Exclusive Distribution Clause Samples

Exclusive Distribution. TRIS hereby grants to AYTU the exclusive right (except as expressly stated herein, even as to TRIS and its Affiliates) to Market the Product solely as a branded product (expressly excluding a non-branded generic or a Private Label product) in the Territory during the Term. Such exclusive right (i) is non-sub-licensable except as provided in this Section 3.1 and (ii) may only be transferred in accordance with an assignment of this Agreement pursuant to Section 14.8. AYTU may appoint sublicensees with TRIS’s prior written consent (each, a “Sublicensee”), which consent shall not be unreasonably withheld, conditioned or delayed. Each sublicense agreement shall provide for the following: (i) AYTU guarantees (pursuant to a guaranty acceptable to TRIS) and is responsible and liable to TRIS for the making of all payments due, and the making of any reports under this Agreement, with respect to sales of any Product by its Subsidiaries or Sublicensees and their compliance with all applicable terms of this Agreement (as if there was no Sublicensee); (ii) such sublicense agreement permits AYTU to assign to TRIS such sublicense agreement; (iii) such sublicense agreement requires such Sublicensee to observe all other applicable terms of this Agreement; and (iv) each such Affiliate or Sublicensee agrees in writing with TRIS to maintain appropriate and accurate books and records and to permit TRIS to inspect and copy such records and visit such Sublicensee’s facilities and to observe all other applicable terms, of this Agreement. No right or license other than those specifically granted to AYTU under this Section 3.1 are granted, and rights not specifically granted to AYTU herein are hereby explicitly retained by TRIS, including, without limitation the right to manufacture each Product and to exclusively supply each Product to AYTU (except as otherwise expressly set forth in this Agreement).

Exclusive Distribution. Tutogen hereby appoints Sulzer, and Sulzer hereby accepts the appointment during the term of this Agreement as the exclusive distributor of the Products in the Territory for the Field of Use.

Exclusive Distribution. An exclusive, non-transferable license, with limited right to sub-license, to (i) promote, market and demonstrate the Software and Documentation throughout the Exclusive Territory, (ii) distribute the Software and Documentation throughout the Exclusive Territory to Authorized End-Users, and (iii) distribute and sub-license the Software and Documentation throughout the Exclusive Territory to Authorized Evaluators for use on Authorized Workstations;

Exclusive Distribution. 1.1. The Supplier hereby grants Sephora, which accepts, the exclusive right to import and distribute the Products within the territory described below: France, Luxembourg, Monaco, Italy, Spain, Portugal, Turkey, Greece, Switzerland, Romania, Serbia, Bulgaria, Poland, Czech Republic and Germany. hereinafter the “Territory”. Consequently, the Supplier shall refrain from appointing any third party as distributor or agent for the Products in the Territory and shall refrain from making direct sales of the Products in the Territory. However, the Supplier reserves the right to sell the Products through its own Milk stores and Milk website. Sephora may decide in which channels the Products shall be distributed in each country of the Territory. Sephora may sell the Products in Sephora group’s stores, Sephora corners, shop-in-the-shop, Internet, print catalogue.... 1.2. The exclusivity is given until [***]

Exclusive Distribution. On the terms and subject to the conditions set forth in this Agreement, except as set forth on Schedule 4.01(a) hereto and subject to passive sales obligations in the European Economic Area, Seller hereby appoints Buyer and its Affiliates acting on its behalf as the sole and exclusive (also vis-à-vis-Seller) distributor within the O&G Segment within the Territory of (a) the Product during the Term and (b) the Spare Parts and Services relating to the Product during the period beginning on the date hereof and ending on the earlier of the expiration or termination of the Term or the Trigger Date (and, during such appointment, Seller and its Affiliates shall refrain from pursuing, directly or indirectly, any such distribution in the O&G Segment or appointing any other distributor in respect of the Product, the Spare Parts and the Services relating to the Product in the O&G Segment). Buyer, on behalf of itself and its Affiliates, hereby accepts such appointment on the terms and subject to the conditions set forth in this Agreement.

Exclusive Distribution. 3.1 Subject to the terms and conditions hereof, MBI agrees to sell to SYT the Commercial Product and SYT agrees to purchase all of its requirements of the Commercial Product from MBI and distribute the Commercial Product for use in the Field in the Territory. 3.2 Notwithstanding anything to the contrary contained herein, Italy will be excluded from the Territory until March 1, 2011, and shall be included in the Territory thereafter. 3.3 Notwithstanding anything to the contrary contained herein, Turkey and Israel will not be included in the Territory for the time being, as MBI has informed SYT about prior existing commitments in Turkey and Israel. Both Parties will agree within 6 months after signing of this Commercial Agreement how SYT exclusive distribution rights in Turkey and Israel can be granted and automatically included in the Territory under the terms of this Commercial Agreement; provided, further, that if after 24 months after signing of this Commercial Agreement such exclusive distribution rights have not been obtained with respect to either country or countries then such country or countries will not be included in the Territory and the Registration and Business Plan will be amended accordingly. 3.4 Upon completion by SYT of initial commercial sales (commercial sales considered to be completed when first invoice to a SYT customer is issued) of the Commercial Product for use in the Field in a country within the Territory hereunder, MBI will discontinue the sales of Rey- [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission noutria active ingredient formulations in such respective country; provided, however, that MBI may sell off existing inventory or work in progress of such product in such country. 3.5 SYT shall use commercially reasonable efforts to develop sales and achieve targets agreed in the Business Plan attached hereto as Exhibit 1. 3.6 If at any time the sales targets set forth in the Business Plan are not met by SYT for any [*****] as a whole, MBI shall have the right to [*****] of the Commercial Product and any other Reynoutria active ingredient formulation in the Territory (the “Section 3.6 [*****] Right”), while all other terms of this Agreement not in conflict with this Section 3.6 shall remain unchanged; provided, however, that if the Section 3.6 [*****] Right is triggered and the right to [*****] is prohibited by law or regulation or judicial order in a...

Exclusive Distribution. Rights In the event Distributor fails to achieve one-half (50%) of the sales figures set forth under "Performance Standards" in paragraph 5.1, then the exclusive distribution rights as set forth herein may be cancelled in the Company's sole discretion. Distributor shall remain the exclusive distributor within the Territory during the term of this agreement and any renewal thereof in the event Distributor has generated one-half or more of the sales figures set forth under Performance Standards in paragraph 5. 1. This provision shall not apply during the first 18 months of the term of this Agreement and sales shall be calculated on a 12-month basis thereafter.

Exclusive Distribution. 2.1 Subject to the terms and conditions of this Agreement, Supplier hereby irrevocably agrees to appoint Global Distributor as its exclusive distributor marketing and reselling Product to Purchasers outside the territory of the PRC. Global Distributor hereby agrees to serve as Supplier’s exclusive distributor for Product to Purchasers outside the territory of the PRC. 2.2 Subject to the terms and conditions of this Agreement, Supplier hereby irrevocably agrees to appoint PRC Distributor as its exclusive distributor marketing and reselling Product to Purchasers within the territory of the PRC. PRC Distributor hereby agrees to serve as Supplier’s exclusive distributor for Product to Purchasers within the territory of the PRC. 2.3 Except for supplying Product to Global Distributor and PRC Distributor under this Agreement, Supplier shall not supply Product to any other person or entity by itself or through any third party in or outside PRC.

Exclusive Distribution. 5.1 ▇▇▇▇▇▇▇▇ will be ▇▇▇▇▇▇▇'▇ exclusive distributor in the U.S.A. and Canada for the sale of the Products through and including July 3/rd/, 2004, unless the early termination of the Original Agreement and/or of this Agreement occur.