Product Distribution Clause Samples

Product Distribution. Beijing SL will be solely responsible for the distribution of Licensed Products in the Field in the Beijing SL Territory.

Product Distribution. 1. Subject to the terms and conditions of this Agreement, SurgiVision hereby appoints Brainlab, and Brainlab hereby accepts appointment, during the Term, as a non-exclusive distributor of, and an authorized provider of maintenance and support for, Products in the Territory in the MR Guided Stereotactic Placement Field of Use, except for those sites identified in Appendix B (with respect to which SurgiVision retains all rights). Notwithstanding the non-exclusive nature of this appointment, for any ClearPoint Customer Accounts created through Brainlab’s sales activities (i.e., the customer site purchased the reusable components through Brainlab), Brainlab shall, during the Term, be the exclusive provider of Products in the MR Guided Stereotactic Placement Field of Use. 2. Subject to the terms and conditions of this Agreement, SurgiVision hereby appoints Brainlab, and Brainlab hereby accepts appointment, during the Term, as the exclusive distributor of, and the authorized provider of maintenance and support for, Products in the Territory in the Therapeutic Delivery Field of Use, except for those sites identified in Appendix B (with respect to which SurgiVision retains all rights). 3. During the Term, Brainlab agrees to use Commercially Reasonable Efforts to adhere to the agreed-upon Project Plan and to commercialize, market, promote, sell, service and support Products in the Therapeutic Delivery Field of Use throughout the Territory. SurgiVision may render assistance to Brainlab in optimizing Brainlab’s commercialization activities and user satisfaction in the Therapeutic Delivery Field of Use. Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft CONFIDENTIAL 4. In furtherance of its Commercially Reasonable Efforts, during the Term, Brainlab shall not anywhere in the Territory develop, market or sell in the Therapeutic Delivery Field of Use any product that performs substantially the same function as, or competes with, any of the ClearPoint Products, except for Integrated Products as contemplated under this Agreement. In addition, without the prior written consent of SurgiVision (which consent may be withheld in its sole discretion), Brainlab shall not enter into or become bound by any agreement that restricts in any manner its ability to commercialize Products in the Therapeutic Delivery Field of Use. 5. In the event that either Party shall fail or refuses to (a) make its respective technology available in the T...

Product Distribution. Subject to the terms, conditions and limitations of this Agreement, the products sold under this Agreement shall be distributed in accordance with this section.

Product Distribution. 3.3.1 Distributor will use commercially reasonable efforts to distribute the Product in the Territory, in accordance with the standards and procedures set forth in Exhibit A. Such efforts will include: (a) providing a dedicated customer service team; (b) setting up accounts for all ▇▇▇▇-To Customers; (c) approving or denying business applications for potential customers; (d) taking and processing orders on a daily basis (Monday — Friday only); (e) validating active DEA licenses for Ship-To Customers to whom Product is being shipped; and (f) picking, packing and arranging for delivery of Product on the next business day for orders placed prior to Distributor’s normal order cut-off time. 3.3.2 Distributor will comply with Exhibit A, Operating Guidelines, in all material respects in its performance of the distribution services. 3.3.3 Distributor will sell Product to ▇▇▇▇-To Customers upon approval of Distributor’s then-current business application. 3.3.4 Ship-To Customers may purchase the Product through the Direct Channel or the Drop Ship Channel. Under the Direct Channel, the Ship-To Customer will order and purchase Product directly from Distributor and will be both the ▇▇▇▇-To Customer and the Ship-To Customer. Under the Drop Ship Channel, the Ship-To Customer will order and purchase Product from a Wholesaler and the Distributor will ship Product only to the Ship-To Customer that purchased such Product and will sell Product to and invoice the Wholesaler ▇▇▇▇-To Customer. Distributor will be responsible for ensuring that each Ship-To Customer to whom the Product is shipped by Distributor will be, at the time of shipment, eligible under Applicable Law to receive such shipments. 3.3.5 Distributor will have sole responsibility for determining the prices at which it sells the Product to its customers; provided, however, that such prices will not exceed Distributor’s wholesale acquisition cost (WAC), as determined at the time of sale to ▇▇▇▇-To Customer. 3.3.6 In the event of a shortage of the Product, Distributor will allocate available supplies of Product among its Ship-To Customers in a reasonable manner in accordance with such Ship-To Customers’ utilization of the Product during the preceding twelve-month period.

Product Distribution. Will maintain (and require its subcontractors to maintain) commercially reasonable quality control standards and record keeping practices, including procedures for the storage, handling and transportation of PRODUCT. • X

Product Distribution. A. Distributor shall at all times use its commercially reasonable efforts to market, promote and expand the sale of Products via the Channel in the Territory. B. Distributor shall submit to Supplier monthly sales and inventory data within seven (7) business days following the end of such month. C. Distributor shall (i) store, handle and distribute its inventory of Products in clean and sanitary conditions as required to maintain Product quality and in accordance with Supplier's and any applicable manufacturers’ reasonable specifications; (ii) not alter the Products in any manner; and (iii) comply with all applicable international, federal, state and local food, health and other applicable laws, rules, regulations, standards and orders (collectively, “Applicable Laws”) in connection with the storage and Distribution of the Products; provided, however, that Supplier shall be solely responsible for complying with all Applicable Laws with regard to the composition, makeup, development, manufacture, supply, advertising and marketing of the Products (including, without limitation, any labels affixed to the Products and the content of any advertising or marketing materials relating to the Products which are provided to Distributor by Supplier) and Supplier's license, distribution and sale of the Products to Persons other than Distributor. D. If Supplier or a governmental authority notifies Distributor of a Recall/Withdrawal Event, Distributor agrees that it shall fully cooperate with Supplier and take all necessary actions reasonably requested by Supplier in connection with a market withdrawal or recall of any Recalled Products or Withdrawn Products, including but not limited to, a notification to accounts and retrieval of Recalled Products or Withdrawn Products from accounts, at Supplier's sole expense. In the event of a Recall/Withdrawal Event, Supplier shall repurchase from Distributor, at a purchase price equal to (i) the full purchase price initially paid by Distributor to Supplier for such Recalled Products or Withdrawn Products; plus (ii) if Distributor refunds any money to its accounts in buying back unsold Recalled Product or Withdrawn Product, the difference between: (A) the amount of the refund and (B) Distributor's original purchase price paid for the unsold Recalled Product or Withdrawn Product based on the original purchase order; plus (iii) Distributor's documented freight, delivery and insurance expenses to return Recalled Product and Withdrawn Pr...

Product Distribution. MS agrees that between the time Company is notified the OEM Customer has signed the CLA and the date MS countersigns: (1) Company may distribute Products to the OEM Customer, and (2) CLAs should be processed in time for sales-out reporting.

Product Distribution. To the extent Corcept provides Optime with Product inventory under this Agreement, the following shall apply:

Product Distribution. (a) ExxonMobil and BFA Holder acknowledge and agree that this is not a product sales or supply agreement. ExxonMobil has no obligation under this Agreement or otherwise to supply BFA Holder with either branded or unbranded motor fuel products or its proprietary additive package, including without limitation, gasoline and diesel. BFA Holder is solely responsible for securing and paying for Base Product and the additive package, which meet all federal, state, and local regulatory and product quality standards in effect for motor fuels offered for sale through retail outlets in the Designated Geographies. Base Product must also meet ExxonMobil quality specifications as more specifically set out in Exhibit 3 (as confirmed by testing as described in Exhibit 3). BFA Holder shall participate in ExxonMobil’s annual Marker Program in order to confirm compliance with the requirements of this Agreement and ExxonMobil’s standards. (b) BFA Holder shall not (i) acquire any motor fuels from ExxonMobil or any of its Affiliates within the Designated Geographies, nor (ii) acquire any motor fuels from ExxonMobil or any of its Affiliates within the United States of America for resale as motor fuel in the Designated Geographies. Notwithstanding the previous sentence, BFA Holder shall be permitted to purchase motor fuels from ExxonMobil through in tank sales for a time period beginning on the Effective Date and ending upon the later of (A) one hundred and twenty (120) days following the Effective Date, and (B) December 31, 2010. (c) BFA Holder shall procure the additives identified on Exhibit 4 from only those suppliers specified on Exhibit 4 (or such other supplier as may be subsequently identified by ExxonMobil). BFA Holder shall additize the Base Product in accordance with the specifications set forth in Exhibit 4, using industry standard computer controlled additive injection equipment, prior to distribution through any BFA Holder Branded Outlet as Product. In the event that BFA Holder desires a waiver from ExxonMobil with respect to the specified additive or suppliers, or the fuel quality specifications, BFA Holder shall contact the appropriate ExxonMobil fuels quality manager to discuss such a request, as provided on Exhibit 4. (d) BFA Holder will bear full financial responsibility for the cost of installation and maintenance of additive racks at all terminals from which it distributes Products. If ExxonMobil desires that a third party(s) with whom it has a brand fee agre...