![]() ![]() ![]() Subject to the other provisions of this Section 3 and Sections 8 and 9 below, InControl shall sell, and Viveve shall purchase, Products directly from InControl at the purchase prices set forth on the Product Pricing List on Exhibit A, unless otherwise mutually agreed by the parties in writing. Any inquires or orders received by InControl with respect to the sale of any of the Products within the Market will be promptly referred by InControl to Viveve.ĭ. Subject to the other provisions of this Section 3 and Sections 8 and 9 below, InControl will not (i) directly or indirectly (either itself or through any affiliates), and will not appoint or authorize any other third party person or organization to, market, promote, distribute or sell the Products or (ii) license or grant any of its regulatory approvals or patent, trade secret or other intellectual rights in or embodied by the Products to any third party, in each case within the Market during the term of this Agreement. Viveve shall also be solely responsible for all of its own expenses incurred in connection with the performance of its responsibilities under this Agreement.Ĭ. Additionally, Viveve shall be solely responsible for all compensation to its sales force and other employees, as well as for the acts, omissions, misrepresentations and errors of its sales force and other employees, agents, dealers and representatives. Viveve may appoint agents, dealers, and/or sales representatives to act on its behalf hereunder provided that any compensation to such agents, dealers, or representatives shall be the sole responsibility of Viveve, and not InControl’s responsibility. ![]() ![]() Certain Rights and Responsibilities of Viveve. Each party acknowledges and agrees that the other party may perform some or all of its obligations under this Agreement through one or more of its parents, subsidiaries or affiliates provided, however, that such performance shall not relieve such other party of any of its obligations hereunder.ī. Subject to the terms and conditions of this Agreement, Viveve hereby accepts such appointment on the terms and conditions set forth herein, and agrees to use its commercially reasonable efforts to maximize sales of the Products within the Market during the term of this Agreement.Ī. Subject to the terms and conditions of this Agreement, InControl hereby appoints Viveve as its exclusive distributor to directly market, promote, distribute and sell the Products within the Market through Viveve’s internal sales force or as otherwise set for in Section 3. “Trademarks” means the marks InTone™, InToneMV™, ApexM™ and Intensity TM as well as related logos, stylization or trade dress.Ģ. “Products” means InControl ’s InTone™, InToneMV™, ApexM™ and Intensity TM devices and related Accessories, including all of InControl’s improvements, enhancements, modifications, updates, new versions and future iterations of the foregoing.Ĭ. “Accessories” means peripherals, gels, lotions, cleaners, stimulants, accoutrements, boxes, containers and other accessories.ī. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties agree as follows:Ī. WHEREAS, InControl and Viveve have also agreed that Viveve will simultaneously herewith invest $2,500,000 in InControl on the terms and conditions set forth herein. WHEREAS, InControl and Viveve have agreed to enter into this exclusive distribution arrangement to allow Viveve to directly market, promote, distribute and sell the Products (as defined below) to licensed medical professional offices and hospitals (other than the and ) in the United States of America (“Market”) through its internal sales force (or as otherwise set forth in Section 3), and to specify the terms and conditions of Viveve’s marketing, promotion, distribution and sale of the Products within the Market on behalf of InControl. WHEREAS, Viveve is in the business of designing, manufacturing, marketing, promoting, distributing and selling the Geneveve™ device for the treatment of female health conditions and has a substantial internal sales force dedicated to directly selling medical devices to treat female health conditions to licensed medical professional offices and hospitals. WHEREAS, InControl designs, manufactures and sells the InTone™, InToneMV™, ApexM™ and Intensity TM devices for the treatment of female and male urinary and fecal incontinence and sexual dysfunction. THIS EXCLUSIVE DISTRIBUTORSHIP AGREEMENT (this “Agreement”) is made and effective as of this 8 th day of August, 2017 (“Effective Date”) by and between InControl Medical, LLC, a Wisconsin limited liability company (“InControl”), and VIVEVE MEDICAL, INC., a Delaware corporation (“Viveve”). ![]()
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