Deletion or Modification of Product / New Products Sample Clauses

Deletion or Modification of Product / New Products. CMS shall inform DKSH about the variations of the Product (i.e. design, labeling, pack size, manufacturing, storage condition, formulation, safety, ingredient, specification, packaging or other changes to the Products required to be notified or registered with the Regulatory Authority), as soon as possible after any decision has been taken by CMS to make such changes, in a timely manner after we are planning to or has been aware of the changesupon three six (36) months prior to the submission to competent governmental authorities, in order that DKSH can notify/inform or comply with any Applicable Law in the Territory. Where Regulatory Approvals are held by DKSH, CMS will cooperate with DKSH in updating the Regulatory Approvals and notifying the competent Regulatory Authority of any variation, removal or addition under this Article. Both Parties shall use best efforts to negotiate and agree on how to reconcile the sale of the Products in the Territory with such modification, replacement or withdrawal of the Product, so that the impact of such modification, replacement or withdrawal on the sale of the Products in the Territory will be minimized. CMS shall inform DKSH about its intention to introduce new products in the Territory (the “Additional Products”). CMS shall first offer to DKSH such Additional Products and if both Parties can agree on the terms and conditions of such Additional Products within one (1) months following the receipt of CMS’s offer, both Parties may include such Additional Products into this Agreement or enter into a separate distribution agreement for such Additional Products. In the event that the Parties cannot reach an agreement in respect to the terms and conditions of such Additional Products within the agreed time, CMS is entitled to appoint a third party to distribute and promote such Additional Product in the Territory.

Related to Deletion or Modification of Product / New Products

Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Definitions As used in this Agreement, the following terms shall have the following meanings:
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
NOW, THEREFORE the parties hereto agree as follows:
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Termination This Agreement may be terminated at any time prior to the Closing:
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement: