ALL
NECESSARY PRE- AND POST-SALES SUPPORT FOR THE IDI MANUFACTURED PRODUCTS,
INCLUDING SALES, PROFESSIONAL, TECHNICAL, AND CUSTOMER SERVICE SUPPORT, TO END
USERS OF THE IDI MANUFACTURED PRODUCTS.
UPON CEPHEID'S REQUEST, IDI WILL USE
REASONABLE EFFORTS TO PROVIDE CEPHEID WITH ALL REASONABLE NECESSARY SECOND LEVEL
ASSISTANCE IN PROVIDING SUCH SUPPORT TO END USERS.
IF THE ASSISTANCE IS NEEDED
IN THE TERRITORY OF NORTH AMERICA OR ASIA, THE REQUEST TO IDI SHALL COME FROM
CEPHEID USA AND IF THE ASSISTANCE IS NEEDED IN THE TERRITORY OF EUROPE, THE
REQUEST TO IDI SHALL COME FROM CEPHEID EUROPE.
3.4.
DELIVERY TERMS.
ALL ORDERS PLACED BY CEPHEID SHALL BE SHIPPED
EXWORKS (INCOTERMS 2000) WHICH MEANS THAT CEPHEID SHALL BE RESPONSIBLE FOR ALL
TRANSPORTATION AND INSURANCE EXPENSES FROM IDI'S WAREHOUSE TO CEPHEID'S
DESIGNATED LOCATION.
4.
PAYMENTS; RECORDS.
4.1.
INVOICING & PAYMENT TERMS.
IDI SHALL ISSUE INVOICES TO CEPHEID,
CONSISTENT WITH THE THEN-CURRENT PRICES SET FORTH ABOVE IN SECTION 3.2 FOR IDI
MANUFACTURED PRODUCTS, AND CEPHEID SHALL PAY IDI WITHIN FORTY-FIVE (45) DAYS OF
THE DATE OF RECEIPT OF SUCH INVOICE.
CEPHEID WILL PAY ALL AMOUNTS DUE UNDER
THIS AGREEMENT IN IMMEDIATELY AVAILABLE FUNDS AND U.S. CURRENCY, FREE OF ANY
CURRENCY CONTROLS OR OTHER RESTRICTIONS.
4.2.
TAXES.
ALL AMOUNTS PAYABLE BY A PARTY UNDER THIS AGREEMENT TO THE
OTHER PARTY ARE NET AMOUNTS AND ARE PAYABLE IN FULL, WITHOUT DEDUCTION FOR TAXES
OR DUTIES OF ANY KIND.
THE PARTIES WILL BE RESPONSIBLE FOR, AND WILL PROMPTLY
PAY, ALL TAXES AND DUTIES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SALES, USE
AND WITHHOLDING TAXES) ASSOCIATED WITH THEIR RECEIPT OF LICENSE RIGHTS,
PRODUCTS, OR SERVICES UNDER THIS AGREEMENT, EXCEPT FOR TAXES BASED ON THE OTHER
PARTY'S NET INCOME.
4.3.
RECORDS, REPORTS; AUDIT.
USING CEPHEID'S CUSTOMARY PRACTICES AND
PROCEDURES, CEPHEID WILL KEEP AND MAINTAIN PROPER AND COMPLETE RECORDS AND BOOKS
OF ACCOUNTS RELATED TO CEPHEID'S DISTRIBUTION OF THE IDI MANUFACTURED PRODUCTS.
WITHIN 30 DAYS OF THE CLOSE OF EACH CALENDAR QUARTER, CEPHEID SHALL PROVIDE TO
IDI AN ACCOUNTING OF TOTAL SALES, AS WELL AS THE AVERAGE END-USER SALES PRICE,
OF EACH IDI MANUFACTURED PRODUCT. THE BOOKS AND RECORDS WILL BE RETAINED FOR A
PERIOD OF AT LEAST 6 YEARS AFTER THE END OF THE PERIOD FOR WHICH SUCH BOOKS AND
RECORDS PERTAIN. IDI WILL HAVE THE RIGHT FROM TIME TO TIME (NOT TO EXCEED ONCE
PER CALENDAR YEAR) DURING NORMAL BUSINESS HOURS AND UPON FIVE (5) BUSINESS DAYS
PRIOR WRITTEN NOTICE, TO INSPECT IN CONFIDENCE, THROUGH AN AGENT, ACCOUNTANT OR
OTHER REPRESENTATIVE ACCEPTABLE TO CEPHEID, SUCH BOOKS AND RECORDS OF CEPHEID.
IDI WILL BEAR THE COSTS THEREOF UNLESS THE INSPECTION REVEALS A DISCREPANCY
UNFAVORABLE TO IDI OF AT LEAST FIVE PERCENT (5%), IN WHICH CASE CEPHEID WILL PAY
THE COSTS OF THE INSPECTION.
IF THE INSPECTION RESULTS IN A FINAL DETERMINATION
THAT AMOUNTS HAVE BEEN OVERSTATED OR UNDERSTATED, THE APPLICABLE AMOUNT WILL BE
REFUNDED OR PAID PROMPTLY BY CEPHEID.
IDI WILL TREAT ALL INFORMATION LEARNED IN
THE COURSE OF ANY AUDIT OR INSPECTION AS CONFIDENTIAL INFORMATION, AND WILL
MAINTAIN