Distributorships. Astellas shall have the right to appoint its Affiliates, and Astellas and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in any country(ies) (a) in the Territory outside of the U.S., to distribute, market, promote and sell Products, with or without packaging rights; (b) in the U.S., solely with respect to any Product for which the Required Exercise Date has occurred and Ambit has not exercised the Co-promotion Option or the applicable Co-promotion Term has expired, to ***Confidential Treatment Requested
Distributorships. MDCO has the right to appoint its Affiliates as distributors of the Products in any country of the Territory, and MDCO and its Affiliates shall have the right to appoint any Third Party(ies) as Distributor(s).
Distributorships. AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion (except as provided below), to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Licensed Products from AbbVie or its Affiliates. Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie, that Person shall be a “Distributor” for purposes of the Collaboration Agreement. AbbVie shall obtain Receptos’ consent prior to appointing any Third Party Distributor for any Co-Promotion Product (including, for this purpose, any Licensed Product as to which the Co-Promotion Option has not yet expired) in the Co-Promotion Territory unless Receptos has elected not to exercise (or has failed to timely exercise) the Co-Promotion Option; no other prior consent shall be required from Receptos. The term “packaging rights” in this Section means the right for the Distributor to package Licensed Products supplied in unpackaged bulk form into individual ready-for-sale packs.
Distributorships. 5.4.1 AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any Third Party, to Commercialize the Products in any country in the AbbVie Territory (with or without packaging rights) in circumstances where the Person purchases its requirements of Products from AbbVie or its Affiliates. The term “packaging rights” in this Section 5.4.1 means the right for the Distributor to package Products supplied in unpackaged bulk form into individual ready-for-sale packs.
Distributorships. AstraZeneca shall have the right, in its sole discretion, to appoint its Affiliates, and AstraZeneca, its Affiliates and its Sublicensees shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country of the Territory, to distribute, market and sell the Licensed Products, with or without packaging rights. In circumstances where such appointed Person purchases its requirements of Licensed Products from AstraZeneca, its Affiliates or its Sublicensees, but does not otherwise make any royalty or other payment to AstraZeneca, its Affiliates or its Sublicensees with respect to Intellectual Property Rights, and where such Person is not an Affiliate of AstraZeneca and neither AstraZeneca nor any of its Affiliates shares in the profits from, or has an equivalent interest in the proceeds from, the sale of Licensed Products by such Person, that Person shall be a “Distributor” for purposes of this Agreement. The term “packaging rights” in this Section 2.3 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall mean the right for the Distributor to package Licensed Products supplied in unpackaged bulk form into individual ready-for-sale packs. AstraZeneca shall remain liable for any action or failure to act by the Distributor that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca.
Distributorships. AstraZeneca shall have the right, in its sole discretion, to appoint its Affiliates, and AstraZeneca and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in any country in the Territory, to distribute, market and sell the Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Products from AstraZeneca or its Affiliates but does not otherwise make any royalty or other payment to AstraZeneca with respect to its intellectual property rights. Where AstraZeneca or its Affiliates appoints such a Person that is not an Affiliate of AstraZeneca, that Person shall be a “Distributor” for purposes of this Agreement. The term “packaging rights” in this Section 8.3.2 shall mean the right for the Distributor to package Products supplied in unpackaged bulk form into individual ready-for-sale packs. To the extent Targacept has the right under this Agreement to distribute, market and sell a Product (including a Royalty-Bearing Product or Royalty-Bearing Terminated AZ Product) that contains a Terminated Compound or a Partially-Terminated Product in a country, Targacept shall have the right, in its sole discretion, to appoint its Affiliates, and Targacept and its Affiliates shall have the right, in their sole discretion, to appoint Third Parties to distribute, market and sell such products in such country(ies).
Distributorships. Forest shall have the right, in its sole discretion, to appoint its Affiliates, and Forest and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country of the Territory, to distribute, market, and sell the Licensed Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Licensed Products from Forest or one of its Affiliates. Where Forest or its Affiliates appoints such a Person and such Person is not an Affiliate of Forest, that Person shall be a “Distributor” for purposes of this Agreement. The term “packaging rights” in this Section 2.3 means the right for the Distributor to package Licensed Products supplied in unpackaged finished form into commercial packaging. Any such appointment of a Distributor shall not relieve Forest of any of its obligations under this Agreement, and Forest shall remain primarily responsible for the performance of such Distributors.
Distributorships. AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and except as provided in Section 5.4 above with respect to Sublicensees in Major Markets, AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Licensed Products from AbbVie or its Affiliates. Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie, that Person shall be a “Distributor” for purposes of this Agreement. The term “packaging rights” in this Section 5.5 means the right for the Distributor to package Licensed Products supplied in unpackaged bulk form into individual ready-for-sale packs.
Distributorships. Each Party shall have the right, in its sole discretion, to appoint its Affiliates, and such Party and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in its respective territory or in any country of its respective territory, to distribute, market, and sell the Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Products from such Party or its Affiliates but does not otherwise make any royalty or other payment to Licensee with respect to its intellectual property or other proprietary rights. Where such Party or its Affiliates appoints such a Person and such Person is not an Affiliate of such Party, that Person shall be a “Distributor” for purposes of this Agreement. The term “packaging rights” in this Section means the right for the Distributor to package Products supplied in unpackaged bulk form into individual ready-for-sale packs.
Distributorships. AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products (with or without packaging rights). Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie, that Person shall be a “Distributor” for purposes of this Agreement. The term “packaging rights” in this Section 5.4 means the right for the Distributor to package Licensed Products supplied in unpackaged bulk form into individual ready-for-sale packs.
