Common use of Exclusive Rights and License to Market, Sell, and Distribute Clause in Contracts

Exclusive Rights and License to Market, Sell, and Distribute. (a) Subject to the terms and conditions of this Agreement, Novadaq hereby appoints KCI MR during the Term as Novadaq’s exclusive distributor of the Products in the Territory and grants to KCI MR the right during the Term to market and demonstrate the Products to Customers for use within the Field and sell and otherwise distribute the Products to Customers within the Territory. KCI MR shall not sell the Products to a Customer with KCI MR having knowledge that a Customer will use the Products outside of the Field. Novadaq represents and warrants to KCI MR that Novadaq has the right and authority to execute, deliver, and perform this Agreement, and Novadaq has not entered into any other agreements, written or oral, with any third party permitting the sale or distribution of the Products in the Field in the Territory, and covenants and agrees that during the Term, Novadaq will not enter into any such agreement or itself sell or distribute the Products in the Field in the Territory. KCI MR may appoint any of its Affiliates as a subdistributor under the Agreement (the “Subdistributor”) to the extent that Novadaq has granted distribution rights as set forth in this Section 2.1(a) and other rights and obligations set forth in this Agreement (e.g., the responsibility for conducting clinical trials) without obtaining the consent of Novadaq; provided, however, that such subdistribution rights shall automatically be deemed to be terminated and of no further force or effect if the Subdistributor is no longer an Affiliate of KCI MR MR.

Exclusive Rights and License to Market, Sell, and Distribute. (a) Subject to the terms and conditions of this Agreement, Novadaq hereby appoints KCI MR US during the Term as Novadaq’s exclusive distributor of the Products in the Territory and grants to KCI MR US the right during the Term to market and demonstrate the Products to Customers for use within the Field and sell and otherwise distribute the Products to Customers within the Territory. KCI MR US shall not sell the Products to a Customer with KCI MR US having knowledge that a Customer will use the Products outside of the Field. Novadaq represents and warrants to KCI MR US that Novadaq has the right and authority to execute, deliver, and perform this Agreement, and Novadaq has not entered into any other agreements, written or oral, with any third party permitting the sale or distribution of the Products in the Field in the Territory, and covenants and agrees that during the Term, Novadaq will not enter into any such agreement or itself sell or distribute the Products in the Field in the Territory. KCI MR US may appoint any of its Affiliates as a subdistributor under the Agreement (the “Subdistributor”) to the extent that Novadaq has granted distribution rights as set forth in this Section 2.1(a) and other rights and obligations set forth in this Agreement (e.g., the responsibility for conducting clinical trials) without obtaining the consent of Novadaq; provided, however, that such subdistribution rights shall automatically be deemed to be terminated and of no further force or effect if the Subdistributor is no longer an Affiliate of KCI MR MRUS.

Exclusive Rights and License to Market, Sell, and Distribute. (a) Subject to the terms and conditions of this Agreement, Novadaq hereby appoints KCI LifeCell MR during the Term as Novadaq’s exclusive distributor of the Products in the Territory and grants to KCI LifeCell MR the right during the Term to market and demonstrate the Products to Customers for use within the Field and sell and otherwise distribute the Products to Customers within the Territory. KCI LifeCell MR shall not sell the Products to a Customer with KCI LifeCell MR having knowledge that a Customer will use the Products outside of the Field. Novadaq represents and warrants to KCI LifeCell MR that Novadaq has the right and authority to execute, deliver, and perform this Agreement, and Novadaq has not entered into any other agreements, written or oral, with any third party permitting the sale or distribution of the Products in the Field in the Territory, and covenants and agrees that during the Term, Novadaq will not enter into any such agreement or itself sell or distribute the Products in the Field in the Territory. KCI LifeCell MR may appoint any of its Affiliates as a subdistributor under the Agreement (the “Subdistributor”) to the extent that Novadaq has granted distribution rights as set forth in this Section 2.1(a) and other rights and obligations set forth in this Agreement (e.g., the responsibility for conducting clinical trials) without obtaining the consent of Novadaq; provided, however, that such subdistribution rights shall automatically be deemed to be terminated and of no further force or effect if the Subdistributor is no longer an Affiliate of KCI MR LifeCell MR.

Exclusive Rights and License to Market, Sell, and Distribute. (a) Subject to the terms and conditions of this Agreement, Novadaq hereby appoints KCI MR LifeCell during the Term as Novadaq’s exclusive distributor of the Products in the Territory and grants to KCI MR LifeCell the right during the Term to market and demonstrate the Products to Customers for use within the Field and sell and otherwise distribute the Products to Customers within the Territory. KCI MR LifeCell shall not sell the Products to a Customer with KCI MR LifeCell having knowledge that a Customer will use the Products outside of the Field. Novadaq represents and warrants to KCI MR LifeCell that Novadaq has the right and authority to execute, deliver, and perform this Agreement, and Novadaq has not entered into any other agreements, written or oral, with any third party permitting the sale or distribution of the Products in the Field in the Territory, and covenants and agrees that during the Term, Novadaq will not enter into any such agreement or itself sell or distribute the Products in the Field in the Territory. KCI MR LifeCell may appoint any of its Affiliates as a subdistributor under the Agreement (the “Subdistributor”) to the extent that Novadaq has granted distribution rights as set forth in this Section 2.1(a) and other rights and obligations set forth in this Agreement (e.g., the responsibility for conducting clinical trials) without obtaining the consent of Novadaq; provided, however, that such subdistribution rights shall automatically be deemed to be terminated and of no further force or effect if the Subdistributor is no longer an Affiliate of KCI MR MRLifeCell.