Common use of Products and Territory Clause in Contracts

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.