Common use of Subcontracting by Terumo Clause in Contracts

Subcontracting by Terumo. Subject to the terms and conditions of this Agreement, Terumo shall have the right to appoint Sub-Distributors for the Product in the Territory , without the prior consent of IceCure; provided, however, in the event the performance of services by such Sub-Distributor will require to provide it with IceCure Information and IceCure Patents, Terumo will execute a confidentiality and non-use agreement with such Sub-Distributor that will impose on the Sub-Distributor the obligations as strict as those set forth in this Agreement. Terumo shall have the right to subcontract any regulatory, sales, marketing, or promotional activities with respect to the Product in the Territory, including to any contract sales organization (“Third Party Contractor”), in each case, without the prior consent of IceCure. IceCure shall have the right to object to a Sub- Distributor and/or Third Party contractor if it becomes aware of issues with respect to such Third Party Contractor that could have a material adverse effect on IceCure in the Territory. In such event, IceCure will advise Terumo of its concerns, and the Parties will discuss what actions, if any, to take with respect to such Sub- Distributor or Third Party Contractor, provided that no actions shall be taken with respect to such Sub-Distributor and/or Third Party Contractor without Terumo’s prior consent, which shall not be unreasonably withheld or delayed. Terumo shall be responsible for the acts or omissions of its Sub-Distributors and/or Third Party contractors under any agreement or engagement, including any such act or omission that would constitute a breach hereunder if performed by Terumo. Notwithstanding the preceding, it is the express intention of the Parties that Terumo shall act as the principal distributor of the Product in the Territory and may not hire Sub-Distributors with the intent of reducing its obligations under this Agreement.

Subcontracting by Terumo. Subject to the terms and conditions of this Agreement, Terumo shall have the right to appoint Sub-Distributors for the Product in the Territory and the Limited Territory and contract research organization (“CRO(s)”) in the Territory and the Limited Territory with which clinical trials of the Product are contracted, without the prior consent of IceCure; provided, however, in the event the performance of services by such Sub-Distributor will require to provide it with IceCure Information and IceCure Patents, Terumo will execute a confidentiality and non-use agreement with such Sub-Distributor that will impose on the Sub-Distributor the obligations as strict as those set forth in this Agreement. Terumo shall have the right to subcontract any regulatory, sales, marketing, or promotional activities with respect to the Product in the Territory, and Limited Territory (only for sales, marketing, or promotional activities), including to any contract sales organization (“Third Party Contractor”), in each case, without the prior consent of IceCure. IceCure shall have the right to object to a Sub- Distributor and/or Third Party contractor if it becomes aware of issues with respect to such Third Party Contractor that could have a material adverse effect on IceCure in the Territory or the Limited Territory. In such event, IceCure will advise Terumo of its concerns, and the Parties will discuss what actions, if any, to take with respect to such Sub- Distributor or Third Party Contractor, provided that no actions shall be taken with respect to such Sub-Distributor and/or Third Party Contractor without Terumo’s prior consent, which shall not be unreasonably withheld or delayed. Terumo shall be responsible for the acts or omissions of its Sub-Distributors and/or Third Party contractors under any agreement or engagement, including any such act or omission that would constitute a breach hereunder if performed by Terumo. Notwithstanding the preceding, it is the express intention of the Parties that Terumo shall act as the principal distributor of the Product in the Territory and may not hire Sub-Distributors with the intent of reducing its obligations under this Agreement.