Common use of Certain Performance Requirements Clause in Contracts

Certain Performance Requirements. 3.1 The Academy agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. The Academy will not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, distribute or ship Products within or to, or for ultimate use within, the United States or any place outside the Territory. 3.2 In order to assure ▇▇▇▇▇▇▇▇▇▇ that the Academy is not repatriating Products to the United States or elsewhere outside the Territory, the Academy agrees that upon request from ▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ may examine, and copy at the Academy's headquarters: (a) All invoices related to the sale of Products by the Academy; (b) All sales reports on the number and price of units of each Product sold; (c) All monthly inventory reports of the Products; and (d) The Academy also agrees that ▇▇▇▇▇▇▇▇▇▇ may ▇▇▇▇ for identification all Products sold by ▇▇▇▇▇▇▇▇▇▇ to the Academy hereunder. 3.3 The Academy shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy shall maintain all its inventory of Products clearly segregated and meeting all storage and other required standards of all applicable governmental authorities. All such inventory shall be subject to inspection by ▇▇▇▇▇▇▇▇▇▇ or its agents at all reasonable times. 3.4 The Academy shall provide a report to ▇▇▇▇▇▇▇▇▇▇ no later than January 15 and July 15 of each year regarding the previous six-month period ended December 31 and June 30, respectively. The report shall contain (i) reports on sales of Products by the Academy during such six-month period, by Product, and including information on the number and price of units sold, (ii) a current list of customers and (iii) any other information that the Academy believes would be useful to ▇▇▇▇▇▇▇▇▇▇ or that ▇▇▇▇▇▇▇▇▇▇ may reasonably request. 3.5 The Academy shall be responsible for and shall collect all governmental and regulatory sales and other taxes, charges and fees that may be due and owing upon sales by the Academy of Products. Upon written request from the Academy, ▇▇▇▇▇▇▇▇▇▇ shall provide the Academy with such certificates or other 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, labeled, advertised, marketed, sold and distributed by the Academy in compliance with the rules and regulations of the applicable governmental authority within the Territory in which the Products are marketed, as amended from time to time, and all other applicable laws, rules and regulations. 3.7 The Academy agrees 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 ▇▇▇▇▇▇▇▇▇▇ and from the applicable governmental authority. 3.8 The Academy 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 ▇▇▇▇▇▇▇▇▇▇ in writing. 3.9 The Academy agrees that ▇▇▇▇▇▇▇▇▇▇ shall have the right to inspect the Academy's facilities at all reasonable times to ensure the Academy's compliance with the provisions of this Agreement. 3.10 The Academy will actively and aggressively promote the sale of the Products to all customers and potential customers within the Territory. The Academy agrees not to market, sell or distribute to any customers or potential customers in the Territory any wound care, skin care, incontinence care or other pharmaceutical products that compete with any of the Products.

Certain Performance Requirements. 3.1 The Academy GME agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. The Academy GME will not, under any circumstances, either directly or indirectly through third partiesParties, promote, market, sell, or distribute or ship Products within or to, or for ultimate use within, the United States or any place outside the Territory. 3.2 In order to assure ▇▇▇▇▇▇▇▇▇▇ that the Academy GME is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy GME agrees that upon request from ▇▇▇▇▇▇▇▇▇▇. written request: (a) GME will send to ▇▇▇▇▇▇▇▇▇▇ may examinea quarterly sales report (not more than once quarterly) which sets forth the number of units and sizes of each Product sold, and copy at the Academy's headquarters: (a) All invoices related to the sale of Products by the Academy;as well as net sales; and (b) All sales reports on the number and price of units of each Product sold; (c) All monthly inventory reports of the Products; and (d) The Academy also agrees that ▇▇▇▇▇▇▇▇▇▇ may ▇▇▇▇ for identification all Products sold by ▇▇▇▇▇▇▇▇▇▇ to the Academy GME hereunder. 3.3 The Academy GME shall promptly provide ▇▇▇▇▇▇▇▇▇▇ with written reports of any importation or sale of any of the Products in the Territory of which GME has knowledge from any source other than ▇▇▇▇▇▇▇▇▇▇, as well as with any other information which ▇▇▇▇▇▇▇▇▇▇ may reasonably request in order to be updated on the market conditions in the Territory. 3.4 GME shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy GME shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required standards of all by applicable governmental authorities. All such inventory and GME's facilities shall be subject to inspection by ▇▇▇▇▇▇▇▇▇▇ or its agents at all reasonable times. 3.4 The Academy shall provide a report to ▇▇▇▇▇▇▇▇▇▇ no later than January 15 and July 15 of each year regarding the previous six-month period ended December 31 and June 30, respectively. The report shall contain (i) reports on sales of Products by the Academy during such six-month period, by Product, and including information on the number and price of units sold, (ii) a current list of customers and (iii) any other information that the Academy believes would be useful to ▇▇▇▇▇▇▇▇▇▇ or that ▇▇▇▇▇▇▇▇▇▇ may reasonably requestupon 72 hours written notice. 3.5 The Academy GME shall be responsible for and shall collect all governmental and regulatory sales and other taxes, charges and fees that may be due and owing upon sales by the Academy GME of Products. Upon written request from the AcademyGME, ▇▇▇▇▇▇▇▇▇▇ shall provide the Academy GME with such certificates or other 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, packaged and delivered by ▇▇▇▇▇▇▇▇▇▇ to GME. All Products shall be labeled, advertised, marketed, sold and distributed by the Academy GME in compliance with the rules and regulations regulations, as amended from time to time, of the (i) all applicable governmental authority authorities within the Territory in which the Products are marketed, as amended from time to time, and (ii) all other applicable laws, rules and regulations. GME 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 and/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 The Academy GME shall not make any alterations or permit any alterations to be made to the Products without ▇▇▇▇▇▇▇▇▇▇'▇ written consent. 3.8 GME shall assume all responsibility for its compliance 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 ▇▇▇▇▇▇▇▇▇▇ may suffer or incur by reason of GME's non-compliance with such applicable laws, regulations and requirements concerning said Registration, inventory, use, promotion, distribution and sale and shall hold ▇▇▇▇▇▇▇▇▇▇ harmless from any claim resulting therefrom being directed against ▇▇▇▇▇▇▇▇▇▇ or GME by any third party. 3.9 GME agrees 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 ▇▇▇▇▇▇▇▇▇▇ and or from the applicable governmental authorityauthorities. 3.8 The Academy 3.10 GME 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 ▇▇▇▇▇▇▇▇▇▇ in writing. 3.9 The Academy agrees that ▇▇▇▇▇▇▇▇▇▇ shall have the right to inspect the Academy's facilities at all reasonable times to ensure the Academy's compliance with the provisions of this Agreement. 3.10 The Academy 3.11 GME will actively and aggressively promote promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. The Academy GME 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 ▇▇▇▇▇▇▇▇▇▇, any competitive wound care, skin care, oral care or incontinence care or other pharmaceutical products that compete product which is competitive with any of the ProductsProduct listed on Exhibit A at such time. 3.12 GME 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. Article

Certain Performance Requirements. 3.1 The Academy Penta agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. The Academy will Penta shall not, under any circumstances, either directly or indirectly through third partiesParties, promote, market, sell, or distribute or ship Products within or to, or for ultimate use within, the United States or any place outside the Territory. 3.2 In order to assure ▇▇▇▇▇▇▇▇▇▇ that the Academy Penta is not repatriating Products in compliance with Article 3.1, Penta agrees that: (a) Penta shall send to the United States or elsewhere outside the Territory, the Academy agrees that upon request from ▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ may examinequarterly sales reports which set forth the number of units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and copy at the Academy's headquarters: (a) All invoices related to the sale of whom such Products by the Academywere sold and/or distributed during such quarter; (b) All sales reports on the number and price of units of each Product sold; (c) All monthly Penta shall send to ▇▇▇▇▇▇▇▇▇▇ quarterly inventory reports of the Products; and (dc) The Academy also agrees that ▇▇▇▇▇▇▇▇▇▇ may ▇▇▇▇ for identification all Products sold by ▇▇▇▇▇▇▇▇▇▇ to the Academy Penta hereunder. 3.3 The Academy Penta shall promptly provide ▇▇▇▇▇▇▇▇▇▇ with written reports of any importation or sale of any of the Products in the Territory of which Penta has knowledge from any source other than ▇▇▇▇▇▇▇▇▇▇, as well as with any other information which ▇▇▇▇▇▇▇▇▇▇ may reasonably request in order to be updated on the market conditions in the Territory. 3.4 Penta shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy Penta shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required standards of all by applicable governmental authorities. All such inventory and Penta's facilities shall be subject to inspection by ▇▇▇▇▇▇▇▇▇▇ or its agents at all reasonable times. 3.4 The Academy shall provide a report to ▇▇▇▇▇▇▇▇▇▇ no later than January 15 and July 15 of each year regarding the previous six-month period ended December 31 and June 30, respectively. The report shall contain (i) reports on sales of Products by the Academy during such six-month period, by Product, and including information on the number and price of units sold, (ii) a current list of customers and (iii) any other information that the Academy believes would be useful to ▇▇▇▇▇▇▇▇▇▇ or that ▇▇▇▇▇▇▇▇▇▇ may reasonably requestupon 72 hours written notice. 3.5 The Academy Penta shall be responsible for and shall collect all governmental and regulatory sales and other taxes, charges and fees that may be due and owing upon sales by the Academy Penta of Products. Upon written request from the AcademyPenta, ▇▇▇▇▇▇▇▇▇▇ shall provide the Academy Penta with such certificates or other 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, packaged and delivered by ▇▇▇▇▇▇▇▇▇▇ to Penta. All Products shall be labeled, advertised, marketed, sold and distributed by the Academy Penta in compliance with the rules and regulations regulations, as amended from time to time, of the (i) all applicable governmental authority authorities within the Territory in which the Products are marketed, as amended from time to time, and (ii) all other applicable laws, rules and regulations. Penta 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 and/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 The Academy Penta shall not make any alterations or permit any alterations to be made to the Products without ▇▇▇▇▇▇▇▇▇▇'▇ written consent. 3.8 Penta shall assume all responsibility 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 ▇▇▇▇▇▇▇▇▇▇ may suffer or incur by reason of said Registration, inventory, use, promotion, distribution and sale and shall hold ▇▇▇▇▇▇▇▇▇▇ harmless from any claim resulting therefrom being directed against ▇▇▇▇▇▇▇▇▇▇ or Penta by any third party. 3.9 Penta agrees 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 ▇▇▇▇▇▇▇▇▇▇ and or from the applicable governmental authorityauthorities. 3.8 The Academy 3.10 Penta 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 ▇▇▇▇▇▇▇▇▇▇ in writing. 3.9 The Academy 3.11 Penta shall actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. Penta 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 ▇▇▇▇▇▇▇▇▇▇, any competitive oral care product. 3.12 Penta 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. Penta's auditor shall hand over to ▇▇▇▇▇▇▇▇▇▇ at the end of each 12-month period during the term of the Agreement a declaration that the accounts rendered are correct. ▇▇▇▇▇▇▇▇▇▇ shall have the right to inspect the Academy's facilities have such books, records, and accounts examined, at all reasonable times to ensure the Academy's compliance with the provisions of this Agreementits expense, by a qualified accountant nominated by ▇▇▇▇▇▇▇▇▇▇. 3.10 The Academy will actively and aggressively promote the sale of the Products to all customers and potential customers within the Territory. The Academy agrees not to market, sell or distribute to any customers or potential customers in the Territory any wound care, skin care, incontinence care or other pharmaceutical products that compete with any of the Products.