DISTRIBUTION AGREEMENT
Exhibit 99.25
between
X. Xxxx-Xxxxxxx GmbH & Co. KG
Xxxxxx Xxxxxxx 00
00000 Xxxxxxxxxxxxxx
Xxxxxxx Xxxxxxxx of Germany
represented by Xxxxxxxx Xxxxxxx, CEO
- hereinafter referred to as “XXXX” -
and
Peace Naturals Project Inc.
0000 Xxxxxxxxx Xxxxxxxxxx 00
Xxxxxxx, XX X0X 0X0
- hereinafter referred to as “ PEACE” —.
Preamble
1. PEACE is engaged in the business of developing, growing, manufacturing and supplying of Cannabis products (the Products as defined below). PEACE has appointed XXXX as its distributor of the Products for the Territory (as defined below).
2. XXXX wishes to become the distributor of the Products in the Territory and to import, market and distribute the Products in the Territory, invoice customers for the Products, contract with customers, and handle all related administrative tasks.
3. In June of 2017 both parties have applied in a consortium for the German tender for Cannabis flowers issued by the German BfArM. In case the consortium wins one or more lots, XXXX and PEACE will enter into a separate agreement.
4. PEACE is a wholly-owned subsidiary of Cronos Group Inc. (“CRONOS”). It is the intention of CRONOS that other CRONOS Affiliates (as hereafter defined) that are controlled by CRONOS will also enter into substantially similar agreements with XXXX.
5. Now therefore, the parties wish to enter into the following Distribution Agreement (the “Agreement”).
§ 1
Object of the Agreement
1.1 PEACE hereby appoints XXXX as its exclusive distributor to import, promote, market, distribute and sell the Products (as defined below) in the Territory (as defined below).
1.2 XXXX agrees to buy the Products which are designated for the distribution in the Territory only from PEACE.
1.3 XXXX shall buy and sell the Products in its own name and for its own account and acknowledges that it has no authority to act for or on behalf of PEACE except as otherwise specifically set forth in this Agreement.
1.4 PEACE agrees to refer to XXXX all inquiries of Products from the Territory received by PEACE with respect to the Products.
§ 2
Products
The term “Products” means all products listed in Annex I as presently manufactured and sold by PEACE. Annex I may be amended in future for additions of Products by mutual consent of PEACE and XXXX. Upon mutual consent of PEACE and XXXX, such Products will become Products to which the provisions of this Agreement shall apply accordingly.
§ 3
Territory
The Territory is the geographical area specified in Annex II.
§ 4
Duties of XXXX
4.1 XXXX shall exert best efforts to sell and distribute the Products in the Territory and shall maintain a continuous in-Territory representation.
4.2 XXXX further agrees:
a) to report monthly with respect to Products its total stock position and all sales. The monthly reports shall reach PEACE the week following the close of the calendar month;
b) to report monthly important news on the pharmaceutical market in the Territory, especially with regard to the Products and competitive products and the price structure in the Territory and any changes thereof. The monthly
