PURPOSE OF SELLING THE
PRODUCTS IN THE TERRITORY.
SECTION 2.2
COMPETITION. EDWARDS SHALL NOT SELL ANY DEVICES IN THE TERRITORY
WHICH DIRECTLY COMPETE WITH THE PRODUCTS IN THE FIELD OF MYOCARDIAL
REVASCULARIZATION EITHER INTRAOPERATIVE OR PERCUTANEOUS THAT USES A DEVICE-BASED
CHANNELING MEANS ("DBMR") DURING THE TERM OF THIS AGREEMENT. EDWARDS MAY MARKET
AND SELL MEDICAL DEVICES, INCLUDING, WITHOUT LIMITATION, PRODUCTS THAT MAY BE
USED IN CONNECTION WITH REVASCULARIZATION OF THE HEART, AS LONG AS SUCH MEDICAL
DEVICES ARE NOT WITHIN THE FIELD OF DBMR AND ALL OTHER MEDICAL DEVICES WHICH IT
IS SELLING AS OF THE DATE HEREOF. EDWARDS DOES NOT CURRENTLY SELL ANY DEVICES IN
THE FIELD OF DBMR.
ARTICLE III
OBLIGATIONS OF DISTRIBUTOR
SECTION 3.1
GENERAL OBLIGATIONS OF EDWARDS. EDWARDS SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO DISTRIBUTE AND SELL THE PRODUCTS IN THE TERRITORY
INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
3
(A)
PROMOTE THE SALE AND USE OF PRODUCTS IN THE
TERRITORY;
(B)
PROVIDE CUSTOMER SERVICE, INCLUDING
RESPONDING TO CUSTOMER INQUIRIES AND REQUESTS FOR QUOTES ON PRODUCT PRICING; AND
(C)
PROVIDE INVOICES TO CUSTOMERS AND MANAGE
ACCOUNTS RECEIVABLE AND COLLECTION RESPONSIBILITIES FOR SALES BY EDWARDS OF THE
PRODUCTS.
SECTION 3.2
COSTS AND EXPENSES. EDWARDS SHALL BEAR ALL THE COSTS AND EXPENSES
ASSOCIATED WITH ITS OBLIGATIONS SET FORTH IN THIS AGREEMENT.
SECTION 3.3
SALES AND MARKETING OPTION. EDWARDS SHALL HAVE THE OPTION (THE
"SALES AND MARKETING OPTION") WHICH MUST BE EXERCISED, IF AT ALL, UPON 30 DAYS
PRIOR WRITTEN NOTICE TO PLC GIVEN DURING OR BEFORE THE THREE-MONTH PERIOD
FOLLOWING THE FIRST ANNIVERSARY OF THE DATE HEREOF, TO ASSUME FULL SALES AND
MARKETING RESPONSIBILITY FOR THE PRODUCTS IN THE TERRITORY AND TO OFFER
EMPLOYMENT, SUBJECT TO EDWARDS' STANDARD EMPLOYMENT QUALIFICATIONS, WITH BASE
COMPENSATION, COMMISSION AND BENEFITS SUBSTANTIALLY COMPETITIVE TO THOSE
PROVIDED BY PLC IMMEDIATELY PRIOR TO SUCH OFFER TO EACH PLC EMPLOYEE SET FORTH
ON SCHEDULE 3.3 (THE "SCHEDULED EMPLOYEES"), PROVIDED THEY MEET THE PERFORMANCE
CRITERIA SET FORTH ON SCHEDULE 3.3. UPON EXERCISE OF THE SALES AND MARKETING
OPTION, PLC SHALL RELEASE PERFORMANCE REVIEWS OF THE SCHEDULED EMPLOYEES TO
EDWARDS, SUBJECT TO THE WAIVER OF EACH SUCH EMPLOYEE. IF SUCH SCHEDULED EMPLOYEE
REFUSES TO WAIVE ACCESS TO HIS OR HER PERFORMANCE REVIEWS, SUCH REFUSAL SHALL
CONSTITUTE A REJECTION OF AN OFFER OF EMPLOYMENT FROM EDWARDS AND EDWARDS SHALL
HAVE NO FURTHER OBLIGATIONS WITH RESPECT TO SUCH EMPLOYEE AND PLC SHALL BE
RESPONSIBLE FOR ANY SEVERANCE PAY PURSUANT TO THE LAST SENTENCE OF THIS SECTION.
IF EDWARDS CHOOSES NOT TO OFFER EMPLOYMENT TO ANY SCHEDULED EMPLOYEE THAT MEETS
THE PERFORMANCE CRITERIA SET FORTH ON SCHEDULE 3.3 AND EDWARDS' STANDARD
EMPLOYMENT QUALIFICATIONS, EDWARDS SHALL PAY TO PLC THE AMOUNT ON SCHEDULE 3.3
PER SUCH EMPLOYEE. IN THE EVENT A SCHEDULED EMPLOYEE REJECTS THE EMPLOYMENT
OFFER BY EDWARDS, PLC SHALL BE RESPONSIBLE FOR SEVERANCE PAY TO SUCH EMPLOYEE,
IF ANY, PURSUANT TO PLC'S THEN EXISTING SEVERANCE POLICY, IF ANY.
ARTICLE IV
OBLIGATIONS OF PLC
SECTION 4.1
TRANSITION SERVICES. PLC SHALL AND PLC PARENT SHALL CAUSE PLC TO
PROVIDE TO EDWARDS AT NO