OF A CALENDAR
MONTH.
DISTRIBUTOR SHALL USE ITS BEST EFFORTS TO ENSURE THAT THE CALLS DROPPED
DOES NOT EXCEED 2%; AND
(III.)
AHT: MEANING THE AVERAGE HOLD TIME EXPERIENCED
BY A CALLER AS MEASURED OVER THE COURSE OF A CALENDAR MONTH.
DISTRIBUTOR SHALL
USE ITS BEST EFFORTS TO ENSURE THAT THE AHT DOES NOT EXCEED 45 SECONDS,
AND IN ANY EVENT, AT LEAST 95%
OF CALLS PLACED ON HOLD WILL BE ON HOLD FOR LESS THAN FORTY-FIVE (45) SECONDS.
4.13
TYVASO CONTINUING PATIENT COMPLIANCE, SUPPORT AND
EDUCATION PROGRAM. AS SET FORTH IN ATTACHMENT G HERETO AND IN ACCORDANCE WITH
THIS SECTION 4.13, DISTRIBUTOR AGREES TO PERFORM ALL REQUIRED SERVICES UNDER THE
CONTINUING PATIENT COMPLIANCE, SUPPORT AND EDUCATION PROGRAM FOR TYVASO ("CPCSEP
SERVICES") AND UT AGREES TO PAY DISTRIBUTOR A FEE FOR SUCH CPCSEP SERVICES
("SERVICE FEE").
(A)
DISTRIBUTOR WARRANTS THAT IT WILL PERFORM
THE CPCSEP SERVICES IN A PROFESSIONAL MANNER, IN COMPLIANCE WITH INDUSTRY
STANDARDS, AND IN ACCORDANCE WITH THE DESCRIPTIONS AND REPRESENTATIONS SET FORTH
ON ATTACHMENT G HERETO OR AS OTHERWISE MUTUALLY AGREED BY THE PARTIES FROM TIME
TO TIME.
(B)
DISTRIBUTOR SHALL SUBMIT DETAILED MONTHLY
INVOICES TO UT SETTING FORTH A DESCRIPTION OF THE CPCSEP SERVICES ACTUALLY
PERFORMED AND THE CORRESPONDING SERVICE FEE DUE.
THE FOREGOING INVOICES ARE DUE
TO UT WITHIN TEN (10) DAYS OF THE END OF EACH CALENDAR MONTH.
UT'S SHALL PAY
DISTRIBUTOR WITHIN SIXTY (60) DAYS FROM RECEIPT OF EACH INVOICE.
(C)
THE PARTIES AGREE AND ACKNOWLEDGE THAT THE
SERVICE FEE PAID HEREUNDER HAS BEEN DETERMINED THROUGH GOOD FAITH AND
ARMS-LENGTH NEGOTIATION TO BE THE FAIR MARKET VALUE OF THE CPCSEP SERVICES TO BE
RENDERED.
NO AMOUNT PAID OR REIMBURSED HEREUNDER IS INTENDED TO BE, NOR SHALL
IT BE CONSTRUED AS, AN OFFER OR PAYMENT MADE, WHETHER DIRECTLY OR INDIRECTLY, TO
INDUCE THE REFERRAL OF PATIENTS, THE PURCHASE, LEASE OR ORDER OF ANY ITEM OR
SERVICE, OR THE RECOMMENDING OF THE PURCHASE, LEASE OR ORDER OF ANY ITEM OR
SERVICE.
(D)
BY ACCEPTING PAYMENT OF THE SERVICE FEE FROM
UT, DISTRIBUTOR REPRESENTS AND WARRANTS TO UT THAT DISTRIBUTOR HAS ACTUALLY
PERFORMED THE CPCSEP SERVICES AS INVOICED AND WAS OBLIGATED TO PERFORM THE
CPCSEP SERVICES (OR ANY SUBSTANTIALLY SIMILAR ACTIVITY) SOLELY PURSUANT TO THE
OBLIGATIONS IN THIS SECTION 4.13 AND ATTACHMENT G HERETO.
THE PARTIES EACH
AGREE THAT THE SERVICE FEE IS NOT A DISCOUNT BUT INSTEAD REPRESENTS A FAIR
AMOUNT IN CONSIDERATION FOR THE CPCSEP SERVICES DESCRIBED IN THIS SECTION 4.13
AND ATTACHMENT G HERETO.
FURTHER, IN RECOGNITION OF THE FOREGOING, DISTRIBUTOR
WARRANTS THAT IT WILL RETAIN THE SERVICE FEE FOR ITS OWN ACCOUNT.
(E)
THE CPCSEP SERVICES AND CORRESPONDING
SERVICE FEES WILL BE EVALUATED BY UT ON AN ANNUAL BASIS AND UT MAY TERMINATE ALL
OR A PORTION OF THE CPCSEP SERVICES AT ANY TIME UPON THIRTY (30) DAYS PRIOR
WRITTEN NOTICE TO DISTRIBUTOR WITHOUT ANY ADDITIONAL FEE OR EXPENSE.
4.14
DISTRIBUTOR AGREES TO MAKE AVAILABLE ALL
PERSONNEL RESPONSIBLE FOR OVERSEEING/MANAGING THE ACTIVITIES RELATED TO THE
DISTRIBUTION OF UT PRODUCT FOR QUARTERLY