Sales Opportunities Clause Samples

Sales Opportunities. The Parties agree that Manufacturer shall have the exclusive right to manufacture and sell all Products (other than the Existing ARI Orders) to be delivered to customers on or before the Exclusivity End Date and after the Agreement Date. Manufacturer shall disclose to ARI all such sales opportunities, including, at ARI’s request, all communications and other materials related thereto. For Products to be delivered after the Exclusivity End Date but before the end of the Term, ARI shall have the exclusive right to negotiate and accept any sales opportunity presented to Manufacturer by any customer or sales agent, and Manufacturer shall promptly notify ARI of any and all such opportunities, and upon such notification, shall not otherwise communicate with any such customer or potential customer without ARI’s prior written approval. ARI shall have the sole and exclusive right to negotiate and accept or reject any such sales opportunity, and shall have the right to assign any accepted sales opportunity to Manufacturer (each a “Sales Contract”) and Manufacturer shall have the right (but not the obligation) to assume each Sales Contract in accordance with the terms of such Sales Contract and once so assumed, shall have the obligation to perform thereunder. Each such Product manufactured pursuant to a Sales Contract shall be considered a Product hereunder and shall be subject to the computation and payment of Royalty and Fees hereunder. After the Exclusivity Date and before the end of the Term, Manufacturer shall not manufacture, market or sell any Product (or similar product) except pursuant to a Sales Contract.