Common use of Grant of Distribution Rights Clause in Contracts

Grant of Distribution Rights. 2.1.1 Subject to the terms of this Agreement, Iridex hereby grants Topcon and its Affiliates, and Topcon hereby accepts from Iridex on behalf of itself and its Affiliates, an appointment and right to Distribute the Products to Customers in the Territory (such rights granted under this Agreement, the “Exclusive Distribution Rights”). Such appointment and right shall, subject to the terms and conditions of this Agreement, be on an exclusive basis with respect to all Products in all countries and regions throughout the Territory; provided, however, that such appointment and right (a) in the United Kingdom expressly excludes the right to Distribute any of Iridex’s glaucoma Products set forth on Exhibit C; and (b) shall not apply to Distribution for study purposes in the United Kingdom and Ireland at those sites where the diabetic macular oedema and diode subthreshold micropulse laser (DIAMOND) study is being conducted by Iridex as of the Effective Date, but only to the extent as set forth on Exhibit D; provided, further, that Exhibit D shall include Iridex’s best estimate of (x) the quantity of Products to be sold at each such DIAMOND study site and (y) the time required to complete the sale of such Products. For the avoidance of doubt, Topcon shall have exclusive rights with respect to Distribution of any retina Products to Customers in the Territory that are not for DIAMOND study purposes, regardless of whether such study sites are listed on Exhibit D or not. 2.1.2 Notwithstanding the foregoing or anything to the contrary herein, (i) Iridex confirms to Topcon that it has, as of the Effective Date, entered into the Existing Distributor Agreements granting Third Parties non-exclusive Distribution rights with respect to the Products in certain countries or regions in the Territory, and (ii) in reliance of the foregoing, and provided that Iridex shall make available to Topcon promptly after the Effective Date a complete and accurate copy of the Existing Distributor Agreement with its existing distributor in Japan, Topcon confirms that the existence of such Existing Distributor Agreements as of the Effective Date does not constitute a breach of this Agreement. 2.1.3 For clarity, Topcon, its Affiliates and existing Subdistributors shall be entitled to Distribute TMLS PASCAL owned or Controlled, as inventory or for the purpose of exhibition or demonstration, by Topcon, its Affiliates or Subdistributors as of the Effective Date, within or outside the Territory, at any point of time, including prior to the Exclusive Distribution Rights Start Date (as defined below) (the “Existing TMLS Inventory”).

Grant of Distribution Rights. 2.1.1 2.1 Subject to the terms of this Agreement, Iridex hereby grants Topcon and its Affiliates, and Topcon hereby accepts from Iridex on behalf of itself and its Affiliates, an appointment and right to Distribute the Products to Customers in the Territory (such rights granted under this Agreement, the “Exclusive Distribution Rights”). Such appointment and right shall, subject to the terms and conditions of this Agreement, be on an Supplier hereby grants to Distributor, and Distributor hereby accepts from Supplier, (i) a nontransferable, exclusive basis with respect right to all distribute the Products to Accounts located in all countries the Exclusive Territory and regions throughout (ii) a nontransferable, non-exclusive right to distribute the Products to Accounts located in the Non-Exclusive Territory; provided, however, that such appointment Supplier expressly reserves unto itself and/or its licensors, agents and affiliates the right to sell the Products within the Territory to: (a) in the United Kingdom expressly excludes the right to Distribute any of Iridex’s glaucoma Products set forth on Exhibit C; all accounts that will not accept delivery from Distributor, including, without limitation, catalogue accounts, internet fulfillment services and electronic media accounts, (b) shall not apply to Distribution for study purposes in the United Kingdom and Ireland any Account which requests that Distributor cease servicing such Account at those sites where the diabetic macular oedema and diode subthreshold micropulse laser (DIAMOND) study is being conducted by Iridex as of any time after the Effective Date, but only (c) vending companies, (d) food service distributors, and (e) the Excluded Accounts. 2.2 Distributor covenants and agrees that it shall not distribute or sell any of the Products, or otherwise engage in any of the activities described herein with respect to the extent Products outside the Territory, in each case, without the prior written consent of Supplier, which may be granted or withheld by Supplier, in its sole discretion. Distributor hereby acknowledges that its direct or indirect distribution or sale of the Products outside the Territory in violation of this Section 2.2 shall constitute a material breach of this Agreement pursuant to Section 13.2 below. 2.3 Distributor may appoint sub-distributors in furtherance of its obligations under this Agreement to service the Territory, in each case, with Supplier’s prior written approval, which approval may be withheld in Supplier’s sole discretion. Distributor shall be solely responsible for the conduct of its sub-distributors, and the cost of any discounts or other incentives offered by Distributor to its sub-distributors. In the event that Supplier and/or Xxxxxxxx becomes dissatisfied for any reason whatsoever with the performance of any of Distributor’s sub-distributors, Supplier may notify Distributor of such dissatisfaction and it shall be the obligation of Distributor to terminate the sub-distributor within ten (10) days of said notification by Supplier, without any disruption of service to the retail accounts being serviced by said sub-distributor. Notwithstanding the foregoing, in the event that this Agreement is terminated, any and all sub-distributor agreements shall be automatically terminated and Supplier shall have no obligations of any nature whatsoever to any such sub-distributors. Distributor agrees to indemnify and hold harmless Supplier against any and all damages and costs, including attorneys’ fees and all other expenses incidental thereto, incurred as set forth a result of any claim(s) asserted by any of Distributors’ sub-distributors, including, without limitation, damages arising from Supplier’s obligations under the License Agreement. 2.4 Notwithstanding anything to the contrary in this Agreement, in the event Distributor has aggressively marketed the Products to all or any portion of the Non-Exclusive Territory such that Distributor requests, and Supplier desires, that Distributor become the “exclusive” distributor therefor, Supplier shall have the right (but not the obligation) to reclassify all or any portion of the Non-Exclusive Territory as part of the “Exclusive Territory” for purposes of this Agreement, which reclassification shall then be reflected on Exhibit D; provided, further, that Exhibit D shall include Iridex’s best estimate of (x) the quantity of Products to be sold at each such DIAMOND study site and (y) the time required to complete the sale of such Productsattached hereto. For the avoidance of doubt, Topcon shall have exclusive rights the parties acknowledge and agree that Supplier’s approval with respect to Distribution any reclassification of all or any retina Products to Customers in the Territory that are not for DIAMOND study purposes, regardless of whether such study sites are listed on Exhibit D or not. 2.1.2 Notwithstanding the foregoing or anything to the contrary herein, (i) Iridex confirms to Topcon that it has, as portion of the Effective Date, entered into the Existing Distributor Agreements granting Third Parties nonNon-exclusive Distribution rights with respect to the Products Exclusive Territory may be withheld in certain countries or regions in the Territory, Supplier’s absolute and (ii) in reliance of the foregoing, and provided that Iridex shall make available to Topcon promptly after the Effective Date a complete and accurate copy of the Existing Distributor Agreement with its existing distributor in Japan, Topcon confirms that the existence of such Existing Distributor Agreements as of the Effective Date does not constitute a breach of this Agreementsole discretion. 2.1.3 For clarity, Topcon, its Affiliates and existing Subdistributors shall be entitled to Distribute TMLS PASCAL owned or Controlled, as inventory or for the purpose of exhibition or demonstration, by Topcon, its Affiliates or Subdistributors as of the Effective Date, within or outside the Territory, at any point of time, including prior to the Exclusive Distribution Rights Start Date (as defined below) (the “Existing TMLS Inventory”).

Grant of Distribution Rights. 2.1.1 1.1. Subject to the terms all of this Agreement, Iridex hereby grants Topcon and its Affiliates, and Topcon hereby accepts from Iridex on behalf of itself and its Affiliates, an appointment and right to Distribute the Products to Customers in the Territory (such rights granted under this Agreement, the “Exclusive Distribution Rights”). Such appointment and right shall, subject to the terms and conditions of this AgreementAgreement (including the attached Exhibits), be on an INVO hereby grants the DISTRIBUTOR the exclusive basis with respect to all Products in all countries and regions throughout the Territory; provided, however, that such appointment and right (a) in the United Kingdom expressly excludes the right to Distribute any of Iridex’s glaucoma Products distribute the INVO products (the “Products”) set forth on Exhibit C; and (b) shall not apply to Distribution for study purposes A in the United Kingdom and Ireland at those sites where territory described in Exhibit B (the diabetic macular oedema and diode subthreshold micropulse laser (DIAMOND“Territory”) study is being conducted by Iridex as of the Effective Date, but only to the extent as set forth on Exhibit D; provided, further, that Exhibit D shall include Iridex’s best estimate of (x) the quantity of Products to be sold at each such DIAMOND study site and (y) the time required to complete the sale of such Products. For the avoidance of doubt, Topcon shall have exclusive rights with respect to Distribution of any retina Products to Customers customers in the Territory (the “Customers”). INVO further acknowledges that are not for DIAMOND study purposesDISTRIBUTOR shall authorize KangCheng as the sole sub-distributor to propagate, regardless of whether such study sites are listed on Exhibit D or not. 2.1.2 Notwithstanding sell and distribute the foregoing or anything to the contrary herein, (i) Iridex confirms to Topcon that it has, as of the Effective Date, entered into the Existing Distributor Agreements granting Third Parties non-exclusive Distribution rights with respect to the Products in certain countries or regions Product in the Territory, and (ii) in reliance to become listed as agent of the foregoingProducts on NMPA (as defined in Section 4.3) approval. KangCheng shall have the right to establish second-tier sub-distributors (the “Sub-distributors”) to support distribution of the Products in the Territory. The appointment by DISTRIBUTOR of any Sub-distributors shall not relieve DITRIBUTOR from any of its undertakings herein. DISTRIBUTOR shall be responsible for ensuring that its Sub-distributors (including but not limiting KangCheng being the sole Sub-distributor of Onesky) fulfill all of the same obligations hereunder as DISTRIBUTOR, including without limitation all regulatory requirements, and provided that Iridex shall make available to Topcon promptly after the Effective Date a complete and accurate copy DISTRIBUTOR will remain liable for any breach of the Existing Distributor Agreement with provisions hereof by any of its existing distributor in Japan, Topcon confirms that Sub-distributors. For the existence of such Existing Distributor Agreements as of the Effective Date does not constitute a breach purpose of this Agreement, “Customers” refers to medical doctors, medical institutions, hospitals and/or clinics (including but not limiting INVO Centers operated directly or indirectly by INVO as provided in Section 4.7), person(s) or entity(s) that is domiciled inside the Territory, and person(s) or entity(s) outside the Territories who DISTRIBUTOR know or have reason to know intends to use or resell the Products inside the Territories. 2.1.3 For clarity1.2. DISTRIBUTOR will not, Topconand DISTRIBUTOR shall ensure that each of KangCheng and the Sub-distributors will not, its Affiliates utilize, re-sell or deliver any Products to any Parties located outside the Territory. DISTRIBUTOR will not, and existing Subdistributors DISTRIBUTOR shall be entitled ensure that each of KangCheng and the Sub-distributors will not, distribute or re-sell Products in the Territory to Distribute TMLS PASCAL owned any person or Controlledentity, as inventory which DISTRIBUTOR knows or for should know, will use, utilize, distribute, sell or deliver Products outside the purpose Territory. DISTRIBUTOR will promptly notify INVO in writing of exhibition or demonstration, by Topcon, its Affiliates or Subdistributors as of the Effective Date, within all sales requests received from potential customers inside or outside the Territory for Products, which are to be utilized, sold or delivered outside the Territory. INVO reserves the right to distribute, at whether directly or indirectly, any point and all Products worldwide without restriction outside of timethe DISTRIBUTOR’s defined Territory. 1.3. INVO is entitled to apply for any license or set up one or more fertility clinics focused on the INVO Procedure (each, including prior an “INVO Center”) inside or outside the Territory and enter into any partnership or joint venture agreement or license agreement directly or indirectly with other China partners for such purpose. 1.4. INVO will promptly notify DISTRIBUTOR in writing of all requests received from potential customers inside the Territory looking to utilize the Exclusive Distribution Rights Start Date (as defined below) (Products inside the “Existing TMLS Inventory”)Territory. 1.5. Any other products to be purchased by DISTRIBUTOR from INVO during the term hereof and not included in Exhibit A, may be added to this Agreement by written amendment signed by the Parties.