Exclusive Distributorship Clause Samples
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Exclusive Distributorship. (a) Upon and subject to the terms and conditions of this Agreement, Cipher hereby appoints Distributor as its exclusive distributor of the Product in the Territory throughout the Term with the exclusive right and obligation to Market the Product in the Territory and the right to conduct post-regulatory approval clinical program development for the Product pursuant to Section 4.6, and Distributor hereby accepts such appointment. Cipher represents and warrants to Distributor that except for the exclusive license granted in this Section 2.1, Cipher has not granted any other license to use, market and/or import, the Product in the Territory. Cipher shall take all reasonable and prudent actions to ensure that Product does not enter the Territory as black market goods, and shall include in any contracts with distributors outside the Territory terms and conditions (i) that prohibit the export of Product into the Territory, and (ii) that (A) prohibit the sale of Product to Third Parties known to participate in the export in the Territory of Product or of a product with the same formulation and range of strengths as the Product, as approved by the Regulatory Authorities from time to time (“Prohibited Sales”) or/and (B) permit Cipher to terminate the contract if Distributor does not cure Prohibited Sales.
(b) To the extent required by Distributor to Market the Product in accordance with this Agreement, Cipher hereby grants to Distributor a non-exclusive license to use all Product Technology necessary in order to Market the Product in the Territory.
(c) Distributor shall obtain exclusively from Cipher all Product for Marketing in the Territory, except as otherwise permitted by the terms of this Agreement. Cipher shall supply the Product to Distributor for Marketing by Distributor in the Territory in accordance with the terms of this Agreement.
(d) Distributor shall have the right to retain SubDistributors to Market the Product for use solely within the Territory, and Distributor shall cause such SubDistributors to perform the applicable obligations of Distributor under this Agreement, or otherwise ensure that such obligations are performed by Distributor, provided that nothing herein shall imply a right of Distributor to grant a sublicense to a SubDistributor other than pursuant to Section 2.1(e) below. Distributor shall remain fully responsible and liable to Cipher for the performance of all of the terms of this Agreement by its SubDistributors. Distributor shall no...
Exclusive Distributorship. As a part of the assignment of the Assigned Rights and Technologies hereunder, ATI shall grant to Assignee (i) the exclusive right to use, sell, market, develop or distribute the products set forth in Exhibit A attached hereto for use within the Market ("Product I") and (ii) the non-exclusive right to use, sell, market, develop or distribute the products set forth on Exhibit B attached hereto for use within the Market ("Product II") (Product I and Product II are collectively, the "Device"), and Assignee (y) agrees to give Assignor the first opportunity to fill any orders for the Device pursuant to his Agreement, and (z) subject to Section 5.6.2, agrees not to purchase, use, sell, market, develop or distribute any apheresis devices or similar devices other than the Device, without the prior written consent of Assignor.
Exclusive Distributorship. During the term of this Letter Agreement:
(a) Jyra grants you the exclusive right to buy from Jyra, for resale into the "Territory," as that term is defined below, products (including parts and accessories for such products) of the Lines (the "Products");
(b) You will concentrate your service, promotion, and sales efforts within the following geographical area (the "Territory"), consisting of five subterritories (each, a "Subterritory"), as follows:
Exclusive Distributorship. RenaGel LLC hereby grants to Genzyme the exclusive right to distribute and sell the Collaboration Products within the Territory and for use within the Field. All revenues from the sales of Collaboration Products in the Territory (other than sales by RenaGel LLC to Genzyme) shall be booked by Genzyme.
Exclusive Distributorship. 1. Subject to the terms and conditions herein and Individual Agreements (defined in Article 3), the Supplier hereby grants to the Distributor the exclusive right to purchase the Products from the Supplier and to sell the Products in the Territory.
2. The Supplier shall not grant to any party other than the Distributor any right to purchase the Products from the Supplier or to sell the Products in the Territory, and shall not itself sell any Products in the Territory.
3. The relationship hereby established between the Supplier and the Distributor shall be that of a seller and a purchaser, and the Distributor shall not be given any authority to represent the Supplier for any purpose whatsoever.
Exclusive Distributorship. During the Exclusive Period, and subject to the exclusivity set forth in Section 2.3, GELESIS hereby appoints RO and its Affiliates as a distributor of the Product in the Field in the Territory, and grants RO and its Affiliates a right to Distribute the Product in the Field in the Territory.
Exclusive Distributorship. Within twenty (20) days of the Commencement Date, CTS shall (a) notify the relevant governmental authorities of the Territory of the existence and terms of this Agreement (as required by the laws or regulations of the Territory) and name Distributor as its exclusive distributor for the Product in the Territory and (b) provide Distributor a certified copy of such notification to the relevant governmental authorities
Exclusive Distributorship. Safari shall not at any time during the term of this agreement, without the previous consent in writing of Archangel, sell or supply to any other person, firm or corporation any Molecuthane(tm) body armor inserts, or appoint any other agent or dealer to sell Molecuthane(tm) body armor inserts. It is understood and agreed that Safari will have the Molecuthane(tm) body armor inserts on its web site and may but is not obligated to make other efforts to aid Archangel in its sale of said Molecuthane(tm) body armor inserts.
Exclusive Distributorship. As of the effective Date, EPi and NPC agree to enter into a distributorship agreement whereby the parties will work exclusively with each other in the manufacturing and distribution, for outright sale as well as for rental/lease to hospitals, homes and wound care center, of PEMS Devices in the United States for selected applications based on the detailed terms and conditions provided in this Section 2.
2.1 Subject to NPC purchasing the minimum number of PEMS Devices on a monthly basis for each of the partial calendar year of 1997 and each full calendar year thereafter as provided below, EPi agrees not to sell or rent PEMS Devices, in the United States, on its own or in conjunction with a third party in the applications specifically listed in Section 2.3 below.
2.2 The minimum quota for purchase by NPC that may be modified as set forth in Section 2.4, which minimum quotas shall be allocated one-third each to each of the three specific market applications set forth in Section 2.3, are as follows: Year Period Minimum Quota ---- ------ ------------- 1997 May - December [OMISSION] devices each month Year Period Minimum Quota ---- ------ ------------- 1998 January - June [OMISSION] devices each month July - December [OMISSION] devices each month 1999 January - June [OMISSION] devices each month July - December [OMISSION] devices each month 2000 January - June [OMISSION] devices each month July - December [OMISSION] devices each month 2001 January - June [OMISSION] devices each month July - December [OMISSION] devices each month NPC will purchase and EPi will sell the PEMS Devices to NPC at the following prices: (i) a price per unit equal to [OMISSION], excluding sales and other applicable taxes, for PEMS Devices that are sold by NPC to an end user and for which NPC does not receive any rental/lease revenue and (ii) a price per unit of [OMISSION] for each PEMS Device for which NPC enters a rental/lease agreement with a customer and based upon which NPC also pays EPi the royalty payments as set forth in Section 1.5(ii). The prices recited in the preceding sentence are subject to adjustment by the Consumer Price Index for orders placed by NPC during the year 1999 and thereafter. For new devices developed pursuant to Section 2.5, the price per unit shall be [OMISSION] of EPi's manufacturing cost (as calculated based on customary basis for determining manufacturing cost for medical devices). NPC agrees to provide to EPi a six month projection at the beginning of each...
Exclusive Distributorship a. HCM shall have the right to distribute ColorMax products on an exclusive basis in the Territory. b. HCM shall pay three percent (3%) Royalty on the net wholesale amount to KHL or KHL's designee during the terms of this Agreement and any extension thereof.