NOA SHALL APPROVE
OR DISAPPROVE THE ARTWORK. IF ANY ARTWORK IS DISAPPROVED, NOA SHALL SPECIFY IN
WRITING THE REASONS FOR SUCH DISAPPROVAL AND STATE WHAT CORRECTIONS OR
IMPROVEMENTS ARE NECESSARY. AFTER MAKING THE NECESSARY CORRECTIONS OR
IMPROVEMENTS, LICENSEE SHALL SUBMIT REVISED ARTWORK TO NOA FOR APPROVAL. NOA
SHALL NOT UNREASONABLY WITHHOLD OR DELAY ITS APPROVAL OF ANY ARTWORK.
THE
APPROVAL OF THE ARTWORK BY NOA DEVELOPMENT AND QUALITY OF THE ARTWORK OR IN ANY
WAY CREATE ANY WARRANTY FOR THE ARTWORK OR ANY LICENSED PRODUCT BY NOA.
4.6
ARTWORK FOR BULK GOODS. IF LICENSEE SUBMITS AN ORDER FOR BULK
GOODS, ALL ARTWORK SHALL BE SUBMITTED TO NOA IN ADVANCE OF NOA'S ACCEPTANCE OF
THE ORDER AND NO PRODUCTION OF PRINTED MATERIALS SHALL OCCUR UNTIL SUCH ARTWORK
HAS BEEN APPROVED BY NOA UNDER SECTION 4.5 HEREIN.
5.
ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY
5.1
SUBMISSION OF ORDERS BY LICENSEE. LICENSEE MAY AT ANY TIME SUBMIT
WRITTEN PURCHASE ORDERS TO NOA FOR ANY APPROVED LICENSED PRODUCT TITLE. THE
PURCHASE ORDER SHALL SPECIFY WHETHER IT IS FOR FINISHED PRODUCTS OR BULK GOODS.
THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL OVER ANY CONTRARY TERMS
OF SUCH PURCHASE ORDER OR ANY OTHER WRITTEN DOCUMENTS SUBMITTED BY LICENSEE. ALL
ORDERS ARE SUBJECT TO ACCEPTANCE BY NOA IN REDMOND, WA.
5.2
PURCHASE PRICE AND MINIMUM ORDER QUANTITIES. THE PURCHASE PRICE
AND MINIMUM ORDER QUANTITIES FOR FINISHED PRODUCTS AND BULK GOODS SHALL BE SET
FORTH IN NOA'S THEN CURRENT PRICE SCHEDULE. THE PURCHASE PRICE INCLUDES THE COST
OF MANUFACTURING TOGETHER WITH A ROYALTY FOR THE USE OF THE INTELLECTUAL
PROPERTY RIGHTS. NO TAXES, DUTIES, IMPORT FEES OR OTHER TARIFFS RELATED TO THE
DEVELOPMENT, MANUFACTURE, IMPORT, MARKETING OR SALE OF THE LICENSED PRODUCTS ARE
INCLUDED IN THE PURCHASE PRICE AND ALL SUCH TAXES ARE THE RESPONSIBILITY OF
LICENSEE (EXCEPT FOR TAXES IMPOSED ON NOA'S INCOME). THE PRICE SCHEDULE IS
SUBJECT TO CHANGE BY NOA AT ANY TIME, PROVIDED, HOWEVER, THAT ANY PRICE INCREASE
SHALL BE APPLICABLE ONLY TO PURCHASE ORDERS SUBMITTED, PAID FOR, AND ACCEPTED BY
NOA AFTER THE EFFECTIVE DATE OF THE PRICE INCREASE.
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
6
5.3
PAYMENT. UPON PLACEMENT OF AN ORDER WITH NOA, LICENSEE SHALL PAY
THE FULL PURCHASE PRICE TO NOA EITHER (A) BY PLACEMENT OF AN IRREVOCABLE LETTER
OF CREDIT IN FAVOR OF NOA AND PAYABLE AT SIGHT, ISSUED BY A BANK ACCEPTABLE TO
NOA AND CONFIRMED, IF REQUESTED BY NOA, AT LICENSEE'S EXPENSE, OR (B) IN CASH,
BY WIRE TRANSFER TO NOA'S DESIGNATED ACCOUNT. ALL ASSOCIATED BANKING CHARGES ARE
THE RESPONSIBILITY OF THE LICENSEE.
5.4
SHIPMENT AND DELIVERY. ALL LICENSED PRODUCTS SHALL BE DELIVERED TO
LICENSEE EXW EX WORKS JAPAN (AS DEFINED BY INCOTERMS 2000), OR SUCH OTHER
DELIVERY POINT SPECIFIED BY NOA, WITH SHIPMENT AT LICENSEE'S DIRECTION AND
EXPENSE. ORDERS MAY BE DELIVERED BY NOA IN PARTIAL SHIPMENTS, EACH DIRECTED TO
NOT MORE THAN TWO