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 Xxxxxxxxxx that the Academy is not repatriating Products to the United States or elsewhere outside the Territory, the Academy agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx 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 Xxxxxxxxxx may xxxx for identification all Products sold by Xxxxxxxxxx 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 Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx 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, Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 GBV 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 GBV 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 Xxxxxxxxxx that the Academy GBV is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy GBV agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquarterswritten request: (a) All invoices related GBV will send to Xxxxxxxxxx a quarterly sales report (not more than once quarterly) which sets forth the sale number of Products by the Academy;units and sizes of each Product sold, 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 Xxxxxxxxxx may xxxx for identification all Products sold by Xxxxxxxxxx to the Academy GBV hereunder. 3.3 The Academy GBV shall promptly provide Xxxxxxxxxx with written reports of any importation or sale of any of the Products in the Territory of which GBV has knowledge from any source other than Xxxxxxxxxx, as well as with any other information which Xxxxxxxxxx may reasonably request in order to be updated on the market conditions in the Territory. 3.4 GBV shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segmentsseGBVnts. The Academy GBV 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 GBV's facilities shall be subject to inspection by Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably requestupon 72 hours written notice. 3.5 The Academy GBV 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 GBV of Products. Upon written request from the AcademyGBV, Xxxxxxxxxx shall provide the Academy GBV 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 Xxxxxxxxxx to GBV. All Products shall be labeled, advertised, marketed, sold and distributed by the Academy GBV 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. GBV 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 G B V shall not make any alterations or permit any alterations to be made to the Products without Xxxxxxxxxx'x written consent. 3.8 GBV 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 Xxxxxxxxxx may suffer or incur by reason of GBV's non-compliance with such applicable laws, regulations a n d requirements concerning said Registration, inventory, use, promotion, distribution and sale and shall hold Xxxxxxxxxx harmless from any claim resulting therefrom being directed against Xxxxxxxxxx or GBV by any third party. 3.9 GBV 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 Xxxxxxxxxx and or from the applicable governmental authorityauthorities. 3.8 The Academy 3.10 GBV 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 Xxxxxxxxxx in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 GBV will actively and aggressively promote promote, develop demand for and maximize the sale of the Products to all customers and potential p o tential customers within the Territory. The Academy GBV 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 Xxxxxxxxxx, 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 GBV 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 The Academy 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. The Academy Suco will not, under any circumstances, either directly or indirectly through third parties, 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 Xxxxxxxxxx that the Academy Suco is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy Suco agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersthat: (a) All invoices related Suco will send to the sale of Products by the Academy; (b) All Xxxxxxxxxx monthly sales reports on in a mutually agreed upon format which set forth mutually agreed upon items such as the number and price of units of each Product sold; (cb) All monthly Suco will send to Xxxxxxxxxx quarterly inventory reports of the Products; and (dc) The Academy also agrees that Xxxxxxxxxx may xxxx for identification all Products sold by Xxxxxxxxxx to the Academy Suco hereunder. 3.3 The Academy Suco shall promptly provide Xxxxxxxxxx with written reports of any importation or sale of any of the Products in the Territory if Suco has knowledge thereof from any source other than Xxxxxxxxxx, as well as with any other information which Xxxxxxxxxx may reasonably request in order to be updated on the market conditions in the Territory. 3.4 Suco shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy Suco 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 Suco's facilities shall be subject to inspection by Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably requestupon 72 hours written notice. 3.5 The Academy 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 the Academy Suco of Products. Upon written request from the AcademySuco, Xxxxxxxxxx shall provide the Academy 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, packaged and delivered by Xxxxxxxxxx to Suco. All Products shall be labeled, advertised, marketed, sold and distributed by the Academy Suco 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, marketed and (ii) all other applicable laws, rules and regulations. 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 The Academy Suco shall not make any alterations or permit any alterations to be made to the Products, except as mutually agreed to in Section 3.6 above.. 3.8 S u c o shall be responsible for complying with all 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 Suco may suffer or i n cur by reason of said Registration filing, inventory, use, promotion, distribution and sale and shall hold Xxxxxxxxxx harmless from any claim resulting therefrom being directed against Xxxxxxxxxx by any third party. Provided, however, Xxxxxxxxxx warrants and represents that the products supplied by Xxxxxxxxxx to Suco shall conform to Xxxxxxxxxx'x 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, Xxxxxxxxxx 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 Xxxxxxxxxx, Xxxx 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 Xxxxxxxxxx and or from the applicable governmental authorityauthorities. 3.8 The Academy 3.10 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 Xxxxxxxxxx in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 Suco 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 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 Xxxxxxxxxx, any competitive wound care, skin care, or incontinence care product. 3.12 Suco represents that its books, records and accounts pertaining to all its operations hereunder associated with Xxxxxxxxxx products or other pharmaceutical products that compete sales are complete and accurate in all material respects and have been maintained in accordance with any sound and generally accepted accounting principles. Suco's auditor shall deliver to Xxxxxxxxxx, in accordance with Article 13, at the end of each 12-month period during the term of the ProductsAgreement, a declaration that the accounts rendered are correct. Xxxxxxxxxx shall have the right to have such books, records, and accounts examined, at its expense, by a qualified accountant nominated by Xxxxxxxxxx.

Certain Performance Requirements. 3.1 The Academy PiSA 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 PiSA 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 Xxxxxxxxxx Carrington that the Academy PiSA is not repatriating xxxxxxxxxing Products to the United States or elsewhere outside the Territory, the Academy PiSA agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersthat: (a) All invoices related PiSA will send to the sale of Products by the Academy; (b) All Carrington a monthly sales reports on xxxxxx xx the number and price of units of each Product sold; (cb) All PiSA will send to Carrington a monthly inventory reports inventxxx xxxxxx of the Products; and and (dc) The Academy also agrees that Xxxxxxxxxx Carrington may xxxx mark for identification idexxxxxxxxxxn all Products Xxxducts sold by Xxxxxxxxxx Carrington to the Academy hereunderPiSA hereundex. 3.3 The Academy PiSA shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy PiSA 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 Xxxxxxxxxx Carrington or its agents at all reasonable timeswixx 00 xxxxs written notice. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably request. 3.5 The Academy PiSA 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 PiSA of Products. Upon written request from the AcademyPiSA, Xxxxxxxxxx Carrington shall provide the Academy with such PiXX xxxx xxch 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 3.5 All Products shall be packaged, labeled, advertised, marketed, sold and distributed by the Academy PiSA in compliance with the rules and regulations of the applicable governmental authority within the Territory territory in which the Products are marketed, as amended from time to time, and (ii) all other applicable laws, rules and regulations. 3.7 The Academy 3.6 PiSA 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 Xxxxxxxxxx Carrington and from the applicable governmental appxxxxxxx xxvernmental authority. 3.8 The Academy 3.7 PiSA 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 Xxxxxxxxxx Carrington in writing. 3.9 The Academy 0.0 PiSA agrees that Xxxxxxxxxx Carrington shall have the right to inspect the Academyrxxxx xx xxspect PiSA's facilities at all reasonable times to ensure the AcademyPiSA's compliance with the provisions of this Agreement. 3.10 The Academy 3.9 PiSA will actively and aggressively promote the sale of the Products to all customers and potential customers within the Territory. The Academy PiSA agrees not to market, sell or distribute to any customers or potential customers in the Territory without ninety (90) days written notice to Carrington, any wound care, skin xxxx xxxx, or incontinence care, incontinence care or other pharmaceutical products that compete with any of the Products.

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 Xxxxxxxxxx that the Academy Penta is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy Penta agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersthat: (a) All invoices related Penta shall send to Xxxxxxxxxx quarterly sales reports which set forth the sale number 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 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 Xxxxxxxxxx quarterly inventory reports of the Products; and (dc) The Academy also agrees that Xxxxxxxxxx may xxxx for identification all Products sold by Xxxxxxxxxx to the Academy Penta hereunder. 3.3 The Academy Penta shall promptly provide Xxxxxxxxxx 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 Xxxxxxxxxx, as well as with any other information which Xxxxxxxxxx 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 Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx 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, Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx'x 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 Xxxxxxxxxx may suffer or incur by reason of said Registration, inventory, use, promotion, distribution and sale and shall hold Xxxxxxxxxx harmless from any claim resulting therefrom being directed against Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx in writing. 3.9 The Academy agrees that Xxxxxxxxxx 3.11 Penta 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 promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. The Academy 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 Xxxxxxxxxx, any wound carecompetitive oral care product. 3.12 Penta represents that its books, skin care, incontinence care or other pharmaceutical products that compete records and accounts pertaining to all its operations hereunder are complete and accurate in all material respects and have been maintained in accordance with any sound and generally accepted accounting principles. Penta's auditor shall hand over to Xxxxxxxxxx at the end of each 12-month period during the term of the ProductsAgreement a declaration that the accounts rendered are correct. Xxxxxxxxxx shall have the right to have such books, records, and accounts examined, at its expense, by a qualified accountant nominated by Xxxxxxxxxx.

Certain Performance Requirements. 3.1 The Academy 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. The Academy Schein will not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, or distribute or ship Products within or to, or for ultimate use within, the United States or any place outside the TerritoryTerritory subject to EC requirements. 3.2 In order to assure Xxxxxxxxxx Carrington that the Academy Schein is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersSchein xxxxxx xxxt: (a) All invoices related Schein will send to Carrington quarterly sales reports which set forth thx xxxxxx xf units and sizes of each Product sold, the sale net sales, the number of units of free medical samples distributed, and to 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 Schein will send to Carrington quarterly inventory reports of the Products; andxxx (dc) The Academy also agrees that Xxxxxxxxxx Carrington may xxxx mark for identification all Products sold by Xxxxxxxxxx to the Academy Xarringtxx xo Schein hereunder. 3.3 The Academy Schein shall promptlx xxxxxxx Carrington with written reports of any importation or sale of xxx xx xxe Products in the Territory of which Schein has knowledge from any source other than Carrington, as well as with any other information which Carringtxx xxx xxxsonably request in order to be updated on the mxxxxx xxxxitions in the Territory. 3.4 Schein shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy Schein 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 shall be subject to inspection by Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably request. 3.5 The Academy Schein shall be responsible for and shall collect all governmental and regulatory sales VAT and other taxes, charges and fees taxes (excluding license fees) that may be due and owing upon sales by the Academy Schein of Products. Upon written request from the AcademySchein, Xxxxxxxxxx Carrington shall provide the Academy Schein 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, packaged and labeled for sale and delivered by Carrington to Schein subject to and accordance with all local xxxxx xxx regulations. All Products shall be advertised, marketed, sold and distributed by the Academy Schein 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. 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 anx/xx xxxxxdures, (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 agrees Schein shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8 Schein shall assume axx xxxxxxxxxility 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, xxxxxxxxn, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom being direxxxx xxxxxst Carrington or Schein by any third party. 3.9 Schein agrxxx xxx 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 Xxxxxxxxxx and Carrington or from the applicable governmental authorityauthorities. 3.8 The Academy 0.00 Xxxxin 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 Xxxxxxxxxx Carrington in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 Trudell agrees to promote, marketxxxxxx, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. The Academy Trudell will not, under any circumstancesanx xxxxxmstances, either directly or indirectly through third parties, knowingly 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 Xxxxxxxxxx Carrington that the Academy Trudell is not repatriating Products xxx xxxxxriatinx Xxxxxcts to the United States or elsewhere outside the Territory, the Academy Trudell agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersthat: (a) All invoices related Xxxxxxx will send to the sale of Products by the Academy; (b) All sales reports Carrixxxxx x quarterly salxx xxxxxx on the number and price of units of each Product sold; (cb) All monthly inventory reports Trudell will send to Carrixxxxx x quarterly invxxxxxx xxxort of the Products; and (dc) The Academy also agrees that Xxxxxxxxxx Carrington may xxxx mark for identification all Products idxxxxxxxxxxon alx Xxoducts sold by Xxxxxxxxxx Carrington to the Academy hereunderTrudell herexxxxx. 3.3 The Academy shall 0.3 Trxxxxx xhall maintain a sufficient sxxxxxxxnt inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy Trudell shall maintain all its inventory xxx xxventory 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 Xxxxxxxxxx Carrington or its agents at all reasonable timesdxxxxx xxxxal business hours with 72 hours written notice. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably request. 3.5 The Academy Trudell shall be responsible for responsibxx xxx 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 Trudell of ProductsProducts in Canxxx. Upon Xpon written request from the AcademyTrudell, Xxxxxxxxxx Carrington shall provide the Academy with xxxxxxx Xxxxxxx xxxh such certificates or certificxxxx xx other documents as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and feesfees for Canadian sales. 3.6 3.5 All Products shall be packaged, labeled, advertised, marketed, sold and distributed by the Academy Trudell in compliance with the rules xxx xxles and regulations of the applicable governmental authority within the Territory in which the Products are marketed, as amended from time to time, and (ii) all other applicable laws, rules and regulations. 3.7 The Academy 3.6 Trudell agrees not to make, or permit xx xxrmit 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 Xxxxxxxxxx Carrington and from the applicable governmental apxxxxxxxx xovernmental 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 Xxxxxxxxxx in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 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. The Academy Vincula will not, under any circumstances, either directly or indirectly through third parties, 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 Xxxxxxxxxx Carrington that the Academy Vincula is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersVincuxx xxxxxx that: (a) All invoices related Vincula will send to Carrington quarterly sales reports which set forth thx xxxxxx xf units and sizes of each Product sold, the sale net sales, the number of units of free medical samples distributed, and to 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 Vincula will send to Carrington quarterly inventory reports of the Products; andxxx (dc) The Academy also agrees that Xxxxxxxxxx Carrington may xxxx mark for identification all Products sold by Xxxxxxxxxx to the Academy Xarringtxx xo Vincula hereunder. 3.3 The Academy Vincula shall promptxx xxxxxxx Carrington with written reports of any importation or sale of xxx xx xxe Products in the Territory of which Vincula has knowledge from any source other than Carrington, as well as with any other information which Caxxxxxxxx xay reasonably request in order to be updated ox xxx xxrket conditions in the Territory. 3.4 Vincula shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy Vincula shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required standards of all by applicable governmental authoritiesauthorities and Carrington. Carrington shall provide any such requirements in xxxxxxx in xxxxxxx. All such inventory and Vincula's facilities shall be subject to inspection by Xxxxxxxxxx Carrington or its agents at all reasonable timesupon 72 hours written notice. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably request. 3.5 The Academy 3.0 Xxxxxxa 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 Vincula of Products. Upon written request from the AcademyVincula, Xxxxxxxxxx Carrington shall provide the Academy Vincula with such certificates or other documents xxxxx xocuments 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 Carrington to Vincula. All Products shall be labeled, advertisedadvertisxx, marketedxxxxxxed, sold and distributed by the Academy Vincula 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. Vincula 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 agrees V i ncula shall not make any alterations or permit any alterations to be made to the Products without Carrington's written consent. 3.8 Vincula shall assumx xxx xxxxxnsibility 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 Registration, xxxxxxxxx, use, promotion, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom beinx xxxxxxxd against Carrington or Vincula by any third party. 3.9 Vincula xxxxxx xot 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 Xxxxxxxxxx and Carrington or from the applicable governmental authorityauthorities. 3.8 The Academy 0.00 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 Xxxxxxxxxx Carrington in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 Vincula will actively and aggressively promote aggrxxxxxxxx xromote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. The Academy 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 wound carecompetitive products. 3.12 Relative to txx xxxxxxxution of Carrington products, skin careVincula represents that its books, incontinence care or other pharmaceutical products that compete recorxx xxx xxxounts pertaining to all its operations hereunder are complete and accurate in all material respects and have been maintained in accordance with any of sound and generally accepted accounting principles. Carrington shall have the Productsright to have such books, records, xxx xxxxxnts examined, at its expense, by a qualified accountant nominated by Carrington.

Certain Performance Requirements. 3.1 The Academy 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. The Academy will Recordati shall not, under any circumstances, either directly or indirectly through third parties, promote, market, sell, distribute (i) promote or ship 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 Xxxxxxxxxx that the Academy Recordati is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy Recordati agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersthat: (a) All invoices related Recordati shall send to Xxxxxxxxxx quarterly sales reports which set forth the sale number of units and sizes of each Product sold; the number of units of free medical samples distributed, and to whom, if any, such Products by were sold and/or distributed outside the Academy;Territory during such quarter; and (b) All sales reports on the number and price of units of each Product sold; (c) All monthly Recordati shall send to Xxxxxxxxxx quarterly inventory reports of the Products; and. (dc) The Academy also agrees that Xxxxxxxxxx may xxxx Recordati shall send a forecast of anticipated annual sales for identification all Products sold the upcoming year by Xxxxxxxxxx to no later than December 1, of the Academy hereunderpreceding year. 3.3 The Academy Recordati shall promptly provide Xxxxxxxxxx with written reports of any importation or sale of any of the Products in the Territory of which Recordati has knowledge from any source other than Xxxxxxxxxx, as well as with any other information which Xxxxxxxxxx may reasonably request in order to be updated on the market conditions in the Territory. 3.4 Recordati shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy Recordati shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required standards of all by applicable governmental authoritiesGovernmental Authorities. All such inventory and Recordati s facilities shall be subject to inspection by Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx no later upon five (5) business days written notice and not more 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 once in any twelve (i12) 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably request. 3.5 The Academy 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 the Academy Recordati of Products. Upon written request from the AcademyRecordati, Xxxxxxxxxx shall provide the Academy 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, labeled, advertised, marketed, sold and distributed by the Academy Recordati in compliance the Italian Registration and with the rules and regulations regulations, as amended from time to time, of the (i) all applicable governmental authority Governmental 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. 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 additional inserts in the general packaging. The Parties shall agree on minimum production runs for such custom labels. 3.7 Save as provided in Article 3.6, Recordati shall not make any alterations or permit any alterations to be made to the Products. 3.7 The Academy 3.8 Recordati shall 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. 3.9 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 Xxxxxxxxxx and or from the applicable governmental authorityGovernmental Authorities. 3.8 The Academy 3.10 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 Xxxxxxxxxx in writing. Approval by Xxxxxxxxxx shall be deemed granted if no response is received from Xxxxxxxxxx within thirty (30) days from Recordati s submission. 3.9 The Academy agrees that Xxxxxxxxxx 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 Recordati 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 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 Xxxxxxxxxx, any competitive wound care, skin care, incontinence care or other pharmaceutical products that compete with any of the Productsproduct.

Certain Performance Requirements. 3.1 The Academy 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. The Academy EAMI will not, under any circumstances, either directly or indirectly through third parties, 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 Xxxxxxxxxx Carrington that the Academy EAMI is not repatriating Products to the United States or elsewhere outside the Territoryin compliance with Article 3.1, the Academy agrees that upon request from Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquartersEAXX xxxxxx that: (a) All invoices related EAMI will send to Carrington annual sales reports which set forth xxx xxxxer of units and sizes of each Product sold, the sale net sales and the number of Products by the Academyunits of free medical samples distributed; (b) All sales EAMI will send to Carrington annual inventory reports on of the number and price of units of each Product sold;Produxxx; xxx (c) All monthly inventory reports of the Products; and (d) The Academy also agrees that Xxxxxxxxxx Carrington may xxxx mark for identification all Products sold by Xxxxxxxxxx Carxxxxton to the Academy EAMI hereunder. 3.3 The Academy EAMI shall promptxx xxxxxxx Carrington with written reports of any importation or sale xx xxx xx the Products in the Territory of which EAMI has knowledge from any source other than Carrington, as well as with any other information which Xxxxxxxxxn may reasonably request in order to be updaxxx xx xhe market conditions in the Territory. 3.4 EAMI shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. The Academy EAMI 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 shall be subject to inspection by Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx may reasonably request. 3.5 The Academy EAMI 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 EAMI of Products. Upon written request from the AcademyEAMI, Xxxxxxxxxx Carrington shall provide the Academy EAMI with such certificates or other documents xxxxx xxxuments 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 delivered by Carrington to EAMI. After agreed upon volumes have been decixxx xxxx between the Parties to ensure economic local Packaging, all Products shall be packaged, labeled, advertised, marketed, sold and distributed by the Academy EAMI 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. EAMI 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 agrees EAMI shall not make any alterations or permit any alterations to be made to the Products without Carrington's written consent. 3.8 EAMI shall axxxxx xxx xesponsibility 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 Registraxxxx, xxxxntory, use, promotion, distribution and sale and shall hold Carrington harmless from any claim resulting therefrom bexxx xxxxxted against Carrington or EAMI by any third party. 3.9 EAMI xxxxxx 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 Xxxxxxxxxx and Carrington or from the applicable governmental authorityauthorities. 3.8 The Academy 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 Xxxxxxxxxx Carrington in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 EAMI will actively and aggressively promote axxxxxxxxxxy promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. The Academy 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, incontinence care or other pharmaceutical products incoxxxxxxxx xare product. 3.12 EAMI represents that compete 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 any of the Productssound and generally accepted accounting principles.

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 Xxxxxxxxxx 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 Xxxxxxxxxx. Xxxxxxxxxx may examine, and copy at the Academy's headquarterswritten request: (a) All invoices related GME will send to Xxxxxxxxxx a quarterly sales report (not more than once quarterly) which sets forth the sale number of Products by the Academy;units and sizes of each Product sold, 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 Xxxxxxxxxx may xxxx for identification all Products sold by Xxxxxxxxxx to the Academy GME hereunder. 3.3 The Academy GME shall promptly provide Xxxxxxxxxx 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 Xxxxxxxxxx, as well as with any other information which Xxxxxxxxxx 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 Xxxxxxxxxx or its agents at all reasonable times. 3.4 The Academy shall provide a report to Xxxxxxxxxx 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 Xxxxxxxxxx or that Xxxxxxxxxx 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, Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx'x 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 Xxxxxxxxxx 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 Xxxxxxxxxx harmless from any claim resulting therefrom being directed against Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx in writing. 3.9 The Academy agrees that Xxxxxxxxxx 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 Xxxxxxxxxx, 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