Common use of Distributor Appointment Clause in Contracts

Distributor Appointment. ENZO hereby appoints BAXTER to act as its nonexclusive distributor worldwide for the distribution and sale of PRODUCTS (EXHIBIT B), and BAXTER agrees to act as such distributor under the terms and conditions set forth herein. BAXTER agrees: a. not to purchase any PRODUCTS from other suppliers; b. not to manufacture PRODUCTS; c. to rely on ENZO as its sole source of PRODUCTS; d. not to use any PRODUCT to manufacture new or other PRODUCTS; e. that all PRODUCTS distributed by BAXTER are for research use only and are not intended for or to be used for diagnostic or therapeutic purposes; and f. that except for DISTRIBUTION under the terms and conditions as set forth in this AGREEMENT, purchase does not include any right or license to exploit these PRODUCTS commercially, including any right to sell these PRODUCTS to other distributors and that any other commercial use or development of these PRODUCTS without the express written authorization of ENZO is strictly prohibited. Nothing herein creates or constitutes a partnership or an agreement of agency between the parties with respect to any activities whatsoever. The relationship between ENZO and BAXTER shall be that of seller and buyer, and neither party shall conclude any contract or agreement or make any commitment, representation or warranty which binds the other party or otherwise act in the name of or on behalf of the other party. ENZO and BAXTER agree that the distribution relationship between them does not constitute, nor does it imply, a license of any of ENZO's technology or patents, nor does it abrogate any of ENZO's rights under its patents. ENZO maintains full rights under its PATENTS. The foregoing statements are paramount to this AGREEMENT.

Distributor Appointment. During the term of this AGREEMENT, ENZO hereby appoints BAXTER AFFYMETRIX to act as its nonexclusive worldwide distributor worldwide for the distribution and sale of only the PRODUCTS (listed in EXHIBIT B), and BAXTER AFFYMETRIX accepts such appointment and agrees to act as such distributor under the terms and conditions set forth herein. BAXTER During the term of this AGREEMENT, ENZO agrees to manufacture and/or supply the PRODUCTS to AFFYMETRIX under the terms set forth herein. AFFYMETRIX hereby agrees: a. not to purchase any PRODUCTS from other supplierssuppliers or manufacturers; b. not to manufacture PRODUCTSPRODUCTS except as otherwise stated in this AGREEMENT; c. to rely on ENZO as its sole source of PRODUCTS, including PRODUCTS for the arrays including the GeneChip-Registered Trademark- arrays and GeneChip-Registered Trademark- assays; d. not to use any PRODUCT PRODUCT(s) to manufacture new other PRODUCTS or other PRODUCTSproducts, except for quality control purposes or for developing new gene chip products under specific authorization from ENZO as provided in Section 5 below; e. that all PRODUCTS distributed by BAXTER AFFYMETRIX are for distribution in the research market for research use only only; and that it is expressly understood that the PRODUCTS are not intended for or to nor will they be used for diagnostic purposes or as therapeutic purposesagents; and f. that except for DISTRIBUTION distribution under the terms and conditions of this AGREEMENT and authorized use as set forth provided in this AGREEMENTSection 5 below, purchase of PRODUCTS does not include any right or license to exploit these the PRODUCTS commercially, including any right or license to sell these the PRODUCTS to other distributors (except as listed in EXHIBIT D), and that any other commercial use or development of these PRODUCTS or development using these PRODUCTS without the express prior written authorization of ENZO is strictly prohibited. Nothing herein creates or constitutes a partnership or an agreement ENZO hereby agrees: a. to use reasonable efforts in QUALIFICATION of agency between the parties PRODUCTS as set forth in the PRODUCT specifications; b. to manufacture and/or supply the PRODUCTS (EXHIBIT B) in accordance with respect commercially reasonable practices and as set forth in Sections 5, 8, and 9; and c. to any activities whatsoever. The relationship between manufacture and/or supply such PRODUCTS to meet the relevant specifications accepted by both ENZO and BAXTER shall be that of seller and buyer, and neither party shall conclude any contract or agreement or make any commitment, representation or warranty which binds the other party or otherwise act in the name of or on behalf of the other party. ENZO and BAXTER agree that the distribution relationship between them does not constitute, nor does it imply, a license of any of ENZO's technology or patents, nor does it abrogate any of ENZO's rights under its patents. ENZO maintains full rights under its PATENTS. The foregoing statements are paramount to this AGREEMENTAFFYMETRIX.