Subdistributors. Subject to the provisions of this Section 2.2, Nipro --------------- may appoint one or more third parties, with a reputation for competence and ethical behavior, within any portion of the Territory to distribute the FreeStyle Products in the Field of Use. Within twenty (20) days after the appointment of such Subdistributor, Nipro shall notify TheraSense of the identity of such Subdistributor. Nipro shall not sell or otherwise transfer the FreeStyle Products to any Subdistributor until such Subdistributor enters into a form of written agreement ("Subdistributor Agreement") with Nipro, binding the Subdistributor to terms and conditions substantially similar to those terms and conditions agreed upon by Nipro in this Agreement. Further, Nipro shall only grant Subdistributors the right to make sales of the FreeStyle Products in the Territory in the Field of Use. Nipro agrees to terminate a Subdistributor's right to distribute the FreeStyle Products promptly upon becoming aware that such Subdistributor, or its authorized distributor(s) or reseller(s), is selling or otherwise distributing the FreeStyle Products in violation of its Subdistributor Agreement. Each Subdistributor Agreement shall contain provisions making TheraSense a direct and intended third party beneficiary of such Subdistributor Agreement.
Subdistributors. Subject to YOUR compliance with the terms and conditions of this Agreement, YOU may resell and distribute the Products through subdistributors, provided, however, that each such subdistributor must, prior to such appointment, enter into an enforceable written agreement with YOU that binds the subdistributors to obligations at least as broad as those of YOURS under this Sales Policy and restrictions at least as protective of rf IDEAS and the rf IDEAS intellectual property rights as those contained in this Sales Policy.
Subdistributors. Subject to the provisions of Section 2.1.3 and this --------------- Section 2.2, Disetronic may appoint one or more third parties within any portion of the FreeStyle Territory to distribute the FreeStyle Products in the Field of Use to Customers. *** the appointment of such Subdistributor, Disetronic shall notify TheraSense of the identity of such Subdistributor. Except for the case where a Subdistributor is a wholesaler or retailer (provided, such exception shall not apply where such wholesaler or retailer is a Disetronic Affiliate), Disetronic shall not sell or otherwise transfer the FreeStyle Products to any Subdistributor until such Subdistributor enters into a Subdistributor Agreement. Notwithstanding the preceding ***. Disetronic shall only grant Subdistributors the right to make sales of the FreeStyle Products to Customers in the FreeStyle Territory in the Field of Use. Disetronic hereby guarantees the performance of each Subdistributor with the provisions set forth in this Section 2.2. When Disetronic receives a purchase order from a wholesaler or retailer, Disetronic shall include in its acknowledgement of such purchase order a statement that the FreeStyle Products are not to be repackaged, relabeled, or reshipped outside of the European Territory . In the event Disetronic becomes aware, or has reason to believe, that a Subdistributor (including a wholesaler or retailer) is relabeling, repackaging or reshipping product outside of the European Territory (except reshipping to any country within the European Union as part of a passive sale), Disetronic shall promptly notify TheraSense and shall take corrective action to halt such impermissible practice, including without limitation terminating such retailer's right to sell FreeStyle Products.
Subdistributors. Notwithstanding anything to the contrary herein, Distributor shall have the ability to appoint and use (i) its parent and any of its subsidiaries and affiliates (collectively “Affiliates”) and (ii) TransUniversal (“TU”) (through its affiliate, United Medical Ltda. (“UM”)) to market, sell and distribute the Products. Distributor shall ensure that each of the foregoing entities are bound to the terms and conditions of this Agreement as if original signatories hereto, exception made to the term and any other specific provisions that may be described in the relevant subdistribution agreement. Distributor shall not appoint or use any additional third parties to market, sell or distribute the Products unless such subdistributors, and Distributor’s written agreement authorizing such subdistributor to market, sell or distribute Products, has been expressly approved by Zeltiq in writing. Distributor shall be liable for, and shall indemnify Zeltiq against, any damages or losses caused to Zeltiq by any subdistributors appointed by Distributor pursuant to this Section 1(h). Furthermore, Distributor warrants that the authorized subdistributors may only market, sell and distribute the Products if they have the proper permits before the relevant Brazilian regulatory authorities to do so, including, but not limited to, the Brazilian National Health Surveillance Agency (“ANVISA”). Distributor agrees that its agreement with TU and UM shall be in the form previously provided to Zeltiq, and Distributor agrees that it will not amend or remove any provisions from such agreement that affect Zeltiq’s rights without Zeltiq’s prior written consent. Distributor agrees that Zeltiq may, in its sole discretion, at any time following the date that is 180 days after the date of this Agreement, revoke the ability of Distributor to appoint and use any subdistributor to market, sell and distribute the Products.
Subdistributors. Toshiba may exercise its distribution rights hereunder through the use of subdistributors; provided, that each subdistributor must agree in a signed writing, prior to obtaining the Licensed Engine Product or Combined Engine Components or Combined Engine Products from Toshiba, to be bound by all applicable restrictions on Toshiba set forth in this Agreement with respect to the Licensed Engine Product. Toshiba shall provide the name of such subdistributor to Wink promptly upon contracting with such subdistributor regarding services concerning the Licensed Engine Product. Upon request of Wink, Toshiba shall promptly provide to Wink a copy of such signed writing with each subdistributor, and Toshiba shall ensure that each subdistributor abides by such restrictions. Toshiba agrees to indemnify, defend and hold Wink harmless from and against any loss, cost, liability or expense (including Wink's reasonable attorneys' fees) arising out of or related to a breach of the foregoing provisions by subdistributors. Toshiba shall promptly notify Wink if Toshiba knows or believes that a subdistributor has breached the provisions of this section.
Subdistributors. With the prior written consent of Engage (which --------------- shall not be unreasonably withheld), Provider may sublicense its rights under Section 2.1(iii)-(iv) to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. Provider shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territory, and provide with such notification a full description of the proposed appointee, including without limitation a description of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplace, and any other factors relevant to the capability of such appointee to effectively market and service the Data Services and Products in the Territory. Provider shall execute an agreement with each subdistributor under which the subdistributor is obligated to comply with the provisions set forth in this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 8, 9.2 and 10-13. In addition, such agreement shall provide that (i) termination or expiration of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider with the records and right of inspection set forth in Section 3.5. Provider shall at all times during the term of this Agreement make its best endeavors to ensure that each subdistributor complies with the terms of said agreement. If Provider becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider shall remain primarily responsible to Engage for all of its subdistributors' activities. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1.
Subdistributors. Any Subdistributors of Products in the Terminated Country or Terminated Region engaged by Astellas shall, at the request of NGX in its discretion, be assigned to NGX to the furthest extent possible. In the event NGX does not request assignment of such Subdistributors, then the rights of such Subdistributors with respect to Products in the Terminated Country or Terminated Region shall terminate upon termination of Astellas’ rights with respect to such Terminated Country or Terminated Region.
Subdistributors. DISTRIBUTOR shall be entitled, at its sole discretion, to appoint subdistributors or agents to promote and/or distribute Products in the Territory. However, notwithstanding any such appointments, DISTRIBUTOR shall at all times remain fully liable for the performance of its subdistributors and/or agents and DISTRIBUTOR hereby agrees to indemnify and hold harmless SUPPLIER from all damages, losses, costs or expenses arising in any manner from any act or omission on the part of its subdistributors or agents.
Subdistributors. In exercising its rights hereunder. Distributor may engage subdistributors or agents as provided in this Section 2.3. Distributor shall enter a written agreement with each sub-distributor or agent, requiring the sub-distributor or agent to comply with Distributor's obligations under this Agreement with respect to distribution of the Product in the OTC Market in the Territory. Upon request, Distributor shall provide a copy of the sub-distributor or agent agreement to OSUR. Distributor's use of sub-distributors or agents does not relieve Distributor of any obligations under this Agreement.
Subdistributors. Distributor shall not appoint or use any third parties to market, sell or distribute the Products unless such subdistributors, and Distributor’s written agreement authorizing such subdistributor to market, sell or distribute Products, has been expressly approved by Zeltiq in writing.
