ALL
APPLICABLE LAWS, REGULATIONS, AND REGISTRATION REQUIREMENTS FOR THE IMPORTATION
AND SALE OF THE PRODUCTS IN ALL MATERIAL RESPECTS; (III) PROMPTLY REPORT TO
SELLER ANY MAJOR CHANGES IN THE OWNERSHIP OF BUYER; AND (IV) NOT ALTER OR IN ANY
WAY CHANGE THE COMPOSITION OR
2
CONFIGURATION OF THE PRODUCTS.
4.
DUTIES OF BUYER AND SELLER.
THE BUSINESS DESIGNEES OF SELLER AND BUYER
SHALL COLLABORATE WITH EACH OTHER AS MAY BE NECESSARY OR APPROPRIATE TO
IMPLEMENT THE MECHANICS AND CARRY OUT THE PURPOSE AND INTENT OF THIS AGREEMENT.
THE INITIAL BUSINESS DESIGNEE OF SELLER SHALL BE ANDREW ZASKE AND THE INITIAL
BUSINESS DESIGNEE OF BUYER SHALL BE CURT WEITNAUER.
THE BUSINESS DESIGNEES OF
EITHER PARTY MAY BE CHANGED BY WRITTEN NOTICE TO THE OTHER PARTY.
5.
TERM AND TERMINATION.
A.
TERM.
THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE AND
SHALL EXPIRE ON DECEMBER 31, 2010, SUBJECT TO EARLIER TERMINATION UNDER SECTION
5(B) OF THIS AGREEMENT.
B.
TERMINATION. IN ADDITION TO THE TERMINATION AND CANCELLATION PROVISIONS
CONTAINED IN THE TERMS AND CONDITIONS, THE PARTIES MAY TERMINATE THIS AGREEMENT
BY WRITTEN NOTICE PRIOR TO ITS EXPIRATION AS FOLLOWS:
(I)
BY SELLER UPON NOT LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE TO BUYER IN THE
EVENT OF BUYER'S BREACH OF ANY OF THE COVENANTS CONTAINED IN SECTIONS 3(II)
(PROVIDED SUCH BREACH HAS A MATERIAL ADVERSE IMPACT ON SELLER) OR (IV) OF THIS
AGREEMENT, UNLESS BUYER CURES SUCH BREACH DURING THE 30 DAY PERIOD OR, WHERE
APPLICABLE, UNDERTAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT SUCH
BREACH WILL NOT RECUR;
(II)
BY SELLER UPON WRITTEN NOTICE TO BUYER IN THE EVENT OF AN ASSIGNMENT OF
THIS AGREEMENT IN WHOLE OR IN PART BY BUYER WITHOUT THE PRIOR WRITTEN CONSENT OF
SELLER, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED
;
(III)
BY SELLER UPON WRITTEN NOTICE TO BUYER IN THE EVENT THAT THERE IS A
CHANGE OF CONTROL OF BUYER EITHER BY MERGER OR A SALE OF STOCK TO OTHER PERSONS
WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED; OR
(IV)
BY EITHER PARTY, BUT ONLY WITH RESPECT TO CURRENT MAR COR/BIOLAB PRODUCTS
ONLY, AT WILL, WITH OR WITHOUT CAUSE, UPON NOT LESS THAN 60 DAYS' WRITTEN NOTICE
TO THE OTHER PARTY.
6.
AMENDMENT.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED, AMENDED, OR
ALTERED UNLESS THE PARTIES AGREE IN WRITING.
7.
NOTICES.
WHENEVER THIS AGREEMENT REQUIRES OR PERMITS ANY NOTICE, REQUEST,
OR DEMAND FROM ONE PARTY TO ANOTHER, THE NOTICE, REQUEST, OR DEMAND MUST BE IN
WRITING TO BE EFFECTIVE AND SHALL BE DEEMED TO BE DELIVERED AND RECEIVED (I) IF
PERSONALLY DELIVERED OR IF DELIVERED BY TELEX, TELEGRAM, FACSIMILE, E-MAIL OR
COURIER SERVICE, WHEN ACTUALLY RECEIVED BY THE PARTY TO WHOM NOTICE IS SENT OR
(II) IF DELIVERED BY MAIL (WHETHER ACTUALLY RECEIVED OR NOT), AT THE CLOSE OF
BUSINESS ON THE THIRD BUSINESS DAY NEXT FOLLOWING THE DAY WHEN PLACED IN THE
MAIL, POSTAGE PREPAID, CERTIFIED OR REGISTERED,