SALE OF LICENSED PRODUCTS. Subject to clause 15, the Licensee shall use its best endeavours to Advertise, Promote, market and extend sales of Licensed Products in the Territory, and take into account such factors as Burberry considers relevant to the Promotion, Advertising, marketing and sale of Licensed Products in the Territory.
SALE OF LICENSED PRODUCTS. 3.1 Licensee agrees that Licensed Products, including Close-outs, shall be distributed for retail sale only through better specialty stores, national buying groups, department stores and mail-order catalogs which are appropriate for the superior reputation, quality-control standards and public image of the XXXXX BAHAMA Marks (“Normal Channels of Distribution”). Licensee agrees to distribute Licensed Products, including Close-Outs, only to those retailers that are listed on “Exhibit J” and any other customer approved hereafter by Licensor. Before any order from any other prospective customer is accepted, including, but not limited to, internet retailers, Licensee shall submit an Additional Authorized Retailer Request Form (set forth on Addendum 1 to Exhibit J), to notify Licensor of the identity of the customer and provide sufficient information to enable Licensor to determine whether it is acceptable. Approval of any retail account may be withdrawn by Licensor, pursuant to the notice requirements set forth in this Agreement, at any time if Licensor determines in its sole discretion, that advertising, marketing, promotion or sales by that retail account shall have been, or shall have become, inconsistent with the reputation, quality-control standards and public image of the XXXXX BAHAMA Marks; provided, however, that such notice of withdrawal shall not apply to orders, current inventory and work-in-process which have been accepted by Licensee prior to its receipt of the notice. Licensee must provide to Licensor written verification of such prior orders, current inventory and work-in-process. Licensor agrees to review the Minimum Net Sales detailed on “Exhibit E” and reduce such amounts if such revocation of a retail account effects such amounts.
3.2 Licensee expressly agrees that Licensee shall not distribute or sell Licensed Products, including Close-Outs, to any Distributor (other than its own contract sales affiliates), and Licensee shall distribute and sell Licensed Products, including Close-Outs, only through its Normal Channels of Distribution and only for accounts directly reselling to consumers.
SALE OF LICENSED PRODUCTS. 10.1 In accordance with the terms and conditions set forth herein, Licensee shall manufacture, have manufactured, distribute and sell future non-Inventory Licensed Product through and to Licensee’s distribution and retail partners and other customers. The Parties agree to work in good faith to resolve any dispute concerning the extent or scope of Licensee’s efforts to manufacture and sell Licensed Product.
SALE OF LICENSED PRODUCTS. Licensed Products that are Manufactured pursuant to the terms of this Agreement by Cryogen or within facilities owned and operated by Cryogen will not be marketed and sold commercially but will be used to conduct the clinical testing required to obtain regulatory approval to market such Licensed Products.
SALE OF LICENSED PRODUCTS. IBIS acknowledges that Licensee cannot restrict or control the end use of general purpose ION IMPLANTATION MACHINES. However, Licensee acknowledges and agrees that it shall not, under rights provided under this agreement, sell LICENSED PRODUCTS or scanning components which are specifically designed for the commercial production of SIMOX wafers.
SALE OF LICENSED PRODUCTS. 3.1 Licensee agrees that it will use [****] to [****] that Licensed Products, shall be distributed for sale only in compliance with the Regulatory Compliance Obligations set forth in Exhibit E, and [****].
SALE OF LICENSED PRODUCTS. (a) (Direct sales) PhaseRx is authorised to sell Licensed Products within the Licensed Field to third party end users provided that each sale of a Licensed Product constitutes a sale under PhaseRx’s own name which is on reasonable arms’ length terms. For clarity, PhaseRx is not authorised to transfer or otherwise dispose of Licensed Products outside the Licensed Field.
(b) (Distributors) PhaseRx is authorised to sell Licensed Products to its third party distributors provided that:
(i) each sale of a Licensed Product constitutes a sale under PhaseRx’s own name on reasonable arms’ length terms, and is for the sole purpose of re-sale by the distributor, under the distributor’s own name, to an end-user of the Licensed Product within the Licensed Field; and
(ii) PhaseRx pays the Royalty on the basis of its Net Sales Revenue related to sales of Licensed Products to those distributors. For clarity, PhaseRx is not authorised to transfer or otherwise dispose of Licensed Products outside the Licensed Field, or to sell Licensed Products to a distributor where that sale is not conditional on the distributor agreeing that Licensed Products (or any part thereof) may only be re-sold within the Licensed Field.
(c) PhaseRx may sublicense its rights under clause 3.1(b) solely to the extent required to give effect to the authorisations granted under paragraph (b) of this clause.
SALE OF LICENSED PRODUCTS. Licensee will sell the Licensed Products at such price as Licensee may determine and will be solely responsible for the collection and remittance of any applicable sales or like taxes in connection with the sale thereof. The Licensed Products will be sold and distributed to customers only in the manner in which other articles of the same type are customarily merchandised. In no event will the Licensed Products (a) be used or sold as premiums or giveaways, or knowingly be sold or distributed to any third party for publicity or promotional tie-in purposes, (b) be sold at less than seventy-five percent (75%) of Licensee's Standard Gross Sales Price in job lots, closeouts, remainder sales or otherwise, (c) be bartered, (d) be disassembled and/or sold in parts, (e) be sold to repackagers, (f) be sold directly to consumers, or (g) be donated or otherwise transferred to a charitable organization or cause, unless Masterfoods USA approves the charitable organization or cause and the quantity of donated or transferred Licensed Products, and Royalties are paid to Masterfoods USA with respect to the donated or transferred Licensed Products, provided that Licensee may distribute samples of the Licensed Products, for purposes of marketing the Licensed Products in such reasonable quantities as may be mutually agreed upon in writing by Licensee and Masterfoods USA. No Royalties will be payable hereunder with respect to such samples.
SALE OF LICENSED PRODUCTS. Section 4. Approval of Licensed Products Section 5. Licensor’s Use of Licensed Product
SALE OF LICENSED PRODUCTS
