Sub-Distribution Agreements Clause Samples

Sub-Distribution Agreements. Any agreement entered into by Rogers or Shaw --------------------------- (directly or indirectly through an entity controlled by Rogers and Shaw) with a sub-distributor shall: (A) be substantially in the standard form of sub-distributor or affiliation agreement to be approved by the parties hereto and shall not be altered in any material respect without the prior written consent of @Home, which consent shall not be unreasonably withheld. Provided that, such sub-distribution agreements shall be entered into only with sub-distributors in accordance with sub-distribution guidelines, which shall be mutually agreed upon by the parties hereto; (B) provide for such management fees to be paid by such sub-distributor to Rogers and/or Shaw, as applicable, for establishing and managing the relationship with such sub-distributor. Such management fee will be set by the Rogers and Shaw and shall be approved by @Home, acting reasonably, and shall be sufficient to cover at least Rogers' and ▇▇▇▇'▇ costs and investment in connection with such establishment and management. Rogers and/or Shaw, as applicable, may charge additional fees to the sub-distributors for additional or incremental services such as billing or customer support; and (C) provide that the rights granted to sub-distributors which require performance by @Home, shall be no greater than the rights granted to Rogers and Shaw by @Home and that such sub-distributors shall be subject to performance standards in order to maintain exclusivity. Rogers and Shaw shall promptly notify @Home of any material breach under any such sub-distributor or affiliation agreement. Each of Rogers and Shaw (directly or indirectly through an entity controlled by Rogers and Shaw) will diligently enforce the provisions of any sub-distributor or affiliation agreement.

Sub-Distribution Agreements. DISTRIBUTOR shall require that each Sub-Contractor executes a written agreement, including a quality agreement and pharmacovigilance agreement (where necessary) with DISTRIBUTOR. No Sub-Contractor shall have the right to sublicense any rights.

Sub-Distribution Agreements. EXHIBIT H attached hereto contains a true and complete list of Maron's sub-distributors, and prior to the Closing Maron shall have delivered to Company true and complete copies of all of Maron's agreements with such sub-distributors. Such agreements contain the complete agreements between Maron and each such sub-distributor, and are valid and in full force and effect, to Kim's and Maron's best knowledge, and, to Kim's and Maron's best knowledge, there are no liabilities of Maron connected with such agreements which have not been previously disclosed to Company.

Sub-Distribution Agreements. As soon as reasonably practicable following the execution and delivery of this Agreement: (1) With respect to the EMEA Co-Promotion Countries, the Local Affiliates of M will enter into Sub-Distribution Agreements in the form attached hereto as Exhibit 7 (with such variations as may be necessary to comply with local laws and regulations), with MSDIS pursuant to which each M Local Affiliate will purchase finished, packaged Cholesterol Products from MSDIS for sale in the EMEA Co-Promotion Countries. (2) With respect to the EMEA Co-Branding Countries, Local Affiliates of each of M and S-P will enter into separate, identical (except for the name of the Local Affiliate) Sub-Distribution Agreements in the form attached hereto as Exhibit 7 (with such variations as may be necessary to comply with local laws and regulations), with MSDIS pursuant to which such M and S-P Local Affiliates will purchase finished, packaged Cholesterol Products from MSDIS for sale in the EMEA Co-Branding Countries. (3) With respect to each EMEA Single Presence Country, whichever of M or S-P is deemed to have the single presence in such country, will arrange for one of its Local Affiliates to enter into a Sub-Distribution Agreement in the form attached hereto as Exhibit 7 (with such variations as may be necessary to comply with local laws and regulations), with MSDIS pursuant to which such M or S-P Local Affiliate will purchase finished, packaged Cholesterol Products from MSDIS for sale in that EMEA Single Presence Country. (4) In the event that the M Local Affiliate that enters into the Sub-Distribution Agreement with MSDIS in an EMEA Co-Promotion Country pursuant to Section 2.1(g)(1), or another Local affiliate, has failed for any reason (including without limitation an event of force majeure), to perform, in any material respect, its obligations under the Sub-Distribution Agreement entered into pursuant to this Section 2.1(g)(1), such failure to perform is not cured and performance by the M Local Affiliate or any other M Local Affiliate is not resumed within sixty (60) days of written notice by S-P of such failure and S-P (or its designated Affiliate) can demonstrate to the Singapore Partnership that it has the ability and the facilities and expertise to assume the rights and responsibilities of the applicable M Local Affiliate, then S-P (or its designated Affiliate) shall have the right to assume the rights and responsibilities of the applicable M Local Affiliate under the Sub-Distribu...