Distribution And License Agreement Distribution Agreement. Exhibit. 1. 0. 5. THE SYMBOL IS USED. THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION OF THE EXHIBIT. HAS BEEN OMITTED AS CONFIDENTIAL. Confidential. Distribution and License. License Agreement Vs. Distributor Agreement' title='License Agreement Vs. Distributor Agreement' />Software Distributor AgreementAgreementby and among. Angiotech Pharmaceuticals. Inc. Angiotech International. Gmb. HCohesion Technologies. Inc. and. Baxter Healthcare. Corporation. Baxter Healthcare, S. A. Distribution and. License Agreement. What Is A Licensing DealThis Distribution and License Agreement. Distribution and License Agreement, dated as of. April 1, 2. 00. 3 Effective Date, is entered into by. Angiotech Pharmaceuticals. Inc. Angiotech, a British Columbia. Station Street. Vancouver, British Columbia, Canada V6. A 1. B6 Angiotech International. Gmb. HAngiotech. International, which is organized and existing under the laws of. Switzerland, and is a wholly owned subsidiary and an Affiliate. Angiotech Cohesion Technologies, Inc. Cohesion, a Delaware. Faber Place, Palo Alto. California 9. 43. Affiliate. as defined herein of Angiotech Angiotech, Angiotech International. Cohesion shall be collectively referred to herein as. AAC Baxter Healthcare. CorporationBaxter. Healthcare, a Delaware corporation with principal offices. One Baxter Parkway, Deerfield, Illinois 6. Baxter Healthcare, S. A. BHSA, which is organized. DISTRIBUTOR AGREEMENT. Software only through the sale of Packages pursuant to the end user license agreement contained in the Packages. A facility use agreement FUA is a short form license for very limited use of a facility. Licenses are sometimes buried in other agreements, e. For other business owners, a franchise agreement or a distribution agreement works best. How to Become an Authorized Distributor Distributor Agreement Vs. Distribution License' title='Distribution License' />License vs Lease The concept of a lease and a license. Transfer of interest is absent in a pure license agreement unlike in. Difference Between License and. Recognizing the Difference between a Lease and a License in Connecticut Hinckley Allen Retail Newsletter. A license agreement that smells, feels. In proprietary software, an enduser license agreement EULA. Reverse engineering. Switzerland Baxter Healthcare and. BHSA shall be collectively referred to herein as. Baxter. RECITALSWHEREAS, Angiotech has acquired Cohesion. Controls defined below certain biosurgical products, and. Co. Seal Sealant Unit, Co. Seal Adhesion Prevention. Unit each as defined below and their components, as well as. Co. Seal Accessoryies WHEREAS, Angiotech andor its. Cohesion and Angiotech International, have the right. Co. Seal. Sealant Unit and the Co. Seal Adhesion Prevention Unit, components. Co. Seal Accessoryies and related information in. Territory, as set forth herein WHEREAS, Baxter has substantial expertise. Co. Seal Sealant Unit in the Sealant Territory exclusive rights to. Co. Seal Adhesion Prevention Unit in the Adhesion. Prevention Territory exclusive rights to exploit certain Co. Seal. Accessoryies in the Territory for use with Co. Seal Units and an. Co. Seal Sealant. Unit in Japan, and b exclusive rights to exploit the Co. Seal. Adhesion Prevention Unit in the United States and. WHEREAS, AAC wishes to convey such. Baxter 1. Confidential. NOW, THEREFORE, in consideration of the. AAC and Baxter. individually referred to as Party and collectively. Parties hereby agree as follows Article. Definitions. Any capitalized terms not defined in this. Distribution and License Agreement shall have the meaning given. Manufacturing Agreement. Any references. in this Distribution and License Agreement to. Sections shall refer to Sections of this Distribution. License Agreement, unless specified to be referring to Sections. Manufacturing Agreement. For purposes of this. Distribution and License Agreement, the following capitalized terms. Distribution and License Agreement, whether used in the. AACshall mean, collectively, Angiotech. Angiotech International and Cohesion. AAC Know Howshall mean information, materials. Controlled by. AAC or its Affiliates during the term of this Distribution and. License Agreement, and b that are transferred to Baxter and are. Co. Seal. Ingredients, Products, Co. Seal Devices, Co. Seal Accessories or. Co. Seal Units, and shall expressly include AACs or its. Affiliates communications with any Regulatory Authority. Co. Seal Units or components thereof provided, however. Confidential Information of AAC during the term of this. Distribution and License Agreement. AAC Patentsshall mean a the Patents Controlled by. AAC or its Affiliates as of the Effective Date and during the term. Distribution and License Agreement having one or more valid. Co. Seal Units or. Co. Seal Accessories, or ii that. Co. Seal Units or. Co. Seal Accessories, and b all. Patent applications filed and Patents obtained for Improvements. Controlled by AAC or its Affiliates directly relating to the Co. Seal. Sealant Unit, the Co. Seal Adhesion Prevention Unit, any component of. Co. Seal Unit, or any Co. Seal Accessory that are discovered. AAC andor its Affiliates or. Distribution and License. Agreement, but excluding Joint Patents. For purposes of this. Distribution and License Agreement, the phrase valid and. AAC Patent, or a composition of matter, method or device claim or. AAC Patents. in the Territory covering one or more Co. Seal Units or components. Co. Seal Accessories, which y has not been. Confidentialinvalid or unenforceable through reissue. AAC Patents shall expressly. Patents Controlled by AAC that are set forth in. Schedule 1. 3, as it may be amended by the Parties from time to. Trademarksshall mean. Controlled by AAC or its Affiliates as of the. Effective Date and during the term of this Distribution and License. Agreement that are used, or are intended to be used, in conjunction. Co. Seal Units or Co. Seal. Accessoryies. The AAC Trademarks are identified in Schedule. Parties from time to. Actshall mean the Federal Food, Drug and. Cosmetic Act, as it may be amended from time to time. Adhesion Prevention. Territoryshall mean. United States, prior to. Baxters exercise of the Co. Seal Adhesion Prevention Option. Upon Baxters exercise of the Co. Seal Adhesion Prevention. Option, this term shall mean the world. Adverse Eventshall mean an event about which either. Party receives or becomes aware of information from any source that. Co. Seal Units andor. Co. Seal Accessories a may have caused or contributed to a death or. Co. Seal Unit, such Co. Seal Accessory. or a similar Co. Seal Unit or Co. Seal Accessory would be likely to. For. purposes of this Section 1. Co. Seal Unit shall be incorporated into a report on the. Co. Seal Units. Affiliateof a Party shall mean any entity a. Party, but only for so long as the relationship exists or b. Party or any of such Partys subsidiaries or parents. As used in this Section 1. Baxter. Know Howshall mean any. Controlled by Baxter or its Affiliates during the term of. Distribution and License Agreement, and b that are. AAC and are necessary or used for the use, sale or. Co. Seal Ingredients, Products, Co. Seal. Devices, Co. Seal Accessories or Co. Seal Units or components thereof. Baxters or its Affiliates. Regulatory Authority regarding Co. Seal. Accessories or Co. Seal Units provided, however, that such. Confidentialstatus of Confidential Information of. Baxter during the term of this Distribution and License. Agreement. 1. 1. 0Baxter. Patentsshall mean. Patent applications filed and Patents obtained for Improvements. Baxter. andor its Affiliates or on their behalf during the term of this. Distribution and License Agreement, but excluding Joint. Patents. 1. 1. 1Baxter. Trademarksshall mean. Controlled by Baxter or its Affiliates as of the. Effective Date and during the term of this Distribution and License. Agreement that are used, or are intended to be used, in conjunction. Co. Seal Units or Co. Seal. Accessoryies, excluding any trademarks or service marks a. Baxter or b which are not used. Co. Seal Units or Co. Seal Accessories. Business Dayshall mean any day on which banking. Palo Alto, California, and Chicago, Illinois. Commercially Reasonable. Effortsshall mean. Party applies with respect. A Beginner Guide To Gambas Pdf File. Parties.  Notwithstanding the. Party shall be required to institute litigation. Commercially Reasonable Efforts nor.