distributor (even as to Prestwick and its Affiliates) of Product in the Territory and Distributor hereby agrees to act in that capacity, (b) grants Distributor an exclusive (even as to Prestwick and its Affiliates), royalty-free license to use Prestwick Know-How and under Prestwick Patents and Intellectual Property to distribute and sell Product in the Territory, and (c) grants Distributor a co-exclusive (with Prestwick), royalty-free license (1) under Prestwick Patents and Intellectual Property and (2) to use Prestwick Know-How, to market and promote Product in the Territory.
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Exclusive Distribution Right. IDI hereby appoints Cepheid and Cepheid hereby accepts such appointment to act as the [***], distributor of the IDI Manufactured Product [***] Target Assay for use on the [***] in the [***] until the sooner of: (i) [***], or (2) the launch date of the [***] (the “[***] Distribution Term”). At the conclusion of the [***] Distribution Term, Cepheid’s rights to distribute such GBS Target Assay will become [***], and such [***] distribution rights will be subject to the [***] ([***]) year term provisions outlined in Section 8.1. Notwithstanding the rest of this Section 2.1.2, if Cepheid does not receive orders for at least [***] [***] for the purpose of performing the [***] assay between [***] and [***], then its [***] Distribution Term for the GBS assay shall end at 12 Midnight, [***].
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Exclusive Distribution Right. Osiris shall not grant any spinal implant manufacturer (“Spinal Implant Manufacturer”), except for the Distributor, the right to distribute the Product in calendar year 2005 and any subsequent Quarter; provided, however, in the event that the Firm Commitment fails to equal eighty percent (80%) of the Production Forecast for any Quarter beginning in calendar year 2006, Distributor’s right to be the exclusive Spinal Implant Manufacturer distributing the Product shall terminate. In the event Osiris enters into a distribution agreement with another Spinal Implant Manufacturer, Osiris shall offer the Product to Distributor at a [************] discount to the price paid by such other Spinal Implant Manufacturer if such discounted price is less than the price established pursuant to Section 4.1. For the avoidance of doubt, nothing in this Agreement shall prevent or in any way limit Osiris’ ability to distribute Product itself.
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Exclusive Distribution Right 
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Related to Exclusive Distribution Right

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • Exclusive Service Employee shall devote his best efforts and full time to rendering services on behalf of the Corporation in furtherance of its best interests. Employee shall comply with all policies, standards and regulations of the Corporation now or hereafter promulgated, and shall perform his duties under this Agreement to the best of his abilities and in accordance with standards of conduct applicable to officers of banks.

  • Stock Distribution /Rights Exercise Fee by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions, or (b) an exercise of rights to purchase additional ADSs;

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • Non-Exclusive License Grant Subject to the terms and conditions of this Agreement, Takeda hereby grants to Licensee a non-exclusive, sublicensable (subject to Section 3.3 (Sublicensing)) right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to: (a) Develop the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Men’s Health Field in the Takeda Territory solely for the purpose of Exploiting such Licensed Products in the Field in the Licensee Territory, or as required in order for Licensee to comply with its diligence obligations set forth in Section 5.2 (Development Diligence Obligations) and (b) Manufacture the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Takeda Territory.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Allocation of Registration Opportunities In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

  • Consideration for License 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction.

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