Nautilus 2009 Annual Report Download - page 200

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a Cardio Product. Any fitness product, other than accessories, that cannot clearly be categorized as a Strength Product shall be
deemed a Cardio Product.
Cardio Products shall not include TREADCLIMBER® Products.
1.6. “
Cardio Products Licenses
” shall mean the licenses listed in § 2 that license use of Nautilus Marks, Commercial Marks,
Nautilus Patents, Commercial Patents or Other Commercial IP on Cardio Products.
1.7.
“
Commercial Branded
”
shall mean goods bearing or displaying a Commercial Mark.
1.8.
“
Commercial Channel
”
shall mean bona fide sales of Fitness Products and Accessories to institutional, commercial, and
professional entities that are not Affiliates of Buyer and that provide access to the products to multiple users (i.e., the products
are available for use by club members, employees, contractors, etc.). Commercial Channel entities include fitness centers,
gyms, health clubs, studios, hotels, resorts, schools, military, commercial fitness, medical and senior/long term care dealers
and facilities, and corporate employee centers that provide the fitness equipment for use by numerous persons. The
Commercial Channel includes Specialty Fitness Retailers, as defined below. The Commercial Channel does not include and
explicitly excludes all other sales or distributions of Fitness Products, including but not limited to sales and other distributions
to: (a) end users (non-commercial users, typically home use) and resellers, such as retailers and online and direct resellers;
and/or (b) any entity where there is reason to know that such entity is selling or distributing to end users and/or resellers
(except as used equipment following normal use in the entity’s facility). The Commercial Channel is further defined as
Fitness Products sold at or above the applicable Minimum Invoice Price (for purposes of differentiating Commercial Fitness
Products from products sold in the Retail Channel and the Direct Channel).
1.9.
“
Commercial Marks
”
shall mean the trademarks listed in Schedule B (comprising trademarks for Fitness Products and
Accessories sold in the Commercial Channel). The Commercial Marks and related goodwill will be assigned to Buyer at the
time specified in § 2.22 provided the conditions to assignment set out in said section are met.