EXHIBIT 10.36
INTERNATIONAL DISTRIBUTION AGREEMENT BETWEEN
CONOR MEDSYSTEMS IRELAND LTD.
AND
INTERVENTIONAL TECHNOLOGIES LIMITED
THIS INTERNATIONAL DISTRIBUTION AGREEMENT (the "Agreement") is made and entered
into as of April 1, 2006, by and between CONOR MEDSYSTEMS IRELAND LTD., an Irish
corporation having its offices at IDA Business and Technology Park, Garrycastle,
Athlone, County Westmeath, Ireland ("Conor"), and INTERVENTIONAL TECHNOLOGIES
LIMITED, an Indian corporation having its offices in Mumbai, India 201, Steel
House, 2nd Floor 24, Mahal Industrial Estate, Mahakali Caves Road, Andheri(E)
Mumbai-400 093 (the "Distributor").
WITNESSETH:
WHEREAS, Conor owns certain proprietary drug-eluting stent products and related
technology;
WHEREAS, Distributor desires an exclusive right to distribute a certain product
in India, Pakistan, Bangladesh, Sri Lanka, Kenya, and Tanzania;
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, and intending to be legally bound hereby, the parties mutually agree
as follows:
1. PRODUCT AND TERRITORY.
(a) Appointment. Subject to the terms and conditions of this Agreement, Conor
hereby appoints Distributor on an exclusive basis as its sole distributor in the
Territory (as defined below) for the sale of the product listed in Exhibit A
(the "Product") during the term of this Agreement.
(b) Territory. Conor is appointing Distributor hereunder with respect to the
resale of the Product to any purchasers whose principal place of business is
located in India, Pakistan, Bangladesh, Sri Lanka, Kenya, and Tanzania (the
"Territory").
(c) Activities outside the Territory. Distributor shall refrain from
establishing or maintaining any branch, warehouse or distribution facility for
the Product outside of the Territory. Distributor shall not engage in any
advertising or promotional activities relating to the Product directed primarily
to customers outside the Territory. Distributor shall not solicit orders from
any prospective purchaser with its principal place of business located outside
the Territory. Distributor shall not sell any Product to a purchaser if
Distributor knows or has reason to believe that such purchaser intends to remove
such Product from the Territory.
(d) Requests from outside the Territory. If Distributor receives any order from
a prospective purchaser whose principal place of business is located outside the
Territory, Distributor shall immediately refer that order to Conor. Distributor
shall not accept any such orders. Distributor may not deliver or tender (or
cause to be delivered or tendered) any Product outside of the Territory.
[ * ] = 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.
1.
(e) Expansion of Products and Territory. Conor reserves the right, in its sole
discretion, at any time upon thirty (30) days' prior written notice to
Distributor, to expand or reduce in any manner the Product which is covered by
this Agreement. Conor also reserves the right, in its sole discretion, at any
time upon thirty (30) days' prior written notice to Distributor, to expand or
reduce in any manner the Territory, as defined in this Agreement.
(f)