Existing ROW Distribution Arrangements Sample Clauses

Existing ROW Distribution Arrangements. The Parties hereby amend the Agreement by deleting Section 2.6.1 in its entirety and replacing it with the following as new Section 2.6.1: 2.6.1. The Parties agree that in the event that Sanquin’s agreements with current Existing ROW Distributors in any of the Sanquin Partnered Countries (ROW) or Designated Sanquin Partnered Countries (ROW) expire or are terminated, other than in connection with a transfer to ViroPharma hereunder, ViroPharma shall have a right of first refusal for any applicable country to be included in the ViroPharma Territory (with respect to any Sanquin Partnered Country (ROW)) or excluded from the Licensed Territory (with respect to any Designated Sanquin Partnered Country (ROW)). Sanquin shall give ViroPharma written notice of such expiration or termination in such countries, and ViroPharma shall have *** days after receipt of such notice to exercise its right of first refusal by giving written notice to Sanquin. If ViroPharma informs Sanquin that it wishes to exercise its right of first refusal, the Parties shall agree on the conditions that shall be applicable to ViroPharma’s rights in such country, provided that in the event that the Existing ROW Distributor is a ViroPharma affiliate, the terms and conditions applicable to ViroPharma’s rights shall be ***. If the Parties reach agreement on such conditions, (a) the ViroPharma Territory shall be increased to include such country (with respect to any Sanquin Partnered Country (ROW)), and (b) the Licensed Territory shall be reduced to exclude such country (with respect to any Designated Sanquin Partnered Country (ROW)), and in all cases Schedule A shall be amended from time to time to reflect such changes. If the Parties cannot reach agreement on such conditions, Sanquin will be free to contract with a Third Party, provided that Sanquin shall not contract with a Third Party under conditions less favorable to Sanquin than those proposed by ViroPharma. Also in the event that ViroPharma informs Sanquin in writing that it will not exercise its right of first refusal, or if ViroPharma does not send any notification to Sanquin within the aforementioned ***-period, Sanquin will be free to contract with a Third Party.