Common use of Subdistributors Clause in Contracts

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.