Products and Territory. (a) Aspect hereby appoints NK on an exclusive basis (except as provided in (i) below) as its sole distributor in Japan (the "Territory") for the products listed on Exhibit A hereto (the "Products") during the term of this Agreement; PROVIDED, HOWEVER, that: (i) NK acknowledges that Aspect has an existing bispectral index ("BIS") module license and sensor distribution arrangement with SpaceLabs Medical, Inc. ("SMI"); and (ii) if any non-Japanese patient monitoring companies other than SMI develop a bispectral index ("BIS") module for the Japanese market, NK shall supply BIS sensors (as described in Exhibit A hereto) to such companies' distributors (including such companies' branches and Affiliates) in the Territory at a reasonable price. If such non-Japanese patient monitoring companies' distributor in the Territory prefers to purchase BIS sensors from such non-Japanese patient monitoring companies out of Japan, they may do so, provided, however, that Aspect shall not directly sell BIS sensors to such companies' distributors in Japan.
(b) NK shall not solicit orders for any Product from any prospective purchaser outside the Territory. If NK receives an order for any Product from a prospective purchaser outside the Territory, NK shall immediately refer that order to Aspect. NK shall not accept any such orders. NK may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Territory. NK shall not sell any Product to a purchaser in the Territory if NK knows or has reason to believe that such purchaser intends to remove that Product from the Territory. If Aspect receives any order or inquiry for any Product from a prospective purchaser in the Territory, Aspect shall immediately refer such order or inquiry to NK.
Products and Territory. You shall act as XXXX s distributor in the Territory (described in Exhibit A) to promote, sell and distribute the Products (described in Exhibit B) for XXXX approved applications only and to provide service with respect to the Products, to the medical community. As used in this Agreement, "medical community" means medical doctors, institutions such as hospitals and clinics, and similar institutions which are active in the personal care of patients. You are not authorized to sell any Products to any of your competitors or to any of RITA's competitors without RITA's prior written consent. You shall not actively solicit orders from customers domiciled outside the Territory, or sell or deliver any Product to any customer which is not in the Territory. Furthermore, you shall not appoint any distributor or any agent or maintain any sales, service or stock facility outside the Territory. Except with the prior written consent of XXXX , you shall not sell or advertise within the Territory, either on your own behalf or on behalf of any other person, company, or corporation, products which compete, directly or indirectly, with the Products.
Products and Territory. Distributors shall act as Seller 's exclusive distributor in the Territory (described in Exhibit A) to promote, sell and distribute the Products (described in Exhibit B) for applications which the Seller approves in writing, and to provide service with respect to the Products, to customers, as they are defined below. Further, Seller authorizes, and Distributors agree to, the prompt appointment of the following entity as Distributors' exclusive sub-distributor ("Sub-Distributor") within the territory: Daeyoung Medical Corporation, 0-0, Xxxxxx-Xxx, Xxxx-xx, Xxxxxxx, Xxxxx. Distributors shall cause Sub-Distributor to be bound by and comply with all relevant sections of this Agreement, and any breach by Sub-Distributor shall be deemed a breach by Distributors. Failure to appoint said Sub- Distributor within sixty (60) days of the date hereof shall be grounds for immediate termination of this Agreement at the option of the Seller.
Products and Territory. The Products: Licensed Product as defined in the License and Distribution Agreement.
Products and Territory. (a) Subject to obtaining Regulatory Approval in the Territory, Manufacturer hereby appoints Distributor on an exclusive basis (subject to Section 11) as its sole distributor for the sale of the Products in the Territory during the term of this Agreement. Distributor shall not, without the prior written consent of Manufacturer, sell, market, or distribute any Product other than Product in the form Manufacturer shall designate from time to time as its most current. Distributor shall use its reasonable best efforts to promote and sell the Products to the maximum number of responsible customers in the Territory and to otherwise carry out its obligations pursuant to this Agreement, consistent with all applicable laws and highest industry standards. Without limiting the foregoing, Distributor shall promote the Products to members of those organizations set forth in an annual marketing plan and forecast mutually agreed upon by the Parties. For the avoidance of doubt, the provisions of this Section 3(a) shall not be construed as preventing Distributor from distributing and commercializing the embolic products permitted pursuant to Section 19.
(b) Manufacturer is appointing Distributor hereunder with respect to the resale of Products to any purchasers whose place of business is located in the Territory.
(c) Distributor shall not solicit orders for any Product from any prospective purchaser with its place of business located outside the Territory. If Distributor receives an order for any Product from a prospective purchaser whose place of business is located outside the Territory, Distributor shall immediately refer that order to Manufacturer. Distributor shall not accept any such orders. Distributor may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Territory. Distributor shall not sell any Product to a purchaser if Distributor knows or has reason to believe that such purchaser intends to remove that Product from the Territory. Distributor shall not appoint any sub-distributors or other intermediate parties to distribute the Products without Manufacturer’s prior written consent. For the avoidance of doubt, Distributor shall have the right to sell Products to wholesalers in the Territory.
(d) If Manufacturer intends to modify or improve any Product, Manufacturer shall inform Distributor of such modification or improvement at least [**] prior to planned implementation of such modification or improvement so that Distributor can...
Products and Territory. You shall act as RITA's distributor in the Territory (described in Exhibit A) to promote, sell and distribute the Products (described in Exhibit B) in the approved "Field of Use" and to provide service with respect to the Products to the Medical Community. The approved Fields of Use are liver, bone and prostate cancer. RITA's action or failure to act with respect to this Field of Use restriction shall not in any way serve to waive or limit its current or future rights with regard to this provision. As used in this Agreement, "
Products and Territory. (a) Manufacturer hereby appoints Distributor on an exclusive basis as its sole distributor for the sale of the following product during the term of this Agreement (hereinafter referred to as the "Product"):
(i) Surodex-TM- - an anti-inflammatory therapeutic and Drug Delivery System (DDS) to control inflammation after cataract surgery Distributor shall use its best efforts to promote and sell the Product to the maximum number of responsible customers in the Territory (as defined below).
(b) Manufacturer is appointing Distributor hereunder with respect to the resale of Product to any purchasers whose principal place of business is located in the following described territory (the "Territory"): Country of Mexico
(c) Distributor shall not solicit orders from any prospective purchaser with its principal place of business located outside the Territory without Manufacturer's written consent. If Distributor receives any order from a prospective purchaser whose principal place of business is located outside the Territory, Distributor shall immediately refer that order to Manufacturer. Distributor shall not accept any such orders, and Distributor may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Territory without Manufacturer's written consent.
Products and Territory. (a) Manufacturer hereby appoints Distributor on an exclusive basis as its sole distributor for the sale of the Products described in Exhibit A during the term of this Agreement. Distributor shall not place orders for Products in a calendar year in amounts greater than Distributor reasonably believes can be sold in the season beginning in the current year and shall orderly liquidate any overstock of prior season's Products. Manufacturer reserves the right to add or delete specific products from the Products covered by this Agreement and to change the design or specification of Products, to delete Product models or lines, and to add Product models and lines in the Manufacturer's sole discretion. Distributor shall use its best efforts to promote and sell the Products to the maximum number of responsible customers in the Territory.
(b) Manufacturer is appointing Distributor hereunder with respect to the resale of Products to any purchasers whose principal place of business is located in the following described territory (the "Territory"): Japan.
(c) Distributor shall not solicit orders for any Product from any prospective purchaser with its principal place of business located outside the Territory. If Distributor receives an order for any Product from a prospective purchaser whose principal place of business is located outside the Territory, Distributor shall immediately refer that order to Manufacturer. Distributor shall not accept any such orders. Distributor may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Territory. Distributor shall not sell any Product to a purchaser if Distributor knows or has or should have reason to believe that such purchaser intends to remove that Product from the Territory.
(d) Manufacturer reserves the right, in its sole discretion, at any time upon thirty (30) days' prior written notice to Distributor, to expand or reduce in any manner the Products which are covered by this Agreement.
Products and Territory. (a) Seller hereby appoints Distributor on an exclusive basis as its sole authorized importer and distributor for the sale within the Territory (as defined below) of any and all of the Seller’s Vivotif Berna, Mutacol (Orochol) Berna, Triviraten Berna and Expaxal Xxxxx products, as evidenced by purchase orders from time to time (collectively, the “Products”). As far as Mutacol (Orochol) Xxxxx is concerned, the Parties hereto acknowledge that FDA approval has been applied for in the United States and agree that the providing of support by Seller for any application for FDA approval of Mutacol (Orochol) Xxxxx is left to the sole discretion of Seller.
(b) Seller intends to continue to supply the Products (other than Vivotif Xxxxx) through the expiration dates set forth in Section 12 of this Agreement, in sufficient quantities to meet Distributor’s anticipated requirements for the Territory, as long as the manufacturing of the Products remains in Seller’s business judgment commercially advantageous in the context of sales expectations and the life cycles of the Products.
(c) Seller shall continue to supply Vivotif Xxxxx through the expiration date set forth in Section 12 of this Agreement, but shall not be obligated to supply quantifies of Vivotif Xxxxx (i) during the first twelve-month period after Closing in excess of ******* units in total, (ii) during twelve-month periods commencing on the first and second anniversaries of the Closing in excess of ******* units in total during either such twelve-month period, and (iii) during each of the further twelve-month periods commencing on the fourth and subsequent anniversaries of the Closing in excess of ******* units in total in any such twelve-month period.
(d) Distributor shall use its reasonable best efforts to promote and sell the Products to the maximum number of responsible customer located in the United States and its possessions and territories and Canada and its possessions and territories (the “Territory”). Seller is appointing Distributor hereunder with respect to the resale of Products to any purchasers with a place of business located in the Territory.
(e) Distributor shall not solicit or accept orders for any Products from any prospective purchaser with its principal place of business located outside the Territory. If Distributor receives an order for any Product from a prospective purchaser whose principal place of business is located outside the Territory, Distributor shall immediately refer that or...
Products and Territory. (a) Manufacturer hereby appoints Distributor as a distributor for the products listed in Exhibit A hereto (the "Products") during the term of this Agreement for the purposes of reselling the Products to the professional healthcare marketplace, so long as those purchasers are located in the United States of America and any other mutually agreed upon geographic territories added hereunder from time to time in writing (the "Territory").
(b) Manufacturer reserves the right to appoint additional distributors in the Territory and shall itself be free to sell Products directly to purchasers in the Territory.
(c) Distributor shall refrain from establishing or maintaining any branch, warehouse or distribution facility for Products outside the Territory. Distributor shall not engage in any advertising or promotional activities relating to the Products directed primarily to customers located outside the Territory. Distributor shall not solicit orders from any prospective purchaser located outside the Territory. If Distributor receives an order for Products from a prospective purchaser located outside the Territory, Distribution shall refer that order to Manufacturer.
(d) Distributor may appoint a secondary or subdistributor to sell the Products in the Territory so long as: (i) such secondary or subdistributor confirms in writing to Manufacturer that it will comply with all of Distributor s obligations under this Agreement; and (ii) Manufacturer approves such secondary or subdistributor.
