By: admin On: September 19, 2021 In: Uncategorized Comments: 0

16.1 Dispute Resolution. The parties will attempt to resolve any dispute arising out of or in connection with this Agreement (including disagreements as to the validity, applicability or interpretation of this Agreement) through amicable and good faith discussions. In the event of a dispute between the Parties, the management of each of the Parties will hold amicable discussions in good faith in order to try to resolve the dispute. 11.3 Termination by either party. This Agreement and Suzuken`s distribution rights under this Agreement will terminate immediately upon one of the following events: 11.4 Termination by Given Japan. Provided that Japan may, in its sole discretion, upon written notice (unless shorter notice is specified below), terminate this Agreement (or not make distribution rights under this Agreement exclusive if: (i) [*Edited*]; or (ii) [***Edited*]; or (iii) after [*Edited***]; or (iii) after [*Edited*]; or (iii) after [***Edited***]; or (iii) after [***Edited***] prior written notice if [***Edited***]. (g) perform minor repairs to the equipment and provide on-site service, and in doing so, Suzuken will follow Japan`s reasonable instructions and will only use those product components or spare and service parts for the product that have been approved by Given Japan or received from Given Japan. Accordingly, Suzuken will maintain a stock of products and spare parts in sufficient quantities to provide these services; While Given Japan and Given Imaging Ltd. (“Given Imaging”) are parties to this special amended supply agreement (the “Supply Agreement”) from the exact date of that date for the delivery of the donated Diagnostic Imaging System (the “Donated System”) by Given Imaging to Given Japan, which currently consists of the M2ATM capsule, a data logging kit and the RAPIDTM workstation for the diagnosis of the gastrointestinal tract, as set forth in Appendix A, and any related enhancements, enhancements or products, developed by Given Imaging (collectively, the “Product”) for distribution in Japan (the “Territory”), and CONSIDERING that, subject to the terms of this Agreement, Given Japan wishes to appoint Suzuken as distributor of the Product in the Territory; and 17.2 Publication, Press Releases. Both parties may issue press releases relating to the existence of an agreement between the parties without revealing the commercial details of the agreement and subject to their respective confidentiality obligations to each other. Both Parties shall provide the other Party with a copy of the draft press release referring to the other Party for prior approval prior to publication. Permits will not be unreasonably refused and issued in a timely manner.

17.12 Interpretation. 1.1 Appointment. Subject to the terms of this Agreement, Given Japan hereby designates Suzuken as its exclusive distributor of the Product to customers in the Territory, subject to the exceptions and limitations set forth herein, and Suzuken accepts such appointment. To fulfill its obligations as an exclusive distributor, Given Japan grants Suzuken the non-transferable right (except as provided in Article 15) to market, distribute and sell the Product directly to customers in the Territory. “Customers” (each, a “Customer”) means customers who purchase the Product for their own internal use and not for subsequent marketing, distribution, sale or resale. (y) ensure that all personnel involved in marketing, servicing and distributing the Product are properly trained. Certain portions of this Agreement have been omitted as a result of a request for confidentiality filed with the Entire Agreement 17.9. This Agreement, including all amendments and annexes, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings or representations, whether oral or written, between the parties with respect to this matter. CONSIDERING that Suzuken wishes to accept such an appointment and act as a distributor of Given Japan in the territory of the product in accordance with the terms of this Agreement; 1.3 Restrictions. Such appointment under section 1.1 is subject to the laws and regulations in force in the territory.

Suzuken may not use the Product for any purpose other than this Agreement, and Suzuken may not sell, market or distribute the Product or conduct marketing activities regarding the Product outside the Territory without the express prior written permission of Given Japan. Suzuken has no distribution rights under this Agreement for imaging products other than the Product. Suzuken will not distribute the Product as such in integration with other products or technologies or otherwise than as a stand-alone product and will not attempt to separate the components of the Product or use any component separately and not as part of the Product without the prior written consent of Given Japan. WHEREAS Suzuken markets, distributes and sells pharmaceuticals, medical devices and disposable products throughout the country; and 10. Regulatory inspections. Suzuken allows representatives of regulatory authorities or authorities responsible for the manufacture, marketing and distribution of the Product to inspect and inspect any facility used by Suzuken in the marketing, distribution or storage of Products sold under this Agreement, and will cooperate with such representatives in any reasonable manner. Suzuken will provide Given Japan with a copy of any adverse findings, regulatory letters or similar notices it receives from another government agency establishing adverse findings or non-compliance with applicable laws, regulations or standards with respect to items it has provided under this Agreement. Suzuken will also provide Given Japan with a copy of its proposed written response to this government agency prior to submission and will accept any changes requested by Given Japan. THEREFORE, taking into account the premises and mutual obligations and agreements contained herein, as well as for any other valid and valid consideration, the preservation and relevance of which are hereby recognized, the parties agree that: (b) each Party voluntarily files or has involuntarily filed a bankruptcy or liquidation application against it, which does not exonerate within 45 days of the filing or is placed in receivership or in the hands of a trustee for the benefit of creditors or is in a similar situation or situation under the law of a relevant jurisdiction or ceases to carry on business in the fields of marketing, distribution, the manufacture, sale or rental of products. (i) participate directly or indirectly, participate in or invest in any company whose principal activity is the restricted enterprise (defined below) in the territory, or support any business organization or person whose principal business operates, or otherwise support any department or entity of a business organization or person whose principal activity of that department or entity is in the restricted enterprise; Attention: Senior General Manager, Business Development Department, (b) provide Suzuken free of charge, (i) Japanese product manuals printed by Given Imaging and included in the product packaging, (ii) introductory Japanese product catalogs/brochures printed by Given Japan, and (iii) content and graphic design of promotional materials and literature to be printed by Suzuken; 13.2 Restrictions on Use; Feedback.

The confidential information of the other Party shall not be used by either Party for purposes other than those for which the information was disclosed or derived from the disclosing Party. All Confidential Information disclosed to any party under this Agreement is and will remain the exclusive property of the Disclosing Party. Upon termination or expiration of this Agreement, the receiving party will cease to use all Confidential Information and will promptly destroy or return all such Confidential Information to the disclosing party. . Learn more about FindLaw`s newsletters, including our Terms of Service and Privacy Policy. 11.5 Sale upon termination. If the term of this Agreement expires or this Agreement is terminated by Suzuken due to a breach by Given Japan, Suzuken has the right, in its sole discretion, (i) to sell the Products in its inventory or (ii) to induce Given Japan to purchase the Products in good condition and saleable in its inventory at the purchase price. Notwithstanding the foregoing, in the event that this Agreement expires due to a breach by Given Japan or is terminated by Suzuken, Suzuken may continue to sell the Products to its existing customers until Given Japan or its newly designated distributor is able to provide the Products to such Customers….

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