Grant of Distributor Rights in the Territory Sample Clauses

Grant of Distributor Rights in the Territory. 3.1.1 Subject to the terms and conditions of this Agreement, during the Term, Acambis Research hereby appoints BHSA as Acambis’ Research’s exclusive distributor in the Territory for the sole purposes of marketing, promoting, soliciting customers for, distributing, and selling (or otherwise disposing of) the Product to Customers for delivery in the Territory and BHSA accepts such appointment. BHSA may not assign or otherwise transfer its distributorship rights, with the exception as to affiliated companies or subsidiaries. Baxter shall not actively sell or distribute the Product to any entity other than Customers within the Territory. The Parties may however agree on a case by case basis that Baxter uses a local distributor if required by local law, regulations, or Government request.
Sample 1
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Grant of Distributor Rights in the Territory. (a) Subject to the terms and conditions of this Agreement, during the Term, the Company hereby appoints the Distributor as the Company’s exclusive distributor in the Territory for the sole purposes of marketing, promoting, soliciting customers for, distributing, and selling (or otherwise disposing of) the Product to Customers for delivery in the Territory, and the Distributor accepts such appointment. The Distributor may not assign or otherwise transfer its distributorship rights, with the exception as to affiliated companies or subsidiaries. The Distributor shall not actively sell or distribute the Product to any entity other than Customers within the Territory. The Parties may however agree on a case- by-case basis that the Distributor uses a local distributor if required by local law, regulations, or [2.1] The usual reason for entering into a distribution agreement is that the distributor has a better sales force or relationships in the territory than the supplier, so it is more efficient for the supplier to sell through the distributor even if the supplier has its own sales and marketing staff. [2.1(a)] This section includes standard language giving the Distributor relevant rights in the Territory and prohibiting the Distributor from distributing outside the Territory.
Sample 1

Related to Grant of Distributor Rights in the Territory

  • Grant of License to Use Intellectual Property For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement (including Section 3.5.1 (Takeda Retained Rights)), Takeda hereby grants to Licensee an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to Exploit the Licensed Compounds and Licensed Products in the Field in the Licensee Territory.

  • Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • Grant of License During the term of this Contract:

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