Common use of Certain Performance Requirements Clause in Contracts

Certain Performance Requirements. 3.1 Saude agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Saude will not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory subject to EC requirements. 3.2 In order to assure Carrington that Saude is in compliance with Article 3.1, Saude ▇▇▇▇▇▇ ▇▇▇t: (a) Saude will send to Carrington quarterly sales reports which set forth t▇▇ ▇▇▇▇▇▇ of units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to whom such Products were sold and/or distributed during such quarter; (b) Saude will send to Carrington quarterly inventory reports of the Product▇; ▇▇▇ (c) Carrington may mark for identification all Products sold by Carring▇▇▇ to Saude hereunder. 3.3 Saude shall promptl▇ ▇▇▇▇▇▇▇ Carrington with written reports of any importation or sale o▇ ▇▇▇ ▇▇ ▇he Products in the Territory of which Saude has knowledge from any source other than Carrington, as well as with any other information which Carring▇▇▇ ▇▇▇ ▇▇asonably request in order to be updated on the ▇▇▇▇▇▇ ▇▇nditions in the Territory. 3.4 Saude shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Saude shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. 3.5 Saude shall be responsible for and shall collect all VAT and other taxes (excluding license fees) that may be due and owing upon sales by Saude of Products. Upon written request from Saude, Carrington shall provide Saude with such certificates or other do▇▇▇▇▇▇▇ as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6 All Products shall be packaged and labeled for sale and delivered by Carrington to Saude subject to and accordance with all local ▇▇▇▇▇ ▇nd regulations. Upon mutual agreement. however, final packaging may occur in Portugal. All Products shall be advertised, marketed, sold and distributed by Saude in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. Saude shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington s standard packaging materials, designs, methods a▇▇/▇▇ ▇▇▇▇edures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labels. 3.7 Saude shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8 Saude shall assume ▇▇▇ ▇▇▇▇▇▇▇▇bility for and comply with all applicable laws, regulations and requirements concerning the inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damage, claim, liability, loss or expense which Carrington may suffer or incur by reason of said inventory, use, ▇▇▇▇▇▇▇on, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom being di▇▇▇▇▇▇ ▇▇▇inst Carrington or Saude by any third party. 3.9 Saude agr▇▇▇ ▇▇▇ to make, or permit any of its employees, agents or representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. ▇.▇▇ Saude shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carrington in writing.

Certain Performance Requirements. 3.1 Saude EAMI agrees as agent and distributor to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Saude EAMI will not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory subject to EC requirementsTerritory. 3.2 In order to assure Carrington that Saude EAMI is in compliance with Article 3.1, Saude ▇▇▇▇▇▇ ▇▇▇t: (a) Saude will send to Carrington quarterly sales reports which set forth tEA▇▇ ▇▇▇▇▇▇ that: (a) EAMI will send to Carrington annual sales reports which set forth ▇▇▇ ▇▇▇▇er of units and sizes of each Product sold, the net sales, sales and the number of units of free medical samples distributed, and to whom such Products were sold and/or distributed during such quarter; (b) Saude EAMI will send to Carrington quarterly annual inventory reports of the ProductProdu▇▇▇; ▇▇▇ (c) Carrington may mark for identification all Products sold by CarringCar▇▇▇ ▇▇ton to Saude EAMI hereunder. 3.3 Saude EAMI shall promptlprompt▇▇ ▇▇▇▇▇▇▇ Carrington with written reports of any importation or sale o▇▇ ▇▇▇ ▇▇ ▇he the Products in the Territory of which Saude EAMI has knowledge from any source other than Carrington, as well as with any other information which Carring▇▇▇ ▇▇▇ ▇▇asonably ▇▇▇n may reasonably request in order to be updated on the ▇▇▇upda▇▇▇ ▇▇ ▇nditions he market conditions in the Territory. 3.4 Saude EAMI shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Saude EAMI shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. 3.5 Saude EAMI shall be responsible for and shall collect all VAT governmental and regulatory sales and other taxes (excluding license fees) taxes, charges and fees that may be due and owing upon sales by Saude EAMI of Products. Upon written request from SaudeEAMI, Carrington shall provide Saude EAMI with such certificates or other do▇▇▇▇▇▇▇ ▇▇▇uments as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6 All Initially, all Products shall be packaged and labeled for sale and delivered by Carrington to Saude subject to and accordance with all local EAMI. After agreed upon volumes have been deci▇▇▇ ▇▇▇▇ ▇nd regulations. Upon mutual agreement. howeverbetween the Parties to ensure economic local Packaging, final packaging may occur in Portugal. All all Products shall be packaged, labeled, advertised, marketed, sold and distributed by Saude EAMI in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. Saude EAMI shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington s Carrington's standard packaging materials, designs, methods a▇▇/▇▇ ▇▇▇▇eduresand/or procedures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labels. 3.7 Saude EAMI shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8 Saude EAMI shall assume a▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇bility esponsibility for and comply with all applicable laws, regulations and requirements concerning the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damage, claim, liability, loss or expense which Carrington may suffer or incur by reason of said inventory, useRegistra▇▇▇▇, ▇▇▇▇▇▇▇onntory, use, promotion, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom being di▇▇▇be▇▇▇ ▇▇▇inst ▇▇ted against Carrington or Saude EAMI by any third party. 3.9 Saude agrEAMI ▇▇▇▇▇▇ ▇▇▇ not to make, or permit any of its employees, agents or representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. ▇.▇▇ Saude 3.10 EAMI shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carrington in writing. 3.11 EAMI will actively and a▇▇▇▇▇▇▇▇▇▇y promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. EAMI agrees not to manufacture, promote, market, sell or distribute to any customers or potential customers in the Territory without ninety (90) days written notice to and approval from Carrington, any competitive wound care, skin care, or inco▇▇▇▇▇▇▇▇ ▇are product. 3.12 EAMI represents that its books, records and accounts pertaining to all its operations hereunder are complete and accurate in all material respects and have been maintained in accordance with sound and generally accepted accounting principles.

Certain Performance Requirements. 3.1 Saude Orthovita agrees to use commercially reasonable efforts to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use in the Field within the Territory. Saude Orthovita will notnot knowingly, under any circumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products (a) within or to, or for ultimate use within, the United States or any place outside the Territory subject to EC requirementsTerritory, or (b) for use outside the Field. 3.2 In order to assure Carrington Cohesion that Saude Orthovita is in compliance with Article Section 3.1, Saude ▇▇Orthovita agrees that Cohesion may ▇▇▇▇ ▇▇▇t: (a) Saude will send to Carrington quarterly sales reports which set forth t▇▇ ▇▇▇▇▇▇ of units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to whom such Products were sold and/or distributed during such quarter; (b) Saude will send to Carrington quarterly inventory reports of the Product▇; ▇▇▇ (c) Carrington may mark for identification all Products sold by Carring▇▇▇ Cohesion to Saude Orthovita hereunder, as approved by the Joint Commercial Operations Committee. 3.3 Saude Orthovita shall promptl▇ ▇▇▇▇▇▇▇ Carrington with written reports of any importation or sale o▇ ▇▇▇ ▇▇ ▇he Products in the Territory of which Saude has knowledge from any source other than Carrington, as well as promptly provide Cohesion with any other information which Carring▇▇▇ ▇▇▇ ▇▇asonably Cohesion may reasonably request in order to be updated on the ▇▇▇▇▇▇ ▇▇nditions Product-related market conditions in the Territory. Orthovita shall, and shall ensure that its Agents shall, also promptly notify Cohesion if Orthovita becomes aware of any products marketed or sold in the Territory that appear to be equivalent to any of the Products. 3.4 Saude Provided that Cohesion has supplied Products to Orthovita in accordance with the terms of this Agreement, Orthovita shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Saude Orthovita shall maintain all of its inventory of Products in a manner that is clearly segregated and meeting that meets all storage and other standards required by applicable governmental authoritiesauthorities and as reasonably required by Cohesion. Cohesion shall provide Orthovita with any such requirements, and any amendments thereto, in advance in writing. Those portions of Orthovita’s facilities where Products are stored shall be subject to inspection by Cohesion or its agents upon seventy-two (72) hours prior written notice, but no more than once per Calendar Year; provided that if such an inspection reveals that Orthovita is not in compliance with this Section 3.4, then Cohesion shall be entitled to inspect Orthovita’s facilities at reasonable intervals until such time as Orthovita is in compliance with this Section 3.4 for an entire Calendar Year. For all Cohesion inspection requests under this Section 3.4, Orthovita shall promptly respond to Cohesion’s requests for inspection and the Parties shall agree on the time, scope and manner of the inspection. 3.5 Saude Orthovita shall be responsible for and shall collect all VAT governmental and regulatory sales and other taxes (excluding license fees) taxes, charges, duties and fees that may be due and owing upon sales of Products by Saude of ProductsOrthovita. Upon written request from SaudeOrthovita, Carrington Cohesion shall provide Saude Orthovita with such certificates or other do▇▇▇▇▇▇▇ documents as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges charges, duties and fees. 3.6 All Except during the time in which Orthovita has assumed oversight and management of Product manufacturing, all Products shall be packaged and labeled for sale and delivered by Carrington or on behalf of Cohesion to Saude Orthovita subject to and in accordance with all local ▇▇▇▇▇ ▇nd regulations. Upon mutual agreement. however, final packaging may occur in Portugal. All Products shall be advertised, marketed, sold and distributed by Saude in compliance with the rules and regulations, as amended from time and in conformance with the mutually agreed upon instructions of the Joint Sales and Marketing Committee. Neither Party shall use any label, advertisement or marketing material on, or with respect to timeor relating to the promotion, of (i) all applicable governmental authorities within marketing, distribution and sale of, Product in the Field in the Territory unless such label, advertisement or marketing material has first been submitted to and approved in which writing by the Products are marketed, Joint Sales and (ii) all other applicable laws, rules and regulations. Saude shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington s standard packaging materials, designs, methods a▇▇/▇▇ ▇▇▇▇edures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labelsMarketing Committee. 3.7 Saude Neither Party shall not make any alterations or knowingly permit any alterations to be made to the Products in the Field in the Territory without Carrington's the other Party’s prior written consent. 3.8 Saude shall assume ▇▇▇ ▇▇▇▇▇▇▇▇bility for and comply with all applicable laws, regulations and requirements concerning the inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damage, claim, liability, loss or expense which Carrington may suffer or incur by reason of said inventory, use, ▇▇▇▇▇▇▇on, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom being di▇▇▇▇▇▇ ▇▇▇inst Carrington or Saude by any third party. 3.9 Saude agr▇▇▇ ▇▇▇ Orthovita agrees not to make, or permit any of its employees, agents or representatives to make, any claims of any properties or results representations relating to any Product, unless such claims or representations have received prior written approval from Carrington or Cohesion and from the applicable governmental authoritiesRegulatory Authorities. ▇3.9 Orthovita will use commercially reasonable efforts to actively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory for use in the Field; provided that all Products shall be advertised, marketed, sold and distributed by Orthovita, and Product inventory shall be maintained by Orthovita, in compliance with the rules and regulations, as amended from time to time, of (a) all applicable Regulatory Authorities within the Territory in which the Products are marketed, and (b) all other applicable laws, rules and regulations. Orthovita shall promote a Product within the Field only for indications covered by the labeling and literature that accompany the Product and that have been approved, cleared or otherwise allowed by the applicable Regulatory Authorities in the country in which such promotion occurs.▇▇ Saude 3.10 If either Party becomes aware of any Adverse Events, it shall not use promptly notify the other Party and provide reasonable assistance in evaluating and investigating and, when necessary, Cohesion shall report such Adverse Event to the applicable Regulatory Authority. The Parties shall comply with any labelnecessary corrective action and with all applicable reporting laws, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to rules and approved by Carrington in writingregulations governing Adverse Events.

Certain Performance Requirements. 3.1 Saude Schein agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Saude Schein will not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory subject to EC requirements. 3.2 In order to assure Carrington that Saude Schein is in compliance with Article 3.1, Saude Schein ▇▇▇▇▇▇ ▇▇▇t: (a) Saude Schein will send to Carrington quarterly sales reports which set forth t▇th▇ ▇▇▇▇▇▇ of ▇f units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to whom such Products were sold and/or distributed during such quarter; (b) Saude Schein will send to Carrington quarterly inventory reports of the Product▇Products; ▇▇▇ (c) Carrington may mark for identification all Products sold by Carring▇arringt▇▇ to Saude ▇o Schein hereunder. 3.3 Saude Schein shall promptl▇ ▇▇▇▇▇▇▇ Carrington with written reports of any importation or sale o▇ of ▇▇▇ ▇▇ ▇he ▇e Products in the Territory of which Saude Schein has knowledge from any source other than Carrington, as well as with any other information which Carring▇Carringt▇▇ ▇▇▇ ▇▇asonably ▇sonably request in order to be updated on the ▇m▇▇▇▇▇ ▇▇nditions ▇▇itions in the Territory. 3.4 Saude Schein shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Saude Schein shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. 3.5 Saude Schein shall be responsible for and shall collect all VAT and other taxes (excluding license fees) that may be due and owing upon sales by Saude Schein of Products. Upon written request from SaudeSchein, Carrington shall provide Saude Schein with such certificates or other do▇▇▇▇▇▇▇ documents as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6 All Products shall be packaged and labeled for sale and delivered by Carrington to Saude Schein subject to and accordance with all local ▇▇▇▇▇ ▇nd ▇▇ regulations. Upon mutual agreement. however, final packaging may occur in Portugal. All Products shall be advertised, marketed, sold and distributed by Saude Schein in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. Saude Schein shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington s standard packaging materials, designs, methods a▇an▇/▇▇ ▇▇▇▇edures▇dures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labels. 3.7 Saude Schein shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8 Saude Schein shall assume ▇a▇▇ ▇▇▇▇▇▇▇▇bility ▇ility for and comply with all applicable laws, regulations and requirements concerning the inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damage, claim, liability, loss or expense which Carrington may suffer or incur by reason of said inventory, use, ▇▇▇▇▇▇▇on▇n, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom being di▇▇dire▇▇▇▇ ▇▇▇inst ▇▇st Carrington or Saude Schein by any third party. 3.9 Saude Schein agr▇▇▇ ▇▇▇ to make, or permit any of its employees, agents or representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. ▇.▇▇ Saude ▇▇▇▇in shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carrington in writing.

Certain Performance Requirements. 3.1 Saude 3.1. HEMOPHARM agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Saude HEMOPHARM will not, under any circumstancescicumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory subject to EC requirementsTerritory, except if otherwise agreed by the Parties. 3.2 3.2. In order to assure Carrington that Saude HEMOPHARM is in compliance with Article 3.1, Saude HEM▇▇▇▇▇▇ ▇▇▇tees that: (a) Saude HEMOPHARM will send to Carrington quarterly sales reports which set forth tthe number ▇▇ ▇▇▇▇▇ ▇▇ of units and nd sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to whom such Products were sold and/or distributed during such quarter; (b) Saude HEMOPHARM will send to Carrington quarterly inventory reports of the Product▇Products; ▇▇▇and (c▇) Carrington ▇arrington may mark for identification all Products sold by CarringC▇▇▇ to Saude hereunder. 3.3 Saude shall promptl▇ ▇▇▇▇▇▇▇ to HEMO▇▇▇▇M hereunder. 3.3. HEMOPHARM shall ▇▇▇▇▇▇▇▇ provide Carrington with written reports of any importation or sale osal▇ ▇▇ ▇▇▇ ▇▇ ▇he of the Products in the Territory of which Saude HEMOPHARM has knowledge from any source other than Carrington, as well as with any other information which Carring▇Carringt▇▇ ▇▇▇ ▇▇asonably easonably request in order to be updated on the t▇▇ ▇▇▇▇▇▇ ▇▇nditions conditions in the Territory. 3.4 Saude 3.4. HEMOPHARM shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Saude HEMOPHARM shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. All such inventory and HEMOPHARM's facilities shall be subject to inspection by Carrington or its agents upon 72 hours written notice. 3.5 Saude ▇.▇. HEMOPHARM shall be responsible reponsible for and shall collect all VAT governmental and regulatory sales and other taxes (excluding license fees) taxes, charges and fess that may be due and owing upon sales by Saude HEMOPHARM of Products. Upon written request from SaudeHEMOPHARM, Carrington shall provide Saude HEMOPHARM with such certificates or other do▇▇▇▇▇▇▇ ▇ocuments as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6 3.6. All Products shall be packaged and labeled for sale and delivered by Carrington to Saude subject to and accordance with all local HEMOPHARM's consignement stock. All Produc▇▇ ▇▇▇▇▇ ▇nd regulations. Upon mutual agreement. howeverbe labeled, final packaging may occur in Portugal. All Products shall be advertised, marketed, sold and distributed by Saude HEMOPHARM in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. Saude HEMOPHARM shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington s Carrington's standard packaging materials, designs, methods a▇▇/▇▇ ▇▇▇▇eduresand/or procedures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging. .The Parties shall agree on minimum production runs for such custom labels. 3.7 Saude 3.7. HEMOPHARM shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8 Saude 3.8. HEMOPHARM shall assume assum▇ ▇▇▇ ▇▇▇▇▇▇▇▇bility onsibility for and comply with all applicable laws, regulations and requirements concerning concering the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damagecorrespondingly, claimin case HEMOPHARM operates otherwise, liability, loss or expense which Carrington may suffer or incur by reason of said inventory, use, ▇▇▇▇▇▇▇on, distribution and sale and it shall hold Carrington harmless harmels from any claim resulting therefrom being did▇▇▇▇▇▇▇ ▇▇▇inst ainst Carrington or Saude HEMOPHARM by any third party. 3.9 Saude agr▇3.9. HEMOPHA▇▇ ▇▇▇▇▇▇ not to make, or permit any of its employees, agents or representatives representative to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. ▇.▇▇ Saude ▇. HEMOPHARM shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carrington Carington in writing. 3.11. HEMOPHARM will actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. HEMOPHARM agrees not to manufacture, promote, market, sell or distribute to any customers or potential customers in the Territory without ninety (90) days written notice to and approval from Carrington, any competitive wound care, skin care, or incontinen▇▇ ▇▇▇▇ ▇▇oduct, except the products already existing in HEMOPHARM's Production programme and the ones being presently developed by HEMOPHARM. 3.12. HEMOPHARM represents that its books, records and accounts pertaining to all its operations hereunder are complete and acurate in all material respects and have been maintained in accordance with sound and generally accepted accouting principles. HEMOPHARM's auditor shall deliver to Carrington, in acordance with Article 14, at the end of each 12-▇▇▇▇▇ ▇▇▇▇od during the term of the Agreement, a declaration that the accounts rendered are correct.

Certain Performance Requirements. 3.1 Saude Vincula agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Saude Vincula will not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory subject to EC requirementsTerritory. 3.2 In order to assure Carrington that Saude Vincula is in compliance with Article 3.1, Saude Vincu▇▇ ▇▇▇▇▇▇ ▇▇▇tthat: (a) Saude Vincula will send to Carrington quarterly sales reports which set forth t▇th▇ ▇▇▇▇▇▇ of ▇f units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to whom such Products were sold and/or distributed during such quarter; (b) Saude Vincula will send to Carrington quarterly inventory reports of the Product▇Products; ▇▇▇ (c) Carrington may mark for identification all Products sold by Carring▇arringt▇▇ to Saude ▇o Vincula hereunder. 3.3 Saude Vincula shall promptlprompt▇▇ ▇▇▇▇▇▇▇ Carrington with written reports of any importation or sale o▇ of ▇▇▇ ▇▇ ▇he ▇e Products in the Territory of which Saude Vincula has knowledge from any source other than Carrington, as well as with any other information which CarringCa▇▇▇ ▇▇▇ ▇▇asonably request in order to be updated on the ▇▇▇▇▇▇ ▇ay reasonably request in order to be updated o▇ ▇nditions ▇▇ ▇▇rket conditions in the Territory. 3.4 Saude Vincula shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Saude Vincula shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authoritiesauthorities and Carrington. Carrington shall provide any such requirements in ▇▇▇▇▇▇▇ in ▇▇▇▇▇▇▇. All such inventory and Vincula's facilities shall be subject to inspection by Carrington or its agents upon 72 hours written notice. 3.5 Saude 3.▇ ▇▇▇▇▇▇a shall be responsible for and shall collect all VAT governmental and regulatory sales and other taxes (excluding license fees) taxes, charges and fees that may be due and owing upon sales by Saude Vincula of Products. Upon written request from SaudeVincula, Carrington shall provide Saude Vincula with such certificates or other do▇▇▇▇▇▇▇ ▇ocuments as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6 All Products shall be packaged and labeled for sale and delivered by Carrington to Saude subject to and accordance with all local ▇▇▇▇▇ ▇nd regulations. Upon mutual agreement. however, final packaging may occur in PortugalVincula. All Products shall be advertisedlabeled, marketedadvertis▇▇, ▇▇▇▇▇▇ed, sold and distributed by Saude Vincula in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. Saude Vincula shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington s Carrington's standard packaging materials, designs, methods a▇▇/▇▇ ▇▇▇▇eduresand/or procedures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labels. 3.7 Saude V i ncula shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8 Saude Vincula shall assume assum▇ ▇▇▇ ▇▇▇▇▇▇▇▇bility nsibility for and comply with all applicable laws, regulations and requirements concerning the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damage, claim, liability, loss or expense which Carrington may suffer or incur by reason of said inventory, useRegistration, ▇▇▇▇▇▇▇on▇▇, use, promotion, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom being dibein▇ ▇▇▇▇▇▇▇d against Carrington or Vincula by any third party. 3.9 Vincula ▇▇▇▇▇▇ ▇▇▇inst Carrington or Saude by any third party. 3.9 Saude agr▇▇▇ ▇▇▇ ot to make, or permit any of its employees, agents or representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. ▇.▇▇ Saude Vincula shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carrington in writing. 3.11 Vincula will actively and aggr▇▇▇▇▇▇▇▇ ▇romote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. Vincula agrees not to manufacture, promote, market, sell or distribute to any customers or potential customers in the Territory without ninety (90) days written notice to and approval from Carrington, any competitive products. 3.12 Relative to t▇▇ ▇▇▇▇▇▇▇ution of Carrington products, Vincula represents that its books, recor▇▇ ▇▇▇ ▇▇▇ounts pertaining to all its operations hereunder are complete and accurate in all material respects and have been maintained in accordance with sound and generally accepted accounting principles. Carrington shall have the right to have such books, records, ▇▇▇ ▇▇▇▇▇nts examined, at its expense, by a qualified accountant nominated by Carrington.