Common use of Certain Performance Requirements Clause in Contracts

Certain Performance Requirements. 3.1 CSC agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. CSC 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. 3.2 In order to assure Carrington that CSC is in compliance with Article 3.1, CSC ▇▇▇▇▇▇ ▇▇at: (a) CSC will send to Carrington annual sales reports which set forth ▇▇▇ ▇▇▇▇er of units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to which countries such Products were sold and/or distributed during such year; (b) CSC will send to Carrington annual inventory reports of the Products; and (▇) Carrington may mark for identification all Products sold by Car▇▇▇▇ton to CSC hereunder. 3.3 CSC shall promptl▇ ▇▇▇▇▇▇▇ Carrington with written reports of any importation or sale ▇▇ ▇▇▇ ▇▇ the Products in the Territory of which CSC has knowledge from any source other than Carrington, as well as with any other information which ▇▇▇▇▇▇▇▇▇n may reasonably request in order to be upda▇▇▇ ▇▇ ▇he market conditions in the Territory. 3.4 CSC shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. CSC 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 CSC's facilities shall be subject to inspection by Carrington or its agents upon 72 hours written notice. ▇.▇ CSC 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 CSC of Products. Upon written request from CSC, Carrington shall provide CSC with such certificates or ▇▇▇▇▇ ▇▇▇uments 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 delivered by Carrington to CSC. All Products shall be labeled, adve▇▇▇▇▇▇, ▇▇rketed, sold and distributed by CSC 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. CSC 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 CSC shall not make any alterations or permit any alterations to be made to the Products without Carrington's written consent. 3.8 CSC shall assu▇▇ ▇▇▇ ▇▇▇▇▇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 Registra▇▇▇▇, ▇▇▇▇ntory, use, promotion, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom be▇▇▇ ▇▇▇▇▇ted against Carrington or CSC by any third party. 3.9 CSC ▇▇▇▇▇▇ ▇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. 3.10 CSC 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 CSC 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. CSC 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 directly competitive product. 3.1▇ ▇▇▇ ▇▇presents 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 CSC Suco agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. CSC Suco 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. 3.2 In order to assure Carrington ▇▇▇▇▇▇▇▇▇▇ that CSC Suco is in compliance with Article 3.1, CSC Suco agrees that: (a) Suco will send to ▇▇▇▇▇▇▇▇▇▇ ▇▇at: (a) CSC will send to Carrington annual monthly sales reports in a mutually agreed upon format which set forth ▇▇▇ ▇▇▇▇er of units and sizes of each Product sold, the net sales, mutually agreed upon items such as the number of units of free medical samples distributed, and to which countries such Products were sold and/or distributed during such yeareach Product sold; (b) CSC Suco will send to Carrington annual ▇▇▇▇▇▇▇▇▇▇ quarterly inventory reports of the Products; and (▇c) Carrington may mark for identification all Products sold by Car▇▇▇▇ton to CSC hereunder. 3.3 CSC shall promptl▇ ▇▇▇▇▇▇▇ Carrington may ▇▇▇▇ for identification all Products sold by ▇▇▇▇▇▇▇▇▇▇ to Suco hereunder. 3.3 Suco shall promptly provide ▇▇▇▇▇▇▇▇▇▇ with written reports of any importation or sale ▇▇ ▇▇▇ ▇▇ of any of the Products in the Territory of which CSC if Suco has knowledge thereof from any source other than Carrington▇▇▇▇▇▇▇▇▇▇, as well as with any other information which ▇▇▇▇▇▇▇▇▇n ▇ may reasonably request in order to be upda▇▇▇ ▇▇ ▇he updated on the market conditions in the Territory. 3.4 CSC Suco shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. CSC Suco 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 CSCSuco's facilities shall be subject to inspection by Carrington ▇▇▇▇▇▇▇▇▇▇ or its agents upon 72 hours written notice. ▇.▇ CSC 3.5 Suco 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 CSC Suco of Products. Upon written request from CSCSuco, Carrington shall provide CSC with such certificates or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇uments shall provide Suco 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 and delivered by Carrington ▇▇▇▇▇▇▇▇▇▇ to CSCSuco. All Products shall be labeled, adve▇▇▇▇▇▇advertised, ▇▇rketedmarketed, sold and distributed by CSC Suco 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, marketed and (ii) all other applicable laws, rules and regulations. CSC Suco 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 CSC Suco shall not make any alterations or permit any alterations to be made to the Products without Carrington's written consent.Products, except as mutually agreed to in Section 3.6 above.. 3.8 CSC S u c o shall assu▇▇ ▇▇▇ ▇▇▇▇▇nsibility be responsible for and comply complying with all applicable a p p l icable laws, regulations and requirements concerning the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory. Suco shall assume full responsibility for the Registration filing, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly for any damage, claim, liability, loss or expense which Carrington Suco may suffer or incur i n cur by reason of said Registra▇▇▇▇Registration filing, ▇▇▇▇ntoryinventory, use, promotion, distribution and sale and shall hold Carrington ▇▇▇▇▇▇▇▇▇▇ harmless from any claim resulting therefrom be▇▇▇ being directed against ▇▇▇▇▇ted against Carrington or CSC by any third party. 3.9 CSC ▇▇▇▇▇▇ by any third party. Provided, however, ▇ot ▇▇▇▇▇▇▇▇▇ warrants and represents that the products supplied by ▇▇▇▇▇▇▇▇▇▇ to Suco shall conform to ▇▇▇▇▇▇▇▇▇▇'▇ standards and specifications and that if any claim or demand is made for damages or liability resulting from the product, raw material and active ingredients, if any, contained therein, or industrial property rights pertaining thereto, except as hereinbelow stated, ▇▇▇▇▇▇▇▇▇▇ shall be solely responsible for such claims or demands and shall hold Suco harmless therefore. In the event that, following delivery of the Product to Suco, the Product is improperly transported or stored, is mishandled, becomes contaminated or is otherwise damaged through no fault of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ shall be solely responsible for any claim or demand made in regard to the Product. 3.9 Suco 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 Carrington ▇▇▇▇▇▇▇▇▇▇ or from the applicable governmental authorities. 3.10 CSC Suco 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 CSC will actively and a▇▇▇▇▇▇▇▇▇▇y ▇ in writing. 3.11 Suco will actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. CSC Suco 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 directly competitive wound care, or incontinence care product. 3.1▇ ▇▇▇ ▇▇presents 3.12 Suco represents that its books, records and accounts pertaining to all its operations hereunder associated with ▇▇▇▇▇▇▇▇▇▇ products or sales are complete and accurate in all material respects and have been maintained in accordance with sound and generally accepted accounting principles. Suco's auditor shall deliver to ▇▇▇▇▇▇▇▇▇▇, in accordance with Article 13, 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 have such books, records, and accounts examined, at its expense, by a qualified accountant nominated by ▇▇▇▇▇▇▇▇▇▇.

Certain Performance Requirements. 3.1 CSC Recordati agrees to promote, market, sell promote and distribute market the Products only to customers and potential customers within the Territory for ultimate use within the Territory. CSC will Recordati shall not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, (i) promote or distribute market Products within or to, or for ultimate use within, the United States or any place outside the Territory, or (ii) establish any branch or warehouse for the distribution or sale of the Products outside the Territory. 3.2 In order to assure Carrington ▇▇▇▇▇▇▇▇▇▇ that CSC Recordati is in compliance with Article 3.1, CSC Recordati agrees that: (a) Recordati shall send to ▇▇▇▇▇▇▇▇▇▇ ▇▇at: (a) CSC will send to Carrington annual quarterly sales reports which set forth ▇▇▇ ▇▇▇▇er the number of units and sizes of each Product sold, the net sales, ; the number of units of free medical samples distributed, and to which countries whom, if any, such Products were sold and/or distributed outside the Territory during such year;quarter; and (b) CSC will Recordati shall send to Carrington annual inventory reports of the Products; and (▇) Carrington may mark for identification all Products sold by Car▇▇▇▇ton to CSC hereunder. 3.3 CSC shall promptl▇ ▇▇▇▇▇▇▇ Carrington quarterly inventory reports of the Products. (c) Recordati shall send a forecast of anticipated annual sales for the upcoming year by no later than December 1, of the preceding year. 3.3 Recordati shall promptly provide ▇▇▇▇▇▇▇▇▇▇ with written reports of any importation or sale ▇▇ ▇▇▇ ▇▇ of any of the Products in the Territory of which CSC Recordati has knowledge from any source other than Carrington▇▇▇▇▇▇▇▇▇▇, as well as with any other information which ▇▇▇▇▇▇▇▇▇n ▇ may reasonably request in order to be upda▇▇▇ ▇▇ ▇he updated on the market conditions in the Territory. 3.4 CSC Recordati shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. CSC Recordati shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authoritiesGovernmental Authorities. All such inventory and CSC's Recordati s facilities shall be subject to inspection by Carrington ▇▇▇▇▇▇▇▇▇▇ or its agents upon 72 hours five (5) business days written noticenotice and not more than once in any twelve (12) month period. ▇.▇ CSC 3.5 Recordati 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 CSC Recordati of Products. Upon written request from CSCRecordati, Carrington shall provide CSC with such certificates or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇uments shall provide Recordati 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 and delivered by Carrington to CSC. All Products shall be labeled, adve▇▇▇▇▇▇advertised, ▇▇rketedmarketed, sold and distributed by CSC Recordati in compliance the Italian Registration and with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities Governmental Authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. CSC Recordati 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, and (ii) any language modifications to the packaging or labeling and/or (iii) any additions to additional inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labels. . 3.7 CSC Save as provided in Article 3.6, Recordati shall not make any alterations or permit any alterations to be made to the Products without Carrington's written consentProducts. 3.8 CSC Recordati shall assu▇▇ ▇▇▇ ▇▇▇▇▇nsibility assume all responsibility for and at all times comply with all applicable laws, regulations and requirements concerning the Registration and the Italian 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 Registra▇▇▇▇, ▇▇▇▇ntory, use, promotion, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom be▇▇▇ ▇▇▇▇▇ted against Carrington or CSC by any third partyTerritory. 3.9 CSC ▇▇▇▇▇▇ ▇ot Recordati 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 Carrington ▇▇▇▇▇▇▇▇▇▇ or from the applicable governmental authoritiesGovernmental Authorities. 3.10 CSC Recordati shall not use any packaging, label, advertisement or marketing material on or with respect to or relating to any Product unless such packaging, label, advertisement or marketing material has first been submitted to and approved by Carrington in writing. 3.11 CSC will actively and a▇▇▇▇▇▇▇▇▇▇ in writing. Approval by ▇y ▇▇▇▇▇▇▇▇▇ shall be deemed granted if no response is received from ▇▇▇▇▇▇▇▇▇▇ within thirty (30) days from Recordati s submission. 3.11 Recordati will actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. CSC Recordati 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 directly competitive wound care product. 3.1▇ ▇▇▇ ▇▇presents 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.