Development and Royalty Agreement
Category: Development, Royalty
3. PURCHASE RIGHTS
3.1 Purchase Rights. In partial consideration for payment of the Development Payment set forth in Article 2, so long as Customer is not in material breach of this Agreement, during the Royalty Term, QPC hereby agrees to grant Customer the right to purchase units of Products directly from QPC at a price that is no less favorable to Customer than the price offered by QPC to any Third Party for similar quantities
3.2 Purchase Terms and License. QPC hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to incorporate Products purchased from QPC as provided hereunder into Customer’s own products (the resulting product a “Customer Product”) and to sell, have sold, distribute, have distributed, market and export such Customer Products in the Territory (subject to the restrictions in Section 10.1). The license granted in this Section 3.2: (a) is not sublicensable, but includes the right of Customer to have Third Parties carry out the express rights granted herein on Customer’s behalf; (b) does not include the right make, sell, distribute, market or export Products on a stand-alone basis, or otherwise exploit Products except as expressly authorized herein. Customer agrees that it will not use or otherwise exploit the Products in any manner except as expressly permitted in this Agreement and shall not manufacture, market, sell or otherwise distribute Customer Products in violation of any applicable laws, regulations or ordinances. Customer shall not alter or destroy any intellectual property markings (including without limitation trademarks) on Products or their packaging. Customer will indemnify, defend and hold harmless QPC, its Affiliates, and its and their officers, directors, agents, employees, against any claims, suits, losses, or damages (including reasonable attorneys’ fees) arising out of the incorporation of Products into Customer Products, and the manufacture, sale, offering for sale, distribution or marketing of Customer Products (including, without limitation, product liability claims).
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See the complete Development and Royalty Agreement