Common use of Supply and Distribution Clause in Contracts

Supply and Distribution. With respect to Far East Co-Marketing Countries, to the extent S-P and/or M determines to sell Cholesterol Products in the Far East, the Singapore Partnership will supply an Affiliate of S-P and/or M, as the case may be, with finished, unpackaged Cholesterol Products, for sale in those countries in the Far East determined by S-P or M respectively. Sales from the Singapore Partnership to the S-P Affiliates and the M Affiliates will be at the same price. Subject to the provisions of Sections 3.5.1 and/or 3.5.3, S-P and M will be entitled to commence marketing and selling Cholesterol Products in the Field in any Far East Co-Marketing Country at any time. S-P or M will market, promote and sell their Cholesterol Products independent of the other. S-P and M will have the right to introduce multiple brands of each Cholesterol Product in any Far East Co-Marketing Country. Each Distribution Party may sublicense and/or sell Cholesterol Products for sale and distribution in any Far East Co-Marketing Country to those distributors or sub-licensees, (i) in which a Distribution Party owns, directly or indirectly, at least [***] of the outstanding equity interests in such distributor or sub-licensee as of the date in which such distributor or sub-licensee commences the marketing and sale of the Cholesterol Products in such country, or (ii) that the Far East Operating Board have approved as a distributor or sub-licensee of the Distribution Party, provided, that if the Non-Distribution Party reasonably believes that the performance of such distributor or sub-licensee in the applicable country is unsatisfactory, then, the Non-Distribution Party, may request a discussion at the Far East Operating Board to consider whether such distributor's or Sub-licensee's performance in the applicable country is unsatisfactory. If, following such discussion, the Non-Distribution Party reasonably determines that the distributor's or sub-licensee's performance in the applicable country is unsatisfactory, then the Non-Distribution Party shall provide the Distribution Party with written notice, setting forth in reasonable detail the basis for such determination. Thereafter, such distributor or sub-licensee shall have sixty (60) days to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance. If, during such period, the distributor or sub-licensee fails to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance, then such distributor or sub-licensee shall cease to be a distributor or sub-licensee of the Distribution Party for the Cholesterol Products in the Field in such country and shall thereafter cease marketing and selling the Cholesterol Products in such country.

Supply and Distribution. With respect to Far East Co-Marketing Countriesall countries in Latin America, to the extent S-P and/or M determines to sell Cholesterol Products in the Far EastLatin America, the Singapore Partnership will supply an Affiliate of S-P and/or M, as the case may be, with finished, unpackaged Cholesterol Products, for sale in those countries in the Far East Latin America determined by S-P or M respectively. Sales from the Singapore Partnership to the S-P Affiliates Affiliate and to the M Affiliates Affiliate will be at the same price. Subject to the provisions of Sections 3.5.1 3.4.1 and/or 3.5.33.4.3, S-P and M will be entitled to commence marketing and selling Cholesterol Products in the Field in any Far East Co-Marketing Country country in Latin America at any time. S-P or M will market, promote and sell their Cholesterol Products independent of the other. S-P and M will have the right to introduce multiple brands of each Cholesterol Product in any Far East Co-Marketing Countrycountry in Latin America. Each of S-P and M (each, a “Distribution Party Party”) may sublicense and/or sell Cholesterol Products for sale and distribution in any Far East Co-Marketing Country country in Latin America to those distributors or sub-licensees, (i) in which a Distribution Party owns, directly or indirectly, at least [***] of the outstanding equity interests in such distributor or sub-licensee as of the date in which such distributor or sub-licensee commences the marketing and sale of the Cholesterol Products in such country, or (ii) that the Far East Operating Board Latin America Executive Sponsors (after consulting with and receiving the advice and recommendation of the WWOC) have approved as a distributor or sub-licensee of the Distribution Party, provided, that if the Non-Distribution Party reasonably believes that the performance of such distributor or sub-licensee in the applicable country is unsatisfactory, then, the Non-Distribution Party, may request a discussion at with the Far East Operating Board Latin America Executive Sponsors to consider whether such distributor's ’s or Subsub-licensee's ’s performance in the applicable country is unsatisfactory. If, following such discussion, the Non-Distribution Party reasonably determines that the distributor's ’s or sub-licensee's ’s performance in the applicable country is unsatisfactory, then the Non-Distribution Party shall provide the Distribution Party with written notice, setting forth in reasonable detail the basis for such determination. Thereafter, such distributor or sub-licensee shall have sixty (60) days to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance. If, during such period, the distributor or sub-licensee fails to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance, then such distributor or sub-licensee shall cease to be a distributor or sub-licensee of the Distribution Party for the Cholesterol Products in the Field in such country and shall thereafter cease marketing and selling the Cholesterol Products in such country.

Supply and Distribution. With respect to Far East Co-Marketing Countries, to the extent S-P and/or M determines to sell Cholesterol Products in the Far East, the Singapore Partnership will supply an Affiliate of S-P and/or M, as the case may be, with finished, unpackaged Cholesterol Products, for sale in those countries in the Far East determined by S-P or M respectively. Sales from the Singapore Partnership to the S-P Affiliates and the M Affiliates will be at the same price. Subject to the provisions of Sections 3.5.1 and/or 3.5.3, S-P and M will be entitled to commence marketing and selling Cholesterol Products in the Field in any Far East Co-Marketing Country at any time. S-P or M will market, promote and sell their Cholesterol Products independent of the other. S-P and M will have the right to introduce multiple brands of each Cholesterol Product in any Far East Co-Marketing Country. Each Distribution Party may sublicense and/or sell Cholesterol Products for sale and distribution in any Far East Co-Marketing Country to those distributors or sub-licensees, (i) in which a Distribution Party owns, directly or indirectly, at least [***] of the outstanding equity interests in such distributor or sub-licensee as of the date in which such distributor or sub-licensee commences the marketing and sale of the Cholesterol Products in such country, or (ii) that the Far East Operating Board have approved as a distributor or sub-licensee of the Distribution Party, provided, that if the Non-Distribution Party reasonably believes that the performance of such distributor or sub-licensee in the applicable country is unsatisfactory, then, the Non-Distribution Party, may request a discussion at the Far East Operating Board to consider whether such distributor's ’s or Sub-licensee's ’s performance in the applicable country is unsatisfactory. If, following such discussion, the Non-Distribution Party reasonably determines that the distributor's ’s or sub-licensee's ’s performance in the applicable country is unsatisfactory, then the Non-Distribution Party shall provide the Distribution Party with written notice, setting forth in reasonable detail the basis for such determination. Thereafter, such distributor or sub-licensee shall have sixty (60) days to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance. If, during such period, the distributor or sub-licensee fails to demonstrate to the Non-Distribution Party that it has cured such unsatisfactory performance, then such distributor or sub-licensee shall cease to be a distributor or sub-licensee of the Distribution Party for the Cholesterol Products in the Field in such country and shall thereafter cease marketing and selling the Cholesterol Products in such country.