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Title: |
Distribution Agreement |
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Date: |
2001 |
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Preview shows 5KB of 38KB total |
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$42 |
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ID: |
#481751 |
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MEDIMMUNE, INC.
DISTRIBUTION AGREEMENT
This Agreement made as of October 3, 2000 (hereinafter "EFFECTIVE
DATE") between MedImmune, Incorporated (MEDIMMUNE), Gaithersburg, Maryland,
20878, and Nova Factor, Inc. including its affiliates referred to on the
attached Exhibit A, with main offices located at 1620 Century Center Parkway
Suite 109, Memphis, TN 38134 (DISTRIBUTOR).
Pursuant to this Agreement, MEDIMMUNE appoints DISTRIBUTOR as a [***]
distributor [***] (TERRITORY) for its humanized monoclonal antibody product sold
under the trademark Synagis(R) (hereafter "PRODUCT(S)"). The parties hereto,
intending to be legally bound, hereby agree as follows:
I. OBLIGATIONS OF MEDIMMUNE:
A. Shipment and Pricing to DISTRIBUTOR
1. MEDIMMUNE shall sell to DISTRIBUTOR and ship the
PRODUCT to the above address and to addresses
specified in Exhibit A. MEDIMMUNE shall charge
DISTRIBUTOR for PRODUCTS to be sold to the [***]
market segment and/or through [***] (as defined in
Section II. F. 4) in accordance with the prices and
policies shown in Addendum II plus all applicable
Federal and State Taxes in effect on the date of each
shipment of the PRODUCT. Addendum II, which may be
modified from time to time by MEDIMMUNE, is attached
to this Agreement and incorporated by reference.
2. [***]
In the event that the sale of a PRODUCT by
DISTRIBUTOR [***]. The [***] terms, as defined in
Addendum VI Paragraph two of the obligations of
DISTRIBUTOR attached to this Agreement and
incorporated by reference, for [***] shall not extend
to any [***].
3. Discount Programs
In the event the goals, terms and conditions of the
[***]detailed in Exhibit C are met, DISTRIBUTOR shall
be entitled to receive [***] in Exhibit C as
applicable. MEDIMMUNE shall have the sole discretion
whether to continue the [***] or modify its terms and
conditions after [***].
B. [***] Pricing
For MEDIMMUNE PRODUCTS sold and shipped from DISTRIBUTOR's
inventory [***] and has provided [***] which requires
DISTRIBUTOR to accept [***], DISTRIBUTOR shall be [***].
{PAGE} 2
C. PRODUCT Recalls
MEDIMMUNE shall compensate DISTRIBUTOR for the expense
incurred in performing all requested recall services not due
to DISTRIBUTOR's negligence, willful misconduct or illegal
misconduct. Such compensation shall be limited to expenses
incurred for recall services directly related to DISTRIBUTOR'S
inventory in DISTRIBUTOR'S possession, unless MEDIMMUNE
requests additional recall services in writing from
DISTRIBUTOR.
D. [***]
E. Title, Insurance, and Delivery
Title. [***]
II. OBLIGATIONS OF DISTRIBUTOR:
A. Payment for the PRODUCT
DISTRIBUTOR shall pay for all orders purchased by DISTRIBUTOR,
with payment to be rendered according to the conditions stated
in Addendum II. Orders shipped directly to DISTRIBUTOR's
customers at DISTRIBUTOR's request shall be considered as
those of DISTRIBUTOR and DISTRIBUTOR shall be responsible for
the payment of such orders. All invoices must be paid in full
under the terms specified in Addendum II [***]. In the event
DISTRIBUTOR fails to render payment for an order of the
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