Common use of Responsibilities of Distributor Clause in Contracts

Responsibilities of Distributor. Distributor shall: a. Act for the registration of OVA1 with the Israeli Ministry of Health under the name of Supplier, which registration, along with any and all other licenses, permits, authorizations or approvals obtained under this Agreement, shall be the property of Supplier, all if and to the extent permitted under any applicable law; if registration will require a clinical trial the division of labor and expenses will be [***]% of costs to Supplier, [***]% of the costs to Distributor. b. Provide marketing plan and sales projections within sixty (60) days of signing this agreement. c. Cause its marketing and sales force to utilize commercially reasonable efforts to promote and sell the Test in the Territory and to reasonably maximize sales thereof. d. Be responsible for carrying out the Test (and purchasing all required instrumentation, reagents, and service contracts) in its own lab and/or in one or more third-party labs approved by Supplier in the Territory in accordance with the Test insert and applicable regulatory requirements, and to provide the Software to such third party labs. e. Arrange for translation of the Test insert into the required language for use in its laboratories. f. Provide promptly any data to Supplier which reasonably requests and to which Distributor reasonably has access, including without limitation the following data on a monthly basis: i. a count of Tests performed by all of its laboratories using the reporting function in OVACalc. ii. specific payor type (i.e., private pay, HMO, government, etc.) for each Test performed. iii. additionally, when the Test is carried out by Distributor, Distributor will also provide the following data: 1. ordering physician’s name and place for each Test performed, and 2. invoiced amount for each Test performed. g. Use Supplier’s name and Supplier’s then-current names for the Test in its marketing and promotional efforts and materials, all of which marketing and promotional efforts and materials are subject to Supplier’s reasonable prior approval, and not add to, supplement, delete from or modify any sales or marketing documentation or forms or representations provided by Supplier except with the prior written consent of Supplier, or make any representations or warranties regarding the Test on behalf of Supplier or itself other than those specified in Attachment A hereto and/or explicitly authorized by Supplier in writing, including the materials provided in accordance with Section 6(d). h. Not market, promote, sell or solicit orders for or otherwise represent any test in competition with the Test. i. Comply with all applicable laws and orders in the Territory in its performance of its obligations under this Agreement.

Responsibilities of Distributor. Distributor shall: a. Act for During the registration term of OVA1 with the Israeli Ministry of Health under the name of Supplier, which registration, along with any and all other licenses, permits, authorizations or approvals obtained under this Agreement, Distributor shall be the property of Supplier, all if at Distributor's sole expense: (a) Faithfully and to the extent permitted under any applicable law; if registration will require a clinical trial the division of labor and expenses will be [***]% of costs to Supplier, [***]% of the costs to Distributor. b. Provide marketing plan and sales projections within sixty (60) days of signing this agreement. c. Cause its marketing and sales force to utilize diligently use commercially reasonable efforts to promote promote, advertise, market, offer for sale and sell the Test Product in the Territory and to reasonably maximize cooperate with Manufacturer in maximizing sales thereof. d. Be responsible for carrying out of the Test (and purchasing all required instrumentation, reagents, and service contracts) in its own lab and/or in one or more third-party labs approved by Supplier Product in the Territory as well as servicing and satisfying customer demands and requests; (b) Giving due regard to Manufacturer's suggested procedures, for all Product sold by Distributor in accordance the Territory, process customers' claims for replacement of Product pursuant to the applicable warranties; (c) Simultaneously with the Test insert and applicable regulatory requirementsexecution of this Agreement, and to on the first day of each calendar quarter thereafter, provide Manufacturer with a forecast of quantities by apparent activity strengths (as offered by the Software to such third party labs. e. Arrange for translation Manufacturer) of the Test insert into Product to be ordered by Distributor for each week during the required language for use in its laboratories. f. Provide promptly any data to Supplier which reasonably requests and to which Distributor reasonably has accesstwelve month (12) month period commencing on the date of delivery of the applicable forecast. Beginning forty-five (45) days before the commencement of the Start Up Period, including without limitation the following data on provision shall become applicable: * (d) Submit a monthly basis: i. a count of Tests performed by all draft of its laboratories using sales and public relations materials relating to the reporting function Product to Manufacturer for Manufacturer's written approval prior to any disclosure or use of such material; (e) Undertake such education and instruction of physicians, patients and other third parties as may be necessary and appropriate in OVACalc. ii. specific payor type (i.e., private pay, HMO, government, etc.) for each Test performed. iii. additionally, when the Test is carried out by Distributor, Distributor will also provide the following data: 1. ordering physician’s name and place for each Test performed, 's reasonable judgment; and 2. invoiced amount for each Test performed. g. Use Supplier’s name and Supplier’s then-current names for the Test (f) Comply in its marketing and promotional efforts and materials, all of which marketing and promotional efforts and materials are subject to Supplier’s reasonable prior approval, and not add to, supplement, delete from or modify any sales or marketing documentation or forms or representations provided by Supplier except with the prior written consent of Supplier, or make any representations or warranties regarding the Test on behalf of Supplier or itself other than those specified in Attachment A hereto and/or explicitly authorized by Supplier in writing, including the materials provided in accordance with Section 6(d). h. Not market, promote, sell or solicit orders for or otherwise represent any test in competition with the Test. i. Comply material respects with all laws applicable laws and orders to Distributor relating to the sale of the Product in the Territory and, at its expense, verify that its customers are qualified in its performance all material respects to purchase and receive the Product and have obtained all material consents, licenses and approvals necessary for the purchase and receipt of its obligations under this Agreementthe Product, and provide information and documentation pertaining to the foregoing compliance and verification to Manufacturer on a regular and timely basis.