THE TERM OF THIS AGREEMENT, SUCH EMPLOYEE, AGENT OR CONTRACTOR
MUST IMMEDIATELY CEASE PROVIDING ANY SERVICES TO UT UNDER THIS AGREEMENT, AND UT
SHALL HAVE THE OPTION OF IMMEDIATELY TERMINATING THIS AGREEMENT.
ARTICLE 3:
APPOINTMENT
3.1
SCOPE; NON-EXCLUSIVE.
UT HEREBY APPOINTS
DISTRIBUTOR, AND DISTRIBUTOR HEREBY ACCEPTS SUCH APPOINTMENT, AS A DISTRIBUTOR
OF UT PRODUCT DURING THE TERM OF THIS AGREEMENT, SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
THIS APPOINTMENT IS NON-EXCLUSIVE, AND UT
RESERVES THE RIGHT TO APPOINT ADDITIONAL DISTRIBUTORS IN THE TERRITORY AND TO
DISTRIBUTE UT PRODUCT IN THE TERRITORY ON ITS OWN BEHALF.
3.2
SUB-DISTRIBUTORS.
DISTRIBUTOR SHALL NOT,
WITHOUT THE PRIOR WRITTEN APPROVAL OF UT, APPOINT ANY DISTRIBUTORS OR AGENTS TO
ACT ON BEHALF OF DISTRIBUTOR (COLLECTIVELY, "SUB-DISTRIBUTORS") TO DISTRIBUTE UT
PRODUCT WITHIN THE TERRITORY, OTHER THAN ANY OF ITS AFFILIATES.
DISTRIBUTOR
SHALL AT ALL TIMES REMAIN FULLY LIABLE FOR THE PERFORMANCE OF ANY APPROVED
SUB-DISTRIBUTORS AND DISTRIBUTOR SHALL PROVIDE UT WITH A WRITTEN ACKNOWLEDGEMENT
EXECUTED BY EACH SUB-DISTRIBUTOR THAT IT HAS READ THIS AGREEMENT AND AGREES TO
BE BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THOSE CONTAINED IN THE
ATTACHMENTS HERETO.
3.3
SALES OUTSIDE THE TERRITORY.
DISTRIBUTOR
SHALL NOT DISTRIBUTE, SELL OR OTHERWISE PROVIDE UT PRODUCT OUTSIDE OF THE
TERRITORY AND SHALL NOT ADVERTISE, PROMOTE OR SOLICIT CUSTOMERS FOR UT PRODUCT
OUTSIDE THE TERRITORY.
ARTICLE 4:
OBLIGATIONS OF DISTRIBUTOR
4.1
MARKETING.
DISTRIBUTOR SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO FUND AND SUPPORT ONGOING MARKETING OF ITS
DISTRIBUTION OF UT PRODUCT, CONSISTENT WITH DISTRIBUTOR'S NORMAL FUNDING AND
SUPPORT FOR ITS OVERALL DISTRIBUTION ACTIVITIES.
IN ADDITION, DISTRIBUTOR SHALL
USE ITS COMMERCIALLY REASONABLE
EFFORTS TO FUND AND SUPPORT ONGOING SALE OF UT
PRODUCT.
SUCH COMMERCIALLY REASONABLE EFFORTS
SHALL INCLUDE, BUT NOT BE
LIMITED TO:
(A)
MAINTAINING THROUGHOUT THE TERRITORY
ADEQUATE MARKETING, SALES, AND ORDER-FULFILLMENT STAFF WHO ARE ADEQUATELY
TRAINED ON PAH AND UT PRODUCT.
THE
PARTIES ACKNOWLEDGE THAT THIS
OBLIGATION REQUIRES DISTRIBUTOR TO HAVE THE CAPABILITY TO PROVIDE THE FOREGOING
SERVICES THROUGHOUT THE TERRITORY, BUT DOES NOT REQUIRE DISTRIBUTOR TO HAVE A
PHYSICAL OFFICE WITHIN EACH JURISDICTION WITHIN THE TERRITORY;
(B)
PROMPTLY RESPONDING TO ALL INQUIRIES FROM
CUSTOMERS, INCLUDING RESPONDING TO COMPLAINTS, PROCESSING ALL ORDERS AND
EFFECTING ALL SHIPMENTS OF UT PRODUCT FOR INCLUDED PATIENTS IN ACCORDANCE WITH
THE TIMELINES AND OTHER TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT;
(C)
PROVIDING UT PRODUCT TO INCLUDED PATIENTS
PURSUANT TO PHYSICIAN ORDERS;
(I.)
EXHIBITING AT CONVENTIONS, TRADE SHOWS,
PRODUCT FAIRS OR OTHER COMPARABLE EVENTS INVOLVING PATIENTS, INCLUDED PATIENTS
AND/OR PHYSICIAN SPECIALISTS WHO HAVE A HIGH PROPENSITY TO DIAGNOSE AND TREAT
PATIENTS SUFFERING FROM PAH FOR THE PURPOSE OF PROVIDING INFORMATION ON UT
PRODUCT AND/OR EDUCATING ATTENDEES.
(D)
DILIGENTLY INVESTIGATING AND PURSUING ALL
LEADS AND INQUIRIES OF POTENTIAL CUSTOMERS REFERRED TO DISTRIBUTOR BY UT AND
REPORTING WITHIN 7 DAYS ON THE STATUS OF ALL SUCH LEADS AND INQUIRIES.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS
REQUIRING DISTRIBUTOR TO ADMIT TO ITS SERVICE, OR PROVIDE UT PRODUCT TO, ANY
PARTICULAR INDIVIDUAL(S) OR TYPES OF INDIVIDUAL(S).
ADDING INCLUDED PATIENTS