PRODUCT IS SOLD WITH THE NAME OF THE COMPANY
ON THE PRODUCT'S PACKAGING AS THE ENTITY FOR WHICH THE PRODUCT IS MANUFACTURED,
AS REQUIRED BY LAW;
(C)
TO MAKE CLEAR, IN ALL DEALINGS WITH TRADE CUSTOMERS AND
PROSPECTIVE TRADE CUSTOMERS THAT IT IS ACTING AS DISTRIBUTOR OF THE PRODUCT IN
THE TERRITORY AND NOT AS AGENT OF COMPANY;
(D)
THAT ITS STORAGE, DISTRIBUTION, PROMOTION, MARKETING AND SALE
OF PRODUCT IN THE TERRITORY SHALL FULLY COMPLY WITH ALL APPLICABLE LAWS AT ANY
TIME BEING IN FORCE AND BE FULLY CONSISTENT WITH THE CONDITIONS AND REQUIREMENTS
OF THE RELEVANT REGISTRATION FOR SUCH PRODUCT AND DISTRIBUTOR SHALL HOLD COMPANY
HARMLESS FROM ANY VIOLATION THEREOF;
(E)
TO KEEP COMPANY FULLY AND TIMELY INFORMED OF THE PRICE AND
PRICE STRUCTURE OF PRODUCT IN THE TERRITORY AND SHALL PROMPTLY NOTIFY COMPANY OF
ANY CHANGE THEREOF (PROVIDED ALWAYS THAT DISTRIBUTOR SHALL BE ENTITLED TO SELL
PRODUCTS AT SUCH PRICES AS IT SEES FIT) AND SHALL KEEP TRUE ACCOUNTS AND RECORDS
AS DESCRIBED IN SECTION 5.2(B) ("RECORDS") WHICH ENABLE VERIFICATION OF THE
AMOUNT OF THE PAYMENTS DUE TO COMPANY UNDER SECTIONS 3.1(C) AND 3.2.
UPON
REASONABLE, WRITTEN NOTICE, DISTRIBUTOR WILL ALLOW COMPANY'S INDEPENDENT THIRD
PARTY AUDITING FIRM, UNDER APPROPRIATE TERMS OF CONFIDENTIALITY, ONE TIME EACH
CONTRACT YEAR, TO HAVE ACCESS TO ITS RECORDS DURING NORMAL BUSINESS HOURS, TO
CONDUCT AN AUDIT TO VERIFY THE ACCURACY OF PAYMENTS MADE UNDER SECTIONS
3.1(C) AND 3.2.
IF THE AUDIT INDICATES AN UNDERPAYMENT TO COMPANY OF MORE THAN
[***] PERCENT ([***]%) IN SUCH CONTRACT YEAR, THE COSTS OF THE AUDIT SHALL BE
REIMBURSED TO COMPANY BY DISTRIBUTOR.
THE COMPANY AND DISTRIBUTOR SHALL
PROMPTLY MAKE SUCH BALANCING PAYMENTS AS ARE REVEALED TO BE APPROPRIATE BY THE
AUDIT TOGETHER (IN THE EVENT OF UNDERPAYMENT BY DISTRIBUTOR) WITH INTEREST
CALCULATED PURSUANT TO SECTION 5.3(A);
(F)
AT ITS OWN COST AND AT ITS SOLE DISCRETION, TO CREATE AND
SELECT THE ART-WORK, PROPOSED TEXT AND ADVERTISING AND PROMOTIONAL MATERIALS TO
BE USED IN CONNECTION WITH THE PRODUCT.
ALL SUCH ART-WORK, TEXT AND ADVERTISING
AND PROMOTIONAL MATERIALS SHALL BE SOLE PROPERTY OF DISTRIBUTOR.
7.3.
NON-COMPETE.
DURING THE TERM, DISTRIBUTOR SHALL NOT MANUFACTURE,
REGISTER, SELL, PROMOTE OR DISTRIBUTE IN THE TERRITORY, OR CAUSE OR PERMIT TO BE
MANUFACTURED, REGISTERED, SOLD,
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PROMOTED OR DISTRIBUTED IN THE TERRITORY, WHETHER DIRECTLY OR INDIRECTLY, ANY
DISTRIBUTOR COMPETITIVE PRODUCT.
8.
TECHNICAL PROCEDURES
8.1.
QUALITY AGREEMENT.
THE PARTIES AGREE TO ENTER INTO A QUALITY
AGREEMENT AT LEAST SIXTY DAYS (60) BEFORE THE LAUNCH DATE OF THE PRODUCT WHICH
SETS FORTH (A) THE ROLES AND RESPONSIBILITIES OF COMPANY AND DISTRIBUTOR WITH
RESPECT TO THE QUALITY, TECHNICAL, OPERATIONAL AND CERTAIN REGULATORY FUNCTIONS
FOR THE PRODUCTS, AND (B) HOW THE PARTIES SHALL INTERACT WITH EACH OTHER IN
CONNECTION WITH SAME ("QUALITY AGREEMENT").
THE PARTIES HAVE AGREED TO BASIC
TERMS FOR THE QUALITY AGREEMENT
WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO, THE
OUTLINE PROVIDED IN SCHEDULE 8.1.
IN THE EVENT A CONFLICT ARISES BETWEEN ANY
TERM IN THIS AGREEMENT AND A TERM IN THE QUALITY AGREEMENT,