E.
(k) Resources. In order to fulfill Importer's obligations under this Agreement
Importer will, at its sole cost and expense, at all times during the Term:
(i) employ the necessary and qualified staff; (ii) maintain appropriate
facilities; and (iii) implement appropriate processes.
(l) Distribution of Products to Tier-One Distributors.
(i) The Importer may, with Re-Exporter's prior written consent, act as a
Tier-One Distributor solely in the Territory, including selling Products
directly to end users in the Territory.
(ii) The Importer will not appoint any Tier-One Distributor, nor transfer any
Products to any potential Tier-One Distributor, unless such Tier-One Distributor
is on the Approved Distributor List (as defined in Section 4.9). If Re-Exporter
proposes to Importer a potential Tier-One Distributor, Importer will within
[***] days after such proposal either (1) appoint such entity as a Tier-One
Distributor, or (2) if Importer has a reasonable basis for rejecting such
entity, including that such entity would [***], notify Re-Exporter of such
rejection and the reasons therefor.
(iii) Upon receipt of a request from a Tier-One Distributor, Importer will
deliver each Product solely to such Tier-One Distributor. Importer will conduct
such distribution activities in its own name and for its own account, and as a
separate trader independent of both SPIL and Re-Exporter.
(iv) Importer will not stop supplies to any Tier-One Distributor because
Importer considers such Tier-One Distributor a [***] unless: (i) Importer has
notified Re-Exporter in writing of such risk, together with relevant supporting
information, and requests Re-Exporter's consent to cease distribution of
Products to such Tier-One Distributor; and (ii) Re-Exporter, in its sole
discretion, has provided such written consent.
(m) Distribution from Tier-One Distributors to Tier-Two Distributors. The
Importer will prohibit each Tier-One Distributor from appointing, or
transferring any Product to,
11
CONFIDENTIAL TREATMENT REQUEST - EDITED COPY
*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
any Tier-Two Distributor unless such Tier-Two Distributor is on the Approved
Distributor List (as defined in Section 4.9). If Re-Exporter proposes a
potential Tier-Two Importer, Importer will require that a Tier-One Distributor,
within [***] days after such proposal, either (1) appoint such entity as a
Tier-Two Distributor, or (2) if such Tier-One Distributor has a reasonable basis
for rejecting such entity, including that such entity would [***], notify
Re-Exporter of such rejection and the reasons therefor.
(n) Importer's Relationship with Tier-One Distributors, Tier-Two Distributors,
and Retail Channels. Importer shall select and maintain a roster of Tier-One
Distributors, Tier-Two Distributors, and retail channels based on [***].
Re-Exporter (in consultation with SPIL) shall review with Importer, on a [***]
basis, and approve this roster of distributors/purchasers.
(o) Reports. For each month during which Importer possesses or controls
Products, Importer will provide Re-Exporter with detailed written monthly
reports [***] with respect to the prior month. Such reports will contain at
least the following information: [***].
(p) Price Approval.