Common use of Distribution Rights Clause in Contracts

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore hereby grants to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in Hong Kong, Singapore, Dubai, Qatar, Oman and Jordan (collectively, the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party who, directly or indirectly, resells or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 8) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however, that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore shall be solely responsible for securing all required export licenses, governmental approvals, permits and authorizations necessary for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore hereby grants to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in Hong Kong, Singapore, Dubai, Qatar, Oman and Jordan throughout the Dominion of Canada (collectively, the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party who, directly or indirectly, resells or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 8) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however, that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore shall be solely responsible for securing all required export licenses, governmental approvals, permits and authorizations necessary for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore hereby grants to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in Hong Kongthe fifty United States and the District of Columbia and its territories, Singapore, Dubai, Qatar, Oman possessions and Jordan foreign military bases (collectively, the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party who, directly or indirectly, resells or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 8) 9) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however, however that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore shall be solely responsible for securing all required export licenses, governmental approvals, permits and authorizations necessary for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.

Distribution Rights. (a) On 2.1 During the Term, as defined herein, Supplier hereby grants to Distributor, and Distributor accepts the right to sell and distribute the Products only to Industrial Customers in the Territory for non-patient use subject to the terms and subject conditions stated herein. Distributor may grant to EM or its Affiliates the conditions of this Agreement, Bollore hereby grants rights to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in Hong Kong, Singapore, Dubai, Qatar, Oman and Jordan (collectively, the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell distribute the Products outside the Territory United States, provided that with respect to such distribution, EM shall be subject to all of Distributor's duties and obligations hereunder (other than pursuant to, and in accordance with except for the terms of, a written agreement with BolloreMinimum Purchase Requirements) and Distributor shall not knowingly sell remain fully liable for EM's performance of such duties and obligations. During the Term, except as otherwise provided in Section 2.3, Supplier and its Affiliates shall distribute the Products to Industrial Customers in the United States only through Distributor pursuant to this Agreement. This Agreement shall in no way limit the right of Supplier and its Affiliates to distribute Products to Industrial Customers outside the United States, provided that any party whosales by Supplier or its Affiliates to Industrial Customers within the Territory but outside the United States shall be credited against the Minimum Purchase Requirements for incremental international sales for the applicable Contract Year or Stub Period. 2.2 Distributor hereby accepts such grant of distribution rights. Distributor represents and warrants that it shall not sell or distribute the Products other than as provided for herein. Distributor hereby agrees that during the Term: 2.2.1 none of Distributor or its respective Affiliates, or any other Person on its or their behalf, shall sell, solicit orders for or otherwise distribute any Product, directly or indirectlyindirectly through distributors, resells agents or distributes such Products outsideotherwise, to or sells to a third party for resale from any customer or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware Affiliate of such party's sales outside the Territory. Bollore may select any customer: (a) other distributors for located outside of the Products in other territories, and Territory; (b) other distributors for any products that is not using the Marks (as defined in Section 8) in the Territory. an Industrial Customer; or (c) The relationship between the parties is that of vendor and purchaser (rather for any use other than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the non- patient use; 2.2.2 Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the distribute Products in the Territory on at least through sub-distributors provided that the dollar volume of Products sold to sub-distributors in the United States in any Contract Year does not exceed 15% of the dollar volume of all Products sold by Distributor during such Contract Year in the United States; 2.2.3 Distributor may distribute Products in the Territory through EM acting as a monthly basis consistent sub- distributor provided that the dollar volume of Products sold to EM in the United States shall not be counted as sales to a sub-distributor for purposes of the calculation described in Section 2.2.2 regarding the percentage dollar volume of Products sold to sub-distributors in the United States in a given Contract Year; and 2.2.4 Supplier shall not be responsible to the extent Distributor grants any warranty, service contract or similar right with past practices between Bollore and USTC and respect to the Products that is different from or additional to the warranty set forth in Section 7.7 herein without the prior written consent of Supplier, which consent may be withheld by Supplier in its affiliates. (e) The sole discretion. To the extent that Distributor or any of its Affiliates grants, or is deemed to have granted, any such warranty or right, Distributor shall be solely responsible for securing all required import licensestherefor, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, it being understood that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however, that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore this sentence is to allocate responsibility between Distributor and Supplier and not with respect to any other party. 2.3 Distributor acknowledges and agrees that: 2.3.1 this Agreement shall not prohibit Supplier or its Affiliates from distributing the Products to Industrial Customers within the United States otherwise than through Distributor to the extent that Distributor shall be solely responsible for securing all required export licensesunable to so distribute the Products by reason of any matter referred to in Section 11 or if Distributor is otherwise prohibited from selling, governmental approvalsor unable to sell, permits and authorizations necessary the Products to any customer or class of customers, provided that such sales shall be credited against the Minimum Purchase Requirements for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.applicable Contract Year or Stub Period;

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore Oculus hereby grants appoints More Pharma as its exclusive distributor, with the right to execute sub-distribution agreements, to promote, market, import, offer for sale, sell and/or distribute the Distributor Product in each and every jurisdiction of the Territory for the term of this Agreement (as defined Permitted Use in Section 6) the exclusive right to purchase Field during the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A Term (the "Products") from Bollore for resale in Hong Kong, Singapore, Dubai, Qatar, Oman and Jordan (collectively, the "Territory"“Distribution Rights”). During the term of this Agreement, Bollore Oculus shall not sell the Products to any person or company in the Territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party whonot, directly or indirectly, resells appoint another manufacturer, licensee or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 8) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore distributor in the Territory for the manufacturing, promotion, marketing, sale or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory distribution of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation Permitted Use in the Field. For the purpose of clarity, under no circumstances the Parties intent to transfer the Proprietary Rights. Manufacturer and Oculus hereby grant their authorization in order for More Pharma to register the Trademarks in the Territory, with the right to sublicense pursuant to the provisions herein. All orders or direct inquiries received by Oculus or the Manufacturer respecting the sale of the Products in the Territory; providedTerritory will be referred by Oculus or the Manufacturer, howeveras the case may be, that Bollore shall use to More Pharma. In such regard, Manufacturer agrees to provide a comprehensive list of its reasonable best efforts (at the Distributor's expense) current clients to cooperate allow More Pharma to liaise directly with the Distributor in securing such licenses, approvals, permits them for supply of Product purposes. The Distribution Rights are limited to and authorizations. Bollore shall, at may be exercised exclusively by More Pharma and/or its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however, that the Distributor shall use such technical data and any other proprietary information obtained from Bollore permitted sub-licensee’s or sub-distributors solely for the purpose of obtaining such registrationpromoting, marketing, import, offering for sale, selling and/or distributing the Product in the Territory for the Permitted Use in the Field and may be used as necessary to carry out all actions before the Government Authorities as required per applicable laws in connection with the Marketing Authorizations in the Territory. Bollore More Pharma may not sublicense its rights hereunder, except pursuant to agreements which shall be solely responsible for securing all required export licenses, governmental approvals, permits in writing and authorizations necessary for the exportation shall contain obligations of the third party materially similar to the obligations of More Pharma hereunder, and no less favorable to Oculus’ rights than the provisions contained in this Agreement. More Pharma shall be liable to Oculus and/or Manufacturer, as the case may be, for acts or omissions of any sublicensee and/or sub-distributor not in conformity with the terms of this Agreement or any agreement between More Pharma and any sub-licensee and/or sub-distributor. More Pharma may export/import the Products as necessary to cover the Territory, subject to material compliance with all applicable import and export laws. In the event Oculus, Manufacturer and/or any of its Affiliates obtains an authorization to use the Products in Territory for a use other than the Permitted Use, More Pharma shall be granted a right of first refusal to exploit such new authorizations. In any case, any sublicense or sub-distribution agreement signed by More Pharma shall include a section providing that Oculus shall authorize the terms and conditions of any such agreement within the following ten (10) Business Days after execution. If Oculus does not grant such authorization, such agreement may not enter into effect and shall be null and void. More Pharma shall deliver to Oculus and Manufacturer an original of any such agreement duly signed by the Parties, within ten (10) calendar days after signature so that Oculus may grant its authorization (such authorization not to be unreasonably withheld, conditioned nor delayed); if such authorization is not given in writing with the referred term, the authorization shall be considered as granted. Nothing herein shall prevent Oculus from distributing Oculus’ other products outside the country of manufacture; provided, Field or outside the Territory. Provided however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licensesneither Oculus, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining Manufacturer or any of its Affiliates shall sell Products to a third party which they have reason to believe will export or import them to the foregoingTerritory.