such longer period of time required by law.
Distributor must maintain, and upon Licensor's request furnish to Licensor by
email, mail or facsimile, a written list of all of Distributor's Customers who
purchased Products from Distributor.
15.3 Reports. No later than the 15th day of each month, Distributor must prepare
and provide to Licensor a monthly statement of: (i) Distributor's Gross Sales
for the prior month (calculated in conformity with Section 12.2(c), including
reasonable detail regarding the method and manner by which Gross Sales were
calculated); (ii) the number of Products sold and the prices charged for such
Products; and (iii) Distributor's expenditures on advertising required by
Section 9.4 that were incurred during the prior month (which shall be
accompanied by copies of receipts and/or internal reporting for such
expenditures). Within 30 days after each anniversary of the Effective Date,
Distributor must prepare and provide to Licensor an annual report that includes
the following: (i) Distributor's Gross Sales for the preceding 12 month
reporting period (calculated in conformity with Section 12.2(c), including
reasonable detail regarding the method and manner by which Gross Sales were
calculated); (ii) any corrections to Gross Sales previously reported in any
monthly report submitted during the preceding 12 month reporting period, whether
due to Customer refunds or for any other reason; (iii) the number of Products
sold during the preceding 12 month reporting period and the prices charged for
such Products; (iv) a list of all countries into which Products were sold during
the preceding 12 month reporting period; and (v) Distributor's expenditures on
advertising, marketing and promotion as required by Section 9.4 that were
incurred during the preceding 12 month reporting period. The annual report shall
be certified to be true and correct by Distributor's Chief Financial Officer.
Distributor also agrees to prepare and provide to Licensor all other reports
that Licensor reasonably requires in the form and manner that Licensor requires.
16
[*] = 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.
15.4 Referral Fees. If Distributor solicits a prospective customer but is unable
to service the customer, Distributor may refer the prospective customer to
Licensor or another Authorized Distributor to service the customer. Licensor
agrees that Distributor shall have a first right of refusal for all referrals
from Licensor; provided, however, that Distributor must notify Licensor whether
it has elected to exercise its right of first refusal with respect to each
referral within 14 days after Licensor notifies Distributor in writing of the
referral. Likewise, Licensor and other Authorized Distributors may refer
prospective customers to Distributor. Distributor agrees to use good faith
efforts to attempt to establish mutually agreeable referral arrangements with
Licensor and/or other Authorized Distributors for these purposes, including the
payment of referral fees to be determined on a case-by-case basis. If Licensor
refers a customer to Distributor, Distributor agrees to pay a