Grant of Exclusive Distribution Rights Sample Clauses

Grant of Exclusive Distribution Rights. 2.1 Subject to the terms and conditions of this Agreement, the Company hereby grants to the Distributor the exclusive right to market, distribute and sell the Products to the Retail Market within the Territory for the Term of this Agreement (the "Distribution Rights"). The Distribution Rights will include the following rights: (A) the right to market, distribute and sell the Products; (B) the right and license to use the Trade Name in connection with the marketing, distribution and sale of the Products. 2.2 The Distributor will have the right to market, distribute and sell Products through the Distributor's independent business associates who have entered into the Distributor's standard application and form of agreement. It is expressly acknowledged and agreed that sales by independent business associates do not constitute the grant of distribution, marketing or sales rights to sub-distributors within the meaning of Section 5.1 of this Agreement. 2.3 The Distribution Rights will extend to the right and license to use the trademark "Skinvisible" in the event that the Company's application to the United States Patent and Trademark Office for the registration of "Skinvisible" as a trademark is approved. The Distributor acknowledges that there is no assurance that trademark protection will be granted by the United States Patent and Trademark Office.
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Grant of Exclusive Distribution Rights. (a) Except as otherwise provided in this Agreement, BLP shall have the exclusive right to market, sell and distribute Drug Product within the Field and within the Territory and within the Field by any legal means. Subject to the terms of this Agreement, BLP agrees to use not less than the same effort used by BLP with respect to its own proprietary ophthalmic products to effect the sale of Drug Product in a manner designed to achieve or exceed the Sales Forecast for each Product Year during the term of this Agreement. (b) BLP agrees that (i) it shall, subject to reduction for any credits against advances allowed to BLP pursuant to Section 2.4(a) below, pay to Pharmos in each Product Year, whether by way of payment of Product Price (as defined in Section 2.4(a) below) or otherwise, an amount not less than the amount set forth on Schedule 2.3(b) attached to this Agreement with respect to such Product Year for the Initial Drug Product (the "Exclusivity Amount") (provided that from and after such time as Pharmos exercises its co-marketing rights with respect to a Drug Product pursuant to Section 2.6 below, the Exclusivity Amount with respect to such Drug Product payable for the Product Year or portion thereof in which Pharmos exercises its co-marketing rights under this Agreement and for each subsequent Product Year or portion thereof thereafter shall be reduced by an amount equal to the Exclusivity Amount multiplied by a fraction having (X) a numerator equal to the total number of scripts for such Drug Product written in the Product Year or portion thereof in question for Pharmos in the Territory, and (Y) a denominator equal to the total number of scripts for such Drug Product written in such Product Year for both Pharmos and BLP in the aggregate in the Territory, as reported by National Prescription Audit, a program offered by IMS ("IMS") or such other nationally recognized source as the parties may mutually agree if IMS is no longer available as a source of such information), and (ii) if the reduction contemplated in subpart (i) shall occur, BLP and Pharmos agree to review such reduction on an annual basis to adjust the reduction to reflect the difference in the periods covered by the IMS report and any BLP months occurring in such periods. (c) BLP agrees that it shall pay to Pharmos in each Product Year an Exclusivity Amount with respect to all Drug Products other than the Initial Drug Product determined on the same basis as used for the Initial Drug Produc...
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Grant of Exclusive Distribution Rights. A. SEYCHELLE hereby grants to DISTRIBUTOR the exclusive right to distribute and sell each of the Products within the The Territory for and during an initial period of five (5) years commencing on April 1, 2006, and ending on March 31, 2011. Details are provided in Section (vi) below. . B. The parties hereto understand and agree that the scope of the rights so granted (the '"Exclusive Distribution Rights") shall mean, include and encompass the following: (i) DISTRIBUTOR shall be the only persons or entities who may sell or distribute for resale any of the Products within The Territory, and from whom SEYCHELLE shall accept any purchase order for any of the Products for shipment to The Territory for sale or resale. Exclusive of sales to the Chinese Military and/or its respective Divisions (no retail), and the Medical and Pharmaceutical industries. In the event that any of the above becomes SEYCHELLE customers, DISTRIBUTOR shall act as a commissioned representative for SEYCHELLE, and handle all sales activities. Commissions are to be mutually agreed upon by both parties. (ii) In the event that no Medical or Phannaceutica1 business is developed by March 31, 2006, and no sales are ordered by the Chinese Military by June 30, 2006; DISTRJBUTOR shall be granted exclusive rights to SEYCHELLE products for these channels of distribution. However, DISTRIBUTOR shall have the right of first refusal for the Medical and Phannaceutica1 channels of distribution up to March 31, 2006, if they are able to secure sizable customer orders acceptable to SEYCHELLE. (iii) To this effect, SEYCHELLE expressly covenants that (i) SEYCHELLE will not knowingly sell any Product to any other person or entity for which a shipping address within The Territory is indicated on the purchase order, nor complete any sale of any Product if advised by DISTRIBUTOR, upon reasonable proof: that the Product is intended by the purchaser for shipment to and/or sale within The Territory, and (ii) SEYCHELLE will not deliver any Product to any other person or entity for shipment where SEYCHELLE after due inquiry is or becomes aware that the Product is ultimately to be shipped to or sold within The Territory. (iv) SEYCHELLE will take all reasonable action, on DISTRIBUTOR request, to prevent or prohibit any third party purchaser of any Product from circumventing the exclusivity of the rights hereby granted to DISTRIBUTOR. (v) SEYCHELLE shall promptly refer to DISTRIBUTOR all inquiries or purchase orders for the...
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Grant of Exclusive Distribution Rights. During the term of this Agreement, “Party B” grants “Party A” the right to exclusively sell the “Products” in the “Territories” defined below (the “Exclusive Distribution Rights”).
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Grant of Exclusive Distribution Rights. Ovation agrees to grant to SJE the exclusive right to market, sell and distribute Septic Appliances and certain other products pursuant to the terms and conditions of the Distribution Agreement attached hereto as Exhibit 6.
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Grant of Exclusive Distribution Rights. 2.1. MAKER hereby grants to DISTRIBUTOR an exclusive right to use, market, sell and offer for sale the Products in the Territory. 2.2. The grant in Section 2.1 shall be further subject to, restricted by and non-exclusive with respect to: (i) the use of the Products by MAKER for non-commercial research: and (ii) the use of the Products by the MAKER thereof for non-commercial research purposes at academic or research institutions.
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Grant of Exclusive Distribution Rights 
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Related to Grant of Exclusive Distribution Rights

  • 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 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.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Grant of Sublicense Subject to the terms and conditions of this Agreement, Adviser hereby grants to the Trust a non-transferable sublicense to use the Index (and associated data and information) listed on Exhibit A in the manner set forth in, and subject to the terms of, the License Agreement.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. C. USBFS may stop supplying some or all Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • Rights Granted The Author hereby grants to the Publisher the perpetual, sole and exclusive, worldwide, transferable, sub-licensable and unlimited right to publish, produce, copy, distribute, communicate, display publicly, sell, rent and/or otherwise make available the Contribution in any language, in any versions or editions in any and all forms and/or media of expression (including without limitation in connection with any and all end-user devices), whether now known or developed in the future, in each case with the right to grant further time-limited or permanent rights. The above rights are granted in relation to the Contribution as a whole or any part and with or in relation to any other works. Without limitation, the above grant includes: (a) the right to edit, alter, adapt, adjust and prepare derivative works; (b) all advertising and marketing rights including without limitation in relation to social media; (c) rights for any training, educational and/or instructional purposes; and (d) the right to add and/or remove links or combinations with other media/works. The Author hereby grants to the Publisher the right to create, use and/or license and/or sub-license content data or metadata of any kind in relation to the Contribution or parts thereof (including abstracts and summaries) without restriction. The Publisher also has the right to commission completion of the Contribution in accordance with the Clause "Author’s Responsibilities – Delivery and Acceptance of the Manuscript" and of an updated version of the Contribution for new editions of the Work in accordance with the Clause "New Editions". The copyright in the Contribution shall be vested in the name of the Author. The Author has asserted their right(s) to be identified as the originator of the Contribution in all editions and versions, published in all forms and media. The Author agrees that all editing, alterations or amendments to the Contribution made by or on behalf of the Publisher or its licensees for the purpose of fulfilling this Agreement or as otherwise allowed by the above rights shall not require the approval of the Author and will not infringe the Author's "moral rights" (or any equivalent rights). This includes changes made in the course of dealing with retractions or other legal issues.

  • Exclusive Employment During employment with the Company, Executive will not do anything to compete with the Company’s present or contemplated business, nor will he plan or organize any competitive business activity. Executive will not enter into any agreement which conflicts with his duties or obligations to the Company. Executive will not during his employment or within one (1) year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any employee, agent, independent contractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship with the Company.

  • Exclusive Rights Enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or technology;

  • Grant of Patent License Subject to the terms and conditions of this Agreement, You hereby grant to OIDF and to recipients of software distributed by OIDF a perpetual, worldwide, non- exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

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