Distribution Commitment definition

Distribution Commitment means a duly executed New Distribution Agreement (including acceptance of the Commercial Requirements) in the form provided by MEC or another form acceptable to MEC (provided that MEC shall consider, in good faith, any reasonable requests by a Proposed Distributor to amend the form of Exhibit A, without any obligation on MEC to agree to any such amendment/s that MEC determines to not be acceptable in its sole and absolute discretion, which entitles MEC to accept and execute such New Distribution Agreement, but only after the effective termination of any Third Party Agreement/s (as defined below) for the Sub-Territory/ies applicable to such New Distribution Agreement (provided that such entitlement to accept and execute shall be irrevocable for a period of one hundred twenty (120) days after MEC’s receipt thereof and, thereafter, such Proposed Distributor may revoke such Distribution Commitment in its sole discretion upon written notice to MEC). MEC shall notify such Proposed Distributor if the duly executed New Distribution Agreement submitted by the Proposed Distributor is not in a form and substance acceptable to MEC, identifying in general why such New Distribution is not acceptable to MEC and in the event that MEC fails to so respond within ten (10) days of receipt of a duly executed New Distribution Agreement, the Proposed Distributor shall have the right to revoke such Distribution Commitment upon written notice to MEC. If the Proposed Distributor delivers the Distribution Commitment, then immediately after MEC becomes aware of the effective termination of any applicable Third Party Agreements for the Sub-Territory/ies applicable to the applicable Distribution Commitment (or if there are no such Third Party Agreements, immediately upon receipt thereof), MEC shall execute such Distribution Commitment to the extent not previously revoked by such Proposed Distributor in accordance herewith (which thereupon shall constitute the applicable New Distribution Agreement), and deliver the fully executed New Distribution Agreement to such Proposed Distributor with a copy to KO promptly following the execution thereof. For the avoidance of doubt, MEC shall not approach or engage any KO Distributors without first notifying KO in writing.

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Distribution Commitment shall have the meaning set forth in Section 2(b). “Distributor Indemnitees” shall have the meaning set forth in Section 9(a). “EMEA” shall mean the European Agency for the Evaluation of Medicinal Products. “Extended Term” shall have the meaning set forth in Section 13(a). “Field” shall mean human therapeutic uses in the field of oncology. “Fiscal Quarter” shall mean the three (3) month period ending on January 31, April 30, July 31, or October 31 of each calendar year, as the context requires. “First Commercial Sale” shall mean the date of the first arm’s length transaction, transfer or disposition for value to a Third Party of a Product by or on behalf of Distributor or any Affiliate or permitted Sub-distributor in such country. “Indemnitee” shall mean a Distributor Indemnitee or an Alfacell Indemnitee. “Indemnitor” shall have the meaning set forth in Section 9(c). “Initial Indication” shall mean the treatment of Mesothelioma with Product. “Initial Term” shall have the meaning set forth in Section 13(a). “JCC” shall have the meaning set forth in Section 8(b). “Liaison” shall have the meaning set forth in Section 8(a). “Marketing Materials” shall mean, to the extent permitted by Applicable Law, all sales, education and marketing materials including all patient and physician communications and materials, websites, educational materials and presentations, and detailing products and premiums. “Net Sales” shall mean, on a country-by-country basis, the gross invoiced sales price for all Product sold by Distributor, its Affiliates or permitted Sub-distributors to Third Parties throughout the Territory during each Fiscal Quarter, less the following amounts incurred or paid during such Fiscal Quarter with respect to sales of Product regardless of the Fiscal Quarter in which such sales were made: * * * * * * * * * *

Examples of Distribution Commitment in a sentence

For purposes of clarification, the foregoing sentence shall not relieve Google of any payment obligations that have accrued prior to the achievement of the Maximum Distribution Commitment.
In the event that any Primary KO Distributor is willing to distribute the Products on the terms of the KO Distribution Agreement then in effect, ▇▇▇ shall not have the right to withhold its agreement to such Primary KO Distributor distributing the Products on such terms (i.e., such agreement shall be deemed to be a Distribution Commitment).
In the event that the Launch Date or the effective date of expiration or termination of this Agreement occurs on a day other than the first day of a calendar month then the Tier A Minimum Distribution Commitment, the Tier B Minimum Distribution Commitment, and all applicable payment amounts under Section 4.2 of this Agreement shall be pro rated.
In the event that any Primary KO Distributor is willing to distribute the Products on the terms of the KO Distribution Agreement then in effect, MEC shall not have the right to withhold its agreement to such Primary KO Distributor distributing the Products on such terms (i.e., such agreement shall be deemed to be a Distribution Commitment).
The foregoing (b) shall be referred to as the "Tier A Successful Installation Minimum." Distributor shall distribute Bundles to End Users in Tier B Countries so that either (c) at least [ *** ] ([ *** ]) Bundles per calendar month are downloaded by End Users in Tier B Countries, or (d) there are at least [ *** ] ([ *** ]) Successful Installations per calendar month in Tier B Countries (the "Tier B Minimum Distribution Commitment").
Google will use commercially reasonable efforts to provide Distributor with [ *** ] advance notice of achievement of the Maximum Distribution Commitment.
Distributor shall distribute Bundles to End Users in Tier A Countries so that either (a) at least [ *** ] ([ *** ]) Bundles per calendar month are downloaded by End Users in Tier A Countries, or (b) there are at least [ *** ] ([ *** ]) Successful Installations per calendar month in Tier A Countries (the "Tier A Minimum Distribution Commitment").
In no event shall any payments be owed, due or payable to Distributor following the achievement of [ *** ] under this Agreement (the "Maximum Distribution Commitment").
Distributor shall distribute Bundles to End Users in Tier A Countries so that either (a) at least [ *** ] ([ *** ]) Bundles per calendar month are downloaded by End Users in Tier A Countries, or (b) there are at least [ *** ] ([ *** ]) Successful Browser Installations per calendar month in Tier A Countries (the "Tier A Minimum Distribution Commitment").
The foregoing (b) shall be referred to as the "Tier A Successful Installation Minimum." Distributor shall distribute Bundles to End Users in Tier B Countries so that either (c) at least [ *** ] ([ *** ]) Bundles per calendar month are downloaded by End Users in Tier B Countries, or (d) there are at least [ *** ] ([ *** ]) Successful Browser Installations per calendar month in Tier B Countries (the "Tier B Minimum Distribution Commitment.").

More Definitions of Distribution Commitment

Distribution Commitment shall have the meaning ascribed thereto in the Comcast Affiliation Agreement.