not Distributor can
confirm that the event is actually associated with the Product, and whether or
not Distributor can confirm that the event was due to improper dosing or other
negligence on the part of the physician or patient. Distributor shall provide
Conor with information regarding the reporting requirements in the Territory.
(c) Alleged Defects. In the event of an actual or alleged malfunction or defect
of a Product, Distributor or its representatives or agents shall not make any
statement as to the cause, prior to receiving Conor's written analysis of such
malfunction or defect, and shall thereafter make no statements contrary to or
inconsistent with the results of such analysis.
(d) Product Recall. If either Party believes that a recall of any Product in the
Territory is desirable or required by law in the Territory or elsewhere, it
shall immediately notify the other Party. The Parties shall then discuss
reasonably and in good faith whether such recall is appropriate or required and
the manner in which such recall should be handled.
(e) Remedial Actions. It is Conor's exclusive right to issue recalls, safety
alerts, advisory notices or similar remedial actions with respect to the
Product. In the event of such remedial action, Distributor will support and
fully cooperate with Conor to comply with applicable laws and regulations, and
Distributor will notify its customers and, upon Conor's request, retrieve the
identified Product.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
7.
8. FIELD ASSISTANCE. Conor shall provide, in its discretion, appropriate field
technical assistance to Distributor and Distributor's customers.
9. TRADEMARKS, SERVICE MARKS AND OTHER INTELLECTUAL PROPERTY.
(a) Intellectual Property. Distributor may use Conor's trade names, trademarks
and service marks that are designated by Conor for each Product (the "Conor
Intellectual Property") on a non-exclusive basis in the Territory, only for the
duration of this Agreement and solely in connection with selling, marketing and
distributing the Product in accordance with this Agreement. Distributor shall,
upon Conor's request, cooperate with Conor in any action necessary or desirable
to register with the appropriate governmental agencies any Conor trademark used
or proposed to be used hereunder, and to protect any Conor trademark proposed to
be used. Distributor shall not at any time do or permit any act to be done which
may in any way impair the rights of Conor in the Conor Intellectual Property or
the value of the Conor Intellectual Property.
(b) Quality Control. In order to comply with Conor's quality control standards,
Distributor shall: (i) use the Conor Intellectual Property in compliance with
all relevant laws and regulations; (ii) accord Conor the right to inspect during
normal business hours, without prior advance notice, Distributor's facilities
used in connection with efforts to store or sell the Product in order to confirm
that Distributor's use of such Conor Intellectual