Common use of Distributor Obligations Clause in Contracts

Distributor Obligations. Micrus shall use its commercially reasonable efforts to cause G▇▇▇ Bros. Co., Ltd. (hereinafter referred to as “G▇▇▇”) to obtain all necessary Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary. At Distributor’s own expense, Distributor shall use its best efforts to obtain and maintain Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary for any Products which are not covered by the Marketing Authorizations obtained by G▇▇▇. Specifically, Distributor agrees that it will undertake to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name for the sole purpose of performing under this Agreement and enabling the distribution of Products under this Agreement. Micrus shall deliver to Distributor all relevant scientific, clinical, toxicological, all animal trials and human clinical trial and manufacturing data in the possession of Micrus for Distributor to obtain and maintain such Marketing Authorizations in the name of Micrus or its subsidiary. If clinical trials are required for regulatory purposes on any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial and other data relating to the Products (whether furnished by Micrus or developed by Distributor) shall be deemed proprietary and confidential information of Micrus under Article VII but may be disclosed by Distributor to the appropriate governmental agency only to the extent necessary to obtain the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtained, and to act at all times in a manner consistent with such Marketing Authorizations. Distributor agrees that promptly upon the expiration or earlier termination of this Agreement, for any reason, Distributor shall transfer all Marketing Authorizations and reimbursement approvals held by Distributor relating to this Agreement to either Micrus or a third party as instructed by Micrus, provided that Micrus shall reimburse all out-of-pocket costs incurred by Distributor to effect such transfer.

Distributor Obligations. Micrus shall You, as Distributor, represent and warrant to Entegris that you will: A. Perform as a stocking distributor or manufacturer's representative as specified below and use its commercially reasonable efforts to cause G▇▇▇ Bros. Co., Ltd. (hereinafter referred to as “G▇▇▇”) to obtain all necessary Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary. At Distributor’s own expense, Distributor shall use its your best efforts to obtain stock, market and maintain Marketing Authorizations and reimbursement approvals under the name sell products within your Area of Micrus or its subsidiary for any Products which are not covered Primary Responsibility. B. Refer to us all inquiries received by the Marketing Authorizations obtained by G▇▇▇. Specifically, Distributor agrees that it will undertake to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name you for the sole purpose sale of performing under this Agreement the products outside your Area of Primary Responsibility and enabling the distribution otherwise refrain from facilitation of Products under this Agreement. Micrus shall deliver to Distributor all relevant scientific, clinical, toxicological, all animal trials and human clinical trial and manufacturing data in the possession sales through you outside of Micrus for Distributor to obtain and maintain such Marketing Authorizations in the name of Micrus your territory. C. Not enter into any contracts or its subsidiary. If clinical trials are required for regulatory purposes on other commitments binding us without our prior written consent. D. Not make any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of representation or give any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial and other data warranty relating to the Products products other than those expressly stated in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (whether furnished including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties. E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Micrus Entegris. F. During the term of this Agreement you will refrain from selling, and refrain from having any involvement or developed by Distributor) connection with the sale of, any products or services competitive with those of Entegris. Entegris shall be deemed proprietary entitled to enforce the provisions of this Section by a temporary restraining order and confidential information temporary and permanent injunctions (collectively, "specific performance"). G. Not make any purchase on our behalf or pledge our credit. H. Sell our products under the Entegris-Registered Trademark-, Inc. label. I. Keep your account current: Net 30 days from date of Micrus under Article VII but invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be disclosed terminated immediately. J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer. K. Report inventory values monthly, submitted to Entegris by Distributor to the appropriate governmental agency only to 20th day of the extent necessary to obtain the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtainedsubsequent month, and reported on a Distributor cost basis. L. Work with Entegris to act at all times in develop and update on a manner consistent with such Marketing Authorizationsquarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor agrees that promptly upon the expiration or earlier termination of this Agreement, for any reason, Distributor shall transfer all Marketing Authorizations and reimbursement approvals held by Distributor relating to this Agreement to either Micrus or a third party as instructed by Micrus, provided that Micrus shall reimburse all out-of-pocket costs incurred by Distributor to effect such transfercost.

Distributor Obligations. Micrus shall use its commercially reasonable efforts Distributor hereby accepts the rights and obligations of a Fiagon NA distributor pursuant to cause G▇▇▇ Bros. Co., Ltd. (hereinafter referred to as “G▇▇▇”) to obtain all necessary Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary. At Distributor’s own expense, Distributor shall use its best efforts to obtain and maintain Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary for any Products which are not covered by the Marketing Authorizations obtained by G▇▇▇. Specifically, Distributor agrees that it will undertake to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name for the sole purpose of performing under this Agreement and enabling the distribution agrees that, so long as this Agreement is in effect, it will: a. Promote, demonstrate and sell Products using best efforts with a view to generating increased sale of Products under pursuant to this Agreement. Micrus Distributor agrees to provide detailed sales activity reporting to Fiagon NA with the frequency and content established in Fiagon NA’s standard dealer policies and to similarly report on Product usage and other information requested by Fiagon NA as part of its marketing efforts; b. Maintain well-trained and informed sales, marketing and technical personnel. Within the schedule attached as Exhibit D, Distributor will appoint a member(s) of its staff to become the Fiagon® systems subject matter expert(s) in order to support the efforts of Distributor’s sales personnel. Distributor will provide the resources reasonably necessary to enable its personnel to competently present and support the Products to potential customers. Until subject matter excellence is achieved by Distributor, it shall, for major sales opportunities, be entitled to request sales assistance from Fiagon NA. Distributor will provide Fiagon NA with sufficient notice of such presentations to make necessary arrangements. Fiagon NA shall deliver be entitled to test the specified Fiagon® subject matter experts to assess whether Distributor all relevant scientific, clinical, toxicological, all animal trials has complied with this obligation; c. Maintain a sufficient inventory of Products to ensure prompt delivery of customers when orders are placed; d. Deliver Products with the original unaltered labeling and human clinical trial logos to customers in Fiagon® packaging and manufacturing data with the instructions and materials provided by the manufacturer; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. e. Pay for the Products at the prices and upon the terms and conditions set forth in this Agreement (including exhibits and attachments) or otherwise established by Fiagon NA; f. Provide technical support services to purchasers of Products in the possession Territory, including “first line” evaluation or treatment of Micrus for Distributor to obtain warranty issues; g. Make no representations or warranties of Product performance beyond the written representations made by Fiagon in its advertising or otherwise make false or misleading representations or warranties concerning the Products; h. Promptly and maintain such Marketing Authorizations in the name of Micrus or its subsidiary. If clinical trials are required for regulatory purposes on any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus accurately comply with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial all FDA and other data reporting requirements relating to the experiences with use of the Products (whether furnished in the fashion directed by Micrus Fiagon NA’s policies including, without limitation, reports of material malfunctions, death or developed disability required under 21 CFR § 803; i. Provide to Fiagon NA quarterly estimates of Distributor’s anticipated purchases per month during the up-coming 12 months in the manner described in Fiagon NA’s applicable policies and promptly notify Fiagon NA if Distributor anticipates a material departure from its estimates for the upcoming period(s). A failure to accurately forecast purchases shall not constitute a breach of this Agreement but may affect the timing of delivery of Products ordered by Distributor) shall be deemed proprietary ; j. Aspire to purchase the dollar value of Products that are prescribed in the Performance Standards attached hereto as Exhibit E; k. Comply with all laws or regulations applicable to it or to its activity of purchasing Products from Fiagon NA and confidential information marketing and reselling Products in the Territory; l. Refrain from marketing or selling any image-guided surgery navigation system products that are substitutes for the Products or any other products that directly compete with the Products. The Parties understand that a product does not “directly compete” with a Product if it performs the same function in a materially different way. For example, a tool used to confirm the location of Micrus under Article VII but may be disclosed a surgical instrument by Distributor to endoscopic visualization or by transdermal illumination does not “directly compete” with an IGS system that confirms the appropriate governmental agency only to location of the extent necessary to obtain instrument by computer-assisted extrapolation of the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product instruments position; m. Upon request, cooperate with Fiagon NA employees in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtainedconnection with marketing, sales, and Product support initiatives of Fiagon NA directed to act at all times customers and potential customers in a manner consistent with such Marketing Authorizations. Distributor agrees that promptly upon the expiration or earlier termination Territory; n. Throughout the term of this Agreement, including any sell-off period in accordance with Section 8.f hereof, obtain and maintain at its own cost and expense, from a qualified insurance company, commercial general liability insurance, for the entire Territory, naming Fiagon as an additional named insured; such insurance shall include [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. blanket contractual lability, operations liability, advertising injury, and cross lability with an amount of coverage of at least $5,000,000 per occurrence and products liability insurance with an amount of coverage of at least $10,000,000 per occurrence; such insurance amounts may be met via a combination of primary and umbrella policies; such policy or policies shall provide for thirty (30) days’ written notice to Fiagon from the insurer in the event of any reasoncancellation or termination of the policy and shall endeavor to notify Fiagon in the event of a modification of the policy; Distributor shall, Distributor shall transfer upon written request, provide Fiagon with proof that such insurance is in force; o. Adhere to all Marketing Authorizations policies and reimbursement approvals held procedures published by Distributor relating to Fiagon NA for implementation of its distributor relationships, unless such policies and procedures violate any terms of this Agreement to either Micrus or a third party Agreement; p. To market Fiagon’s premium IGS System as instructed by Micrusthe preferred system for hospital customers, provided that Micrus Entellus shall reimburse all out-of-pocket costs incurred by Distributor retain the right to effect such transfer.sell any Fiagon basic IGS system to its hospital customers; and q. To comply with the obligations contained in Exhibit H.

Distributor Obligations. Micrus a. Unless otherwise agreed to in writing by SELLER, any expense incurred by DISTRIBUTOR in distributing the Licensed Products in the Field of Use in the territory shall be borne by DISTRIBUTOR. b. DISTRIBUTOR shall be solely responsible for complying with all regulations and laws relating to the export, import, transportation, sale and use of the Licensed Products by DISTRIBUTOR and its commercially reasonable efforts customers, representatives and distributors and sub-distributors, including regulations and laws relating to cause G▇▇▇ Bros. Co.approval of registration of or filing of information in respect of Licensed Products in the Field of Use; labeling, Ltd. (hereinafter referred literature, and directions for use of the Licensed Products in the Field of Use, and all customs regulations. In addition, DISTRIBUTOR shall keep SELLER advised of the steps it proposes to take, or has taken, in order to comply with all applicable regulations and laws relating to the approval, registration, filing of information, labeling, distribution, use and sale of the Licensed Products. c. DISTRIBUTOR shall furnish to SELLER by December 1 and June 1 of each calendar year during the Initial Term or any Extended Term of this Agreement, a written forecast on a monthly basis of the quantity of Licensed Products DISTRIBUTOR estimates it will require for distribution during the six months extending January 1 through June 30, and July 1 through December 31, respectively, in order to ensure adequate product supply and availability. DISTRIBUTOR understands and agrees that because of the manner in which Licensed Products are manufactured SELLER needs significant lead time with respect to Licensed Products to be manufactured by SELLER for DISTRIBUTOR. Therefore, provision by DISTRIBUTOR of accurate sales forecasts is critical to SELLER's ability to have Licensed Products available for DISTRIBUTOR. DISTRIBUTOR'S forecasts shall include product codes and units for each product and shall be sent to SELLER's president at the address for notices set forth at the end of this Agreement. DISTRIBUTOR shall notify SELLER in writing of any changes to its business or in markets DISTRIBUTOR services which may or will result in material changes to any forecast as “G▇▇▇”) soon as possible after DISTRIBUTOR learns of the change. Seller shall notify DISTRIBUTOR as soon as Seller knows if SELLER will not be able to obtain all necessary Marketing Authorizations and reimbursement approvals under deliver the name forecasted quantities of Micrus or its subsidiaryLicensed Products at the times requested by DISTRIBUTOR. At Distributor’s own expense, Distributor shall SELLER will use its best efforts to obtain and maintain Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary for any Products which capacity to timely fulfill such orders as are not covered placed by DISTRIBUTOR in accordance with the Marketing Authorizations obtained by G▇▇▇. Specifically, Distributor agrees that it will undertake forecasts. d. DISTRIBUTOR shall report to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name SELLER monthly DISTRIBUTOR's actual sales for the sole purpose of performing under this Agreement and enabling the distribution of Products under this Agreement. Micrus shall deliver prior month to Distributor all relevant scientificenable SELLER to track DISTRIBUTOR's actual sales against projected customer sales, clinical, toxicological, all animal trials and human clinical trial and manufacturing data in the possession of Micrus for Distributor such monthly sales to obtain and maintain such Marketing Authorizations in the name of Micrus or its subsidiary. If clinical trials are required for regulatory purposes be reported on any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial and other data relating to the Products (whether furnished country by Micrus or developed by Distributor) shall be deemed proprietary and confidential information of Micrus under Article VII but may be disclosed by Distributor to the appropriate governmental agency only to the extent necessary to obtain the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtained, and to act at all times in a manner consistent with such Marketing Authorizations. Distributor agrees that promptly upon the expiration or earlier termination of this Agreement, for any reason, Distributor shall transfer all Marketing Authorizations and reimbursement approvals held by Distributor relating to this Agreement to either Micrus or a third party as instructed by Micrus, provided that Micrus shall reimburse all out-of-pocket costs incurred by Distributor to effect such transfercountry basis.

Distributor Obligations. Micrus shall You, as Distributor, represent and warrant to Entegris that you will: A. Perform as a stocking distributor or manufacturer's representative as specified below and use its commercially reasonable efforts to cause G▇▇▇ Bros. Co., Ltd. (hereinafter referred to as “G▇▇▇”) to obtain all necessary Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary. At Distributor’s own expense, Distributor shall use its your best efforts to obtain stock, market and maintain Marketing Authorizations and reimbursement approvals under the name sell products within your Area of Micrus or its subsidiary for any Products which are not covered Primary Responsibility. B. Refer to us all inquiries received by the Marketing Authorizations obtained by G▇▇▇. Specifically, Distributor agrees that it will undertake to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name you for the sole purpose sale of performing under this Agreement the products outside your Area of Primary Responsibility and enabling the distribution otherwise refrain from facilitation of Products under this Agreement. Micrus shall deliver to Distributor all relevant scientific, clinical, toxicological, all animal trials and human clinical trial and manufacturing data in the possession sales through you outside of Micrus for Distributor to obtain and maintain such Marketing Authorizations in the name of Micrus your territory. C. Not enter into any contracts or its subsidiary. If clinical trials are required for regulatory purposes on other commitments binding us without our prior written consent. D. Not make any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of representation or give any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial and other data warranty relating to the Products products other than those expressly stated in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (whether furnished including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties. E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Micrus Entegris. F. During the term of this Agreement you will refrain from selling, and refrain from having any involvement or developed by Distributor) connection with the sale of, any products or services competitive with those of Entegris. Entegris shall be deemed proprietary entitled to enforce the provisions of this Section by a temporary restraining order and confidential information temporary and permanent injunctions (collectively, "specific performance"). G. Not make any purchase on our behalf or pledge our credit. H. Sell our products under the Entegris(R), Inc. label. I. Keep your account current: Net 30 days from date of Micrus under Article VII but invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be disclosed terminated immediately. J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer. K. Report inventory values monthly, submitted to Entegris by Distributor to the appropriate governmental agency only to 20th day of the extent necessary to obtain the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtainedsubsequent month, and reported on a Distributor cost basis. L. Work with Entegris to act at all times in develop and update on a manner consistent with such Marketing Authorizationsquarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor agrees that promptly upon the expiration or earlier termination of this Agreement, for any reason, Distributor shall transfer all Marketing Authorizations and reimbursement approvals held by Distributor relating to this Agreement to either Micrus or a third party as instructed by Micrus, provided that Micrus shall reimburse all out-of-pocket costs incurred by Distributor to effect such transfercost.

Distributor Obligations. Micrus shall use its commercially reasonable efforts Distributor hereby accepts the rights and obligations of a Fiagon NA distributor pursuant to cause G▇▇▇ Bros. Co., Ltd. (hereinafter referred to as “G▇▇▇”) to obtain all necessary Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary. At Distributor’s own expense, Distributor shall use its best efforts to obtain and maintain Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary for any Products which are not covered by the Marketing Authorizations obtained by G▇▇▇. Specifically, Distributor agrees that it will undertake to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name for the sole purpose of performing under this Agreement and enabling the distribution agrees that, so long as this Agreement is in effect, it will: a. Promote, demonstrate and sell Products using best efforts with a view to generating increased sale of Products under pursuant to this Agreement. Micrus Distributor agrees to provide detailed sales activity reporting to Fiagon NA with the frequency and content established in Fiagon NA’s standard dealer policies and to similarly report on Product usage and other information requested by Fiagon NA as part of its marketing efforts; b. Maintain well-trained and informed sales, marketing and technical personnel. Within the schedule attached as Exhibit D, Distributor will appoint a member(s) of its staff to become the Fiagon® systems subject matter expert(s) in order to support the efforts of Distributor’s sales personnel. Distributor will provide the resources reasonably necessary to enable its personnel to competently present and support the Products to potential customers. Until subject matter excellence is achieved by Distributor, it shall, for major sales opportunities, be entitled to request sales assistance from Fiagon NA. Distributor will provide Fiagon NA with sufficient notice of such presentations to make necessary arrangements. Fiagon NA shall deliver be entitled to test the specified Fiagon® subject matter experts to assess whether Distributor all relevant scientific, clinical, toxicological, all animal trials has complied with this obligation; c. Maintain a sufficient inventory of Product to ensure prompt delivery of customers when orders are placed; d. Deliver Products with the original unaltered labeling and human clinical trial logos to customers in Fiagon® packaging and manufacturing data with the instructions and materials provided by the manufacturer; e. Pay for the Products at the prices and upon the terms and conditions set forth in this Agreement (including exhibits and attachments) or otherwise established by Fiagon NA; f. Provide technical support services to purchasers of Products in the possession Territory, including “first line” evaluation or treatment of Micrus for Distributor to obtain warranty issues; g. Make no representations or warranties of Product performance beyond the written representations made by Fiagon in its advertising or otherwise make false or misleading representations or warranties concerning the Products; h. Promptly and maintain such Marketing Authorizations in the name of Micrus or its subsidiary. If clinical trials are required for regulatory purposes on any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus accurately comply with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial all FDA and other data reporting requirements relating to the experiences with use of the Products (whether furnished in the fashion directed by Micrus Fiagon NA’s policies including, without limitation, reports of material malfunctions, death or developed disability required under 21 CFR § 803; i. Provide to Fiagon NA estimates of Distributor’s anticipated purchases during the up-coming quarter or year in the manner described in Fiagon NA’s applicable policies and promptly notify Fiagon NA if Distributor anticipates a material departure from its estimates for the upcoming period(s). A failure to accurately forecast purchases shall not constitute a breach of this Agreement but may affect the timing of delivery of Products ordered by Distributor) shall be deemed proprietary ; j. Aspire to purchase the dollar value of Products that are prescribed in the Performance Standards attached hereto as Exhibit E; k. Comply with all laws or regulations applicable to it or to its activity of purchasing Products from Fiagon NA and confidential information marketing and reselling Products in the Territory; l. Refrain from marketing or selling any image-guided surgery navigation system products that are substitutes for the Products or any other products that directly compete with the Products. The Parties understand that a product does not “directly compete” with a Product if it performs the same function in a materially different way. For example, a tool used to confirm the location of Micrus under Article VII but may be disclosed a surgical instrument by Distributor to endoscopic visualization or by transdermal illumination does not “directly compete” with an IGS system that confirms the appropriate governmental agency only to location of the extent necessary to obtain instrument by computer-assisted extrapolation of the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product instruments position; m. Upon request, cooperate with Fiagon NA employees in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtainedconnection with marketing, sales, and Product support initiatives of Fiagon NA directed to act at all times customers and potential customers in a manner consistent with such Marketing Authorizations. Distributor agrees that promptly upon the expiration or earlier termination Territory; n. Throughout the term of this Agreement, including any sell-off period in accordance with Section 8(e) hereof, obtain and maintain at its own cost and expense, from a qualified insurance company, commercial general liability insurance, for the entire Territory, naming Fiagon as an additional named insured; such insurance shall include blanket contractual liability, operations liability, advertising injury, and cross liability with an amount of coverage of at least $5,000,000 per occurrence and products liability insurance with an amount of coverage of at least $10,000,000 per occurrence; such insurance amounts may be met via a combination of primary and umbrella policies; such policy or policies shall provide for thirty (30) days’ written notice to Fiagon from the insurer in the event of any reasoncancellation or termination of the policy and shall endeavor to notify Fiagon in the event of a modification of the policy; Distributor shall, Distributor shall transfer upon written request, provide Fiagon with proof that such insurance is in force; and o. Adhere to all Marketing Authorizations policies and reimbursement approvals held procedures published by Distributor relating to Fiagon NA for implementation of its distributor relationships, unless such policies and procedures violate any terms of this Agreement to either Micrus or a third party as instructed by Micrus, provided that Micrus shall reimburse all out-of-pocket costs incurred by Distributor to effect such transferAgreement.

Distributor Obligations. Micrus shall use its commercially Distributor agrees that: (a) Distributor will provide NDC with full sales trace and rebate data in compliance with manufacturers and GPO requirements on a timely basis and in an electronic format as specified by NDC. Data should be submitted at least monthly (daily and weekly submissions are preferred) and sales trace/rebate Data should be submitted no later than the 5th of the month after the sale of product (or required dates by specific program guidelines); (b) Distributor will acquire and/or retain a Distributor Host System capable of providing the Data in the format(s) specified by NDC; (c) Distributor will allow NDC to conduct reasonable efforts audits of Distributor records pertaining to cause G▇▇▇ Bros. Co., Ltd. (hereinafter referred to as “G▇▇▇”) to obtain all necessary Marketing Authorizations the Data and reimbursement approvals under the name of Micrus or its subsidiaryServices. At This may require that NDC review Distributor’s own expensesales invoices, Distributor shall use its best efforts to obtain shipping and/or freight carrier documents, customer purchase orders and maintain Marketing Authorizations receipts relating thereto, as well as contract and reimbursement approvals under the name of Micrus or its subsidiary for any Products which are not covered by the Marketing Authorizations obtained by G▇▇▇end-user customer files. SpecificallyWhile routine audits will be based on sampling techniques, expanded testing may also be necessary and Distributor agrees that it will undertake NDC may contact Distributor’s customers to manageverify the quantities of product delivered. Audits shall be conducted upon reasonable advance notice during regular business hours, at Distributor’s expense, all regulatory work required principal office (or such other locations where Distributor’s records are normally maintained) and in such a manner as to obtain such Marketing Authorizations in the name of Micrus or its subsidiarynot unduly interfere with Distributor’s operations. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and take all steps necessary to obtain) and hold and maintain all Marketing Authorizations and reimbursement approvals in Distributor’s own name for the sole purpose of performing under this Agreement and enabling the distribution of Products under this Agreement. Micrus shall deliver to Distributor all relevant scientific, clinical, toxicological, all animal trials and human clinical trial and manufacturing data in the possession of Micrus for Distributor to obtain and maintain such Marketing Authorizations in the name of Micrus or its subsidiary. If clinical trials are required for regulatory purposes on any new products Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary it is found that Distributor has not reported sales data accurately or has misrepresented sales data, the cost of the audit will be borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial and other data relating to the Products (whether furnished by Micrus or developed in full by Distributor) shall be deemed proprietary and confidential information of Micrus under Article VII but . This cost may be disclosed by Distributor to the appropriate governmental agency only to the extent necessary to obtain the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtainedinclude charges for labor, outside consulting fees, and to act at all times in a manner consistent with such Marketing Authorizations. Distributor agrees that promptly upon the expiration or earlier termination of this Agreement, for any reason, Distributor shall transfer all Marketing Authorizations and reimbursement approvals held by Distributor relating to this Agreement to either Micrus or a third party as instructed by Micrus, provided that Micrus shall reimburse all out-of-pocket expenses incurred during the course of the audit. Distributor shall reimburse NDC for such costs incurred within thirty (30) days of receipt of invoice. NDC shall also have the right to offset any such costs from any account of Distributor maintained by NDC; (d) Distributor will not short-pay invoices or take estimated or prospective rebates with respect to Warehouse Vendor products; (e) Distributor will notify NDC immediately of any System or Data-related problems; (f) Products sold by Distributor and subject to effect such transferthe Services under this Agreement will be sold only to end-users and not for resale by any customer. It will be considered a breach of this Agreement if Distributor has knowledge of, or has reason to know that Warehouse Vendor products have not been sold for a customer's own use; (g) Distributor may only claim rebates for products purchased from the NDC warehouse or directly from the manufacturer. If it is determined that product was not purchased from a vendor sanctioned source, rebate credit will not be issued and access to the Sales Administration services may be closed, permanently. (h) Distributor is responsible for accurate billing to its customers and for maintaining current contract Data with NDC; (i) Distributor will comply with all manufacturer and national group purchasing organization requirements and/or contract terms; inclusive of Vendor contract numbers, GPO contract numbers and GPO facility identifiers or LIC numbers;