approval, which approval shall not be
unreasonably withheld. In facilitating Pacira's review of any potential
Sub-Distributor, Master Distributor shall provide Pacira with the proposed form
of contract between Master Distributor and Sub-Distributor containing, among
other things, all material economic terms between Master Distributor and the
potential Sub-Distributor. Unless Master Distributor and Pacira agree otherwise
in writing, Master Distributor shall remain exclusively responsible for the
servicing of all Sub-Distributor accounts and for all of the actions of each
such Sub-Distributor; provided, however, notwithstanding any provision in this
Agreement to the contrary, Master Distributor may cure any potential breach of
this Agreement resulting directly from the actions of a Sub-Distributor by
either terminating its agreement with such Sub-Distributor within [**] of
receiving notice of such breach from Pacira or taking such other action with
such Sub-Distributor as is acceptable to Pacira to avoid breach or termination
of this Agreement. Master Distributor shall remain exclusively responsible for
compensating any such Sub-Distributor.
2.03
Master Distributor shall be responsible for all aspects of the management of any
sales representatives retained by Master Distributor, including, without
limitation, all matters relating to the recruiting, hiring, supervising,
training (except as otherwise provided herein), equipping/outfitting (including
vehicle leasing, laptops, sample bags and similar equipment), reimbursement for
expenses and compensating (including compensation, incentives, benefits,
supplies, discretionary spending funds, equipment, travel, food and lodging)
such sales representatives. All employees and agents of Master Distributor are
its sole employees and agents and nothing contained herein shall be construed to
make them the employees or agents of Pacira. Notwithstanding the designation of
"Master Distributor", it is understood that Master Distributor is an independent
contractor and not an employee or agent of Pacira and that nothing herein
contained shall be deemed to constitute the parties as partners or joint
venturers and that there are no rights conferred upon Master Distributor by this
Agreement to contract for, or on behalf of, or otherwise obligate Pacira, in any
manner.
2.04
Master Distributor will and shall require any Sub-Distributor to maintain
complete and accurate records of all activities carried out by Master
Distributor or Sub-Distributor, as the case may be, and each of their respective
employees and representatives relating to the performance of Master
Distributor's hereunder for the duration of Term and for three (3) years
thereafter. Pacira shall have the right to audit such records upon reasonable
notice to Master Distributor. Master Distributor shall, and shall cause its
employees, agents and representatives to, comply, in all material respects, with
all applicable laws, rules and regulations in connection with the promotion of
the Product in the Territory. Without limiting the generality of the foregoing,
Master Distributor shall in the course of its promotion of the Product and
performance of its obligations hereunder, (a) limit claims of efficacy and
safety for the Product to those which are consistent with Pacira's then approved
promotional materials for the Product or as otherwise approved by Pacira,
- 2-
in each case, consistent with any legal requirements, including FDA approved
Product