distribute or
otherwise make available (nor contract [C.I.] to do any of the foregoing), any
[C.I.] to any Person in the Territory.
2.4 Milestone Payments.
(a) Milestone Payments on Signing and Approval. The milestone payments
to be paid herein, are being paid [C.I.] and DUSA hereby does grant to D&D the
[C.I.] with DUSA [C.I.] in any, [C.I.]. Within [C.I.] of this Agreement by the
Parties, D&D shall make a [C.I.] payment of [C.I.] to DUSA; provided however,
(i) if [C.I.] for the Product to the [C.I.] of the [C.I.] and if the [C.I.] the
Product [C.I.] and [C.I.] of the [C.I.] or (ii) if the [C.I.] or (iii) if [C.I.]
the Product [C.I.], then [C.I.] [C.I.]. In the event that the circumstance under
Section 2.4(a)(ii) occurs, D&D may, [C.I.] and DUSA shall [C.I.] if (x) D&D
[C.I.] (y) [C.I.] and (z) [C.I.] of written notification from [C.I.] that
[C.I.]. In such case, if [C.I.] D&D shall [C.I.] to DUSA. In addition, [C.I.] of
receipt by D&D, on behalf of DUSA, or DUSA, as the case may be, of [C.I.]
Product for sale by the Korean Regulatory Authority, D&D shall pay a second
[C.I.] milestone payment to DUSA in the amount of [C.I.].
(b) First Units Shipped Milestone Payment. Within [C.I.] following the
total cumulative number of units of Product ordered hereunder by D&D and shipped
by DUSA to D&D [C.I.] units, D&D shall make [C.I.] payment of [C.I.] to DUSA.
(c) Second Units Shipped Milestone Payment. Within [C.I.] following
the total cumulative number of units of Product ordered hereunder by D&D and
shipped by DUSA to D&D [C.I.] units, D&D shall make a [C.I.] payment of [C.I.]
to DUSA.
2.5 Sub-Distributors.
(a) D&D shall have the right to appoint [C.I.] sub-distributor to
distribute, market, promote and/or sell the Product within the Territory,
subject to [C.I.] and [C.I.]. The appointment of any sub-distributor shall be in
writing and on such terms and conditions as [C.I.] provided such terms and
conditions are not inconsistent with the terms and conditions of this Agreement.
D&D shall provide DUSA with [C.I.] copies of each agreement appointing a
sub-distributor hereunder.
(b) D&D acknowledges and agrees that [C.I.] a sub-distributor
hereunder shall [C.I.] of [C.I.]. D&D further agrees that it shall, [C.I.] be
solely responsible:
-6-
Note: Certain portions of this document have been marked "[c.i.]" to indicate
that confidential treatment has been requested for this confidential
information. The confidential portions have been omitted and filed separately
with the Securities and Exchange Commission.
(i) for the [C.I.] sub-distributor appointed pursuant to this
Section 2.5; and
(ii) for [C.I.] or for [C.I.] to any such sub-distributors or
representatives, [C.I.];
(c) Sales made by such sub-distributors shall be subject to [C.I.] and
such sub-distribution arrangements shall [C.I.] to DUSA in respect of such sales
(that is, [C.I.] to DUSA in respect of such Product sales shall be [C.I.]).
(d) Each sub-distributor shall [C.I.] of D&D hereunder with respect to
the activities undertaken by such sub-distributor in the