Common use of Certain Performance Requirements Clause in Contracts

Certain Performance Requirements. 3.1. HEMOPHARM agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within Territory. HEMOPHARM will not, under any cicumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory, except if otherwise agreed by the Parties. 3.2. In order to assure Carrington that HEMOPHARM is in compliance with Article 3.1, HEMXXXXXX xxxees that: (a) HEMOPHARM will send to Carrington quarterly sales reports which set forth the number xx xxxxx xnd sizes of each Product sold, the net sales, the number of units of free medical samples distributed; (b) HEMOPHARM will send to Carrington quarterly inventory reports of the Products; and (x) Xarrington may mark for identification all Products sold by Cxxxxxxxxx to HEMOXXXXM hereunder. 3.3. HEMOPHARM shall xxxxxxxx provide Carrington with written reports of any importation or salx xx xxx of the Products in the Territory of which HEMOPHARM has knowledge from any source other than Carrington, as well as with any other information which Carringtxx xxx xeasonably request in order to be updated on txx xxxxxx conditions in the Territory. 3.4. HEMOPHARM shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. HEMOPHARM shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. All such inventory and HEMOPHARM's facilities shall be subject to inspection by Carrington or its agents upon 72 hours written notice. 0.0. HEMOPHARM shall be reponsible for and shall collect all governmental and regulatory sales and other taxes, charges and fess that may be due and owing upon sales by HEMOPHARM of Products. Upon written request from HEMOPHARM, Carrington shall provide HEMOPHARM with such certificates or 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 and delivered by Carrington to HEMOPHARM's consignement stock. All Producxx xxxxx be labeled, advertised, marketed, sold and distributed by HEMOPHARM in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. HEMOPHARM 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. HEMOPHARM shall not make any alterations or permit any to be made to the Products without Carrington's written consent. 3.8. HEMOPHARM shall assumx xxx xxxxonsibility for and comply with all applicable laws, regulations and requirements concering the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly, in case HEMOPHARM operates otherwise, it shall hold Carrington harmels from any claim resulting therefrom being dxxxxxxx xxainst Carrington or HEMOPHARM by any third party. 3.9. HEMOPHAXX xxxxxx not to make, or permit any of its employees, agents or representative to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. 0.00. HEMOPHARM shall not use 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 Carington in writing. 3.11. HEMOPHARM will actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. HEMOPHARM 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, or incontinenxx xxxx xxoduct, except the products already existing in HEMOPHARM's Production programme and the ones being presently developed by HEMOPHARM. 3.12. HEMOPHARM represents that its books, records and accounts pertaining to all its operations hereunder are complete and acurate in all material respects and have been maintained in accordance with sound and generally accepted accouting principles. HEMOPHARM's auditor shall deliver to Carrington, in acordance with Article 14, at the end of each 12-xxxxx xxxxod during the term of the Agreement, a declaration that the accounts rendered are correct.

Certain Performance Requirements. 3.1. HEMOPHARM 3.1 CSC agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. HEMOPHARM CSC will not, under any cicumstancescircumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory, except if otherwise agreed by the Parties. 3.2. 3.2 In order to assure Carrington that HEMOPHARM CSC is in compliance with Article 3.1, HEMXXXXXX xxxees thatCSC xxxxxx xxat: (a) HEMOPHARM CSC will send to Carrington quarterly annual sales reports which set forth the number xx xxxxx xnd xxx xxxxer of units and sizes of each Product sold, the net sales, the number of units of free medical samples distributed, and to which countries such Products were sold and/or distributed during such year; (b) HEMOPHARM CSC will send to Carrington quarterly annual inventory reports of the Products; and (x) Xarrington Carrington may mark for identification all Products sold by Cxxxxxxxxx Carxxxxton to HEMOXXXXM CSC hereunder. 3.3. HEMOPHARM 3.3 CSC shall xxxxxxxx provide promptlx xxxxxxx Carrington with written reports of any importation or salx sale xx xxx of xx the Products in the Territory of which HEMOPHARM CSC has knowledge from any source other than Carrington, as well as with any other information which Carringtxx xxx xeasonably Xxxxxxxxxn may reasonably request in order to be updated on txx xxxxxx updaxxx xx xhe market conditions in the Territory. 3.4. HEMOPHARM 3.4 CSC shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. HEMOPHARM CSC shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. All such inventory and HEMOPHARMCSC's facilities shall be subject to inspection by Carrington or its agents upon 72 hours written notice. 0.0. HEMOPHARM 0.0 CSC shall be reponsible responsible for and shall collect all governmental and regulatory sales and other taxes, charges and fess fees that may be due and owing upon sales by HEMOPHARM CSC of Products. Upon written request from HEMOPHARMCSC, Carrington shall provide HEMOPHARM CSC with such certificates or xxxxx xocuments xxxuments as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6. 3.6 All Products shall be packaged and delivered by Carrington to HEMOPHARM's consignement stockCSC. All Producxx xxxxx Products shall be labeled, advertisedadvexxxxxx, marketedxxrketed, sold and distributed by HEMOPHARM CSC in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. HEMOPHARM CSC shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington's standard packaging materials, designs, methods and/or procedures, (ii) any language modifications to the packaging or labeling and/or (iii) any additions to inserts in the general packaging.. The Parties shall agree on minimum production runs for such custom labels. 3.7. HEMOPHARM 3.7 CSC shall not make any alterations or permit any alterations to be made to the Products without Carrington's written consent. 3.8. HEMOPHARM 3.8 CSC shall assumx assuxx xxx xxxxonsibility xxxxxnsibility for and comply with all applicable laws, regulations and requirements concering concerning the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondinglycorrespondingly for any damage, in case HEMOPHARM operates otherwiseclaim, it 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 harmels harmless from any claim resulting therefrom being dxxxxxxx xxainst bexxx xxxxxted against Carrington or HEMOPHARM CSC by any third party. 3.9. HEMOPHAXX 3.9 CSC xxxxxx not xot to make, or permit any of its employees, agents or representative representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. 0.00. HEMOPHARM 3.10 CSC shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carington Carrington in writing. 3.11. HEMOPHARM 3.11 CSC will actively and aggressively axxxxxxxxxxy promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. HEMOPHARM CSC agrees not to manufacture, promote, market, sell or distribute to any customers or potential customers in the Territory without ninety (90) days written notice to and approval from Carrington, any directly competitive wound care, skin care, or incontinenxx xxxx xxoduct, except the products already existing in HEMOPHARM's Production programme and the ones being presently developed by HEMOPHARMproduct. 3.12. HEMOPHARM represents 3.10 XXX xxpresents that its books, records and accounts pertaining to all its operations hereunder are complete and acurate accurate in all material respects and have been maintained in accordance with sound and generally accepted accouting accounting principles. HEMOPHARM's auditor shall deliver to Carrington, in acordance with Article 14, at the end of each 12-xxxxx xxxxod during the term of the Agreement, a declaration that the accounts rendered are correct.

Certain Performance Requirements. 3.1. HEMOPHARM 3.1 Saude agrees to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. HEMOPHARM Saude will not, under any cicumstancescircumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products within or to, or for ultimate use within, the United States or any place outside the Territory, except if otherwise agreed by the PartiesTerritory subject to EC requirements. 3.2. 3.2 In order to assure Carrington that HEMOPHARM Saude is in compliance with Article 3.1, HEMXXXXXX xxxees thatSaude xxxxxx xxxt: (a) HEMOPHARM Saude will send to Carrington quarterly sales reports which set forth the number xx xxxxx xnd txx xxxxxx 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 were sold and/or distributed during such quarter; (b) HEMOPHARM Saude will send to Carrington quarterly inventory reports of the ProductsProductx; andxxx (xc) Xarrington Carrington may mark for identification all Products sold by Cxxxxxxxxx Carringxxx to HEMOXXXXM Saude hereunder. 3.3. HEMOPHARM 3.3 Saude shall xxxxxxxx provide promptlx xxxxxxx Carrington with written reports of any importation or salx sale ox xxx xx xxx of the xhe Products in the Territory of which HEMOPHARM Saude has knowledge from any source other than Carrington, as well as with any other information which Carringtxx Carringxxx xxx xeasonably xxasonably request in order to be updated on txx the xxxxxx conditions xxnditions in the Territory. 3.4. HEMOPHARM 3.4 Saude shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. HEMOPHARM Saude shall maintain all its inventory of Products clearly segregated and meeting all storage and other standards required by applicable governmental authorities. All such inventory and HEMOPHARM's facilities . 3.5 Saude shall be subject to inspection by Carrington or its agents upon 72 hours written notice. 0.0. HEMOPHARM shall be reponsible responsible for and shall collect all governmental and regulatory sales VAT and other taxes, charges and fess taxes (excluding license fees) that may be due and owing upon sales by HEMOPHARM Saude of Products. Upon written request from HEMOPHARMSaude, Carrington shall provide HEMOPHARM Saude with such certificates or xxxxx xocuments other doxxxxxxx as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees. 3.6. 3.6 All Products shall be packaged and labeled for sale and delivered by Carrington to HEMOPHARM's consignement stockSaude subject to and accordance with all local xxxxx xnd regulations. Upon mutual agreement. however, final packaging may occur in Portugal. All Producxx xxxxx Products shall be labeled, advertised, marketed, sold and distributed by HEMOPHARM Saude in compliance with the rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. HEMOPHARM Saude shall pay all expenses associated with (i) any alterations to the packaging and labeling of the Products which deviate from Carrington's Carrington s standard packaging materials, designs, methods and/or proceduresaxx/xx xxxxedures, (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. HEMOPHARM 3.7 Saude shall not make any alterations or knowingly permit any alterations to be made to the Products without Carrington's written consent. 3.8. HEMOPHARM 3.8 Saude shall assumx assume xxx xxxxonsibility xxxxxxxxbility for and comply with all applicable laws, regulations and requirements concering concerning the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondinglycorrespondingly for any damage, in case HEMOPHARM operates otherwiseclaim, it liability, loss or expense which Carrington may suffer or incur by reason of said inventory, use, xxxxxxxon, distribution and sale and shall hold Carrington harmels harmless from any claim resulting therefrom being dxxxxxxx xxainst dixxxxxx xxxinst Carrington or HEMOPHARM Saude by any third party. 3.9. HEMOPHAXX xxxxxx not 3.9 Saude agrxxx xxx to make, or permit any of its employees, agents or representative representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. 0.00. HEMOPHARM 0.00 Saude 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 Carington Carrington in writing. 3.11. HEMOPHARM will actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. HEMOPHARM 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, or incontinenxx xxxx xxoduct, except the products already existing in HEMOPHARM's Production programme and the ones being presently developed by HEMOPHARM. 3.12. HEMOPHARM represents that its books, records and accounts pertaining to all its operations hereunder are complete and acurate in all material respects and have been maintained in accordance with sound and generally accepted accouting principles. HEMOPHARM's auditor shall deliver to Carrington, in acordance with Article 14, at the end of each 12-xxxxx xxxxod during the term of the Agreement, a declaration that the accounts rendered are correct.

Certain Performance Requirements. 3.1. HEMOPHARM 3.1 Orthovita agrees to use commercially reasonable efforts to promote, market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use in the Field within the Territory. HEMOPHARM Orthovita will notnot knowingly, under any cicumstancescircumstances, either directly or indirectly through third parties, promote, market, sell, or distribute Products (a) within or to, or for ultimate use within, the United States or any place outside the Territory, except if otherwise agreed by or (b) for use outside the PartiesField. 3.2. 3.2 In order to assure Carrington Cohesion that HEMOPHARM Orthovita is in compliance with Article Section 3.1, HEMXXXXXX xxxees that: (a) HEMOPHARM will send to Carrington quarterly sales reports which set forth the number xx xxxxx xnd sizes of each Product sold, the net sales, the number of units of free medical samples distributed; (b) HEMOPHARM will send to Carrington quarterly inventory reports of the Products; and (x) Xarrington Orthovita agrees that Cohesion may mark xxxx for identification all Products sold by Cxxxxxxxxx Cohesion to HEMOXXXXM Orthovita hereunder, as approved by the Joint Commercial Operations Committee. 3.3. HEMOPHARM 3.3 Orthovita shall xxxxxxxx promptly provide Carrington with written reports of any importation or salx xx xxx of the Products in the Territory of which HEMOPHARM has knowledge from any source other than Carrington, as well as Cohesion with any other information which Carringtxx xxx xeasonably Cohesion may reasonably request in order to be updated on txx xxxxxx the Product-related market conditions in the Territory. Orthovita shall, and shall ensure that its Agents shall, also promptly notify Cohesion if Orthovita becomes aware of any products marketed or sold in the Territory that appear to be equivalent to any of the Products. 3.4. HEMOPHARM 3.4 Provided that Cohesion has supplied Products to Orthovita in accordance with the terms of this Agreement, Orthovita shall maintain a sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. HEMOPHARM Orthovita shall maintain all of its inventory of Products in a manner that is clearly segregated and meeting that meets all storage and other standards required by applicable governmental authoritiesauthorities and as reasonably required by Cohesion. All Cohesion shall provide Orthovita with any such inventory requirements, and HEMOPHARM's any amendments thereto, in advance in writing. Those portions of Orthovita’s facilities where Products are stored shall be subject to inspection by Carrington Cohesion or its agents upon 72 seventy-two (72) hours prior written notice, but no more than once per Calendar Year; provided that if such an inspection reveals that Orthovita is not in compliance with this Section 3.4, then Cohesion shall be entitled to inspect Orthovita’s facilities at reasonable intervals until such time as Orthovita is in compliance with this Section 3.4 for an entire Calendar Year. For all Cohesion inspection requests under this Section 3.4, Orthovita shall promptly respond to Cohesion’s requests for inspection and the Parties shall agree on the time, scope and manner of the inspection. 0.0. HEMOPHARM 3.5 Orthovita shall be reponsible responsible for and shall collect all governmental and regulatory sales and other taxes, charges charges, duties and fess fees that may be due and owing upon sales of Products by HEMOPHARM of ProductsOrthovita. Upon written request from HEMOPHARMOrthovita, Carrington Cohesion shall provide HEMOPHARM Orthovita with such certificates or xxxxx xocuments other documents as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges charges, duties and fees. 3.6. All 3.6 Except during the time in which Orthovita has assumed oversight and management of Product manufacturing, all Products shall be packaged and labeled for sale and delivered by Carrington or on behalf of Cohesion to HEMOPHARM's consignement stock. All Producxx xxxxx be labeled, advertised, marketed, sold Orthovita subject to and distributed by HEMOPHARM in compliance accordance with the all local rules and regulations, as amended from time to time, of (i) all applicable governmental authorities within and in conformance with the Territory in which the Products are marketed, and (ii) all other applicable laws, rules and regulations. HEMOPHARM shall pay all expenses associated with (i) any alterations to the packaging and labeling mutually agreed upon instructions of the Products which deviate from Carrington's standard packaging materials, designs, methods and/or procedures, (ii) Joint Sales and Marketing Committee. Neither Party shall use 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. HEMOPHARM shall not make any alterations or permit any to be made to the Products without Carrington's written consent. 3.8. HEMOPHARM shall assumx xxx xxxxonsibility for and comply with all applicable laws, regulations and requirements concering the Registration, inventory, use, promotion, distribution and sale of the Products in the Territory and correspondingly, in case HEMOPHARM operates otherwise, it shall hold Carrington harmels from any claim resulting therefrom being dxxxxxxx xxainst Carrington or HEMOPHARM by any third party. 3.9. HEMOPHAXX xxxxxx not to make, or permit any of its employees, agents or representative to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington or from the applicable governmental authorities. 0.00. HEMOPHARM shall not use label, advertisement or marketing material on on, or with respect to or relating to any the promotion, marketing, distribution and sale of, Product in the Field in the Territory unless such label, advertisement or marketing material has first been submitted to and approved in writing by Carington in writingthe Joint Sales and Marketing Committee. 3.11. HEMOPHARM 3.7 Neither Party shall make any alterations or knowingly permit any alterations to be made to the Products in the Field in the Territory without the other Party’s prior written consent. 3.8 Orthovita agrees not to make, or permit any of its employees, agents or representatives to make, any claims or representations relating to any Product, unless such claims or representations have received prior written approval from Cohesion and from the applicable Regulatory Authorities. 3.9 Orthovita will use commercially reasonable efforts to actively and aggressively promote, develop demand for and maximize the sale of the Products to all customers and potential customers within the Territory. HEMOPHARM agrees not to manufacture, promote, market, sell or distribute to any customers or potential customers Territory for use in the Field; provided that all Products shall be advertised, marketed, sold and distributed by Orthovita, and Product inventory shall be maintained by Orthovita, in compliance with the rules and regulations, as amended from time to time, of (a) all applicable Regulatory Authorities within the Territory without ninety in which the Products are marketed, and (90b) days written notice to all other applicable laws, rules and approval from Carringtonregulations. Orthovita shall promote a Product within the Field only for indications covered by the labeling and literature that accompany the Product and that have been approved, any competitive wound care, skin care, cleared or incontinenxx xxxx xxoduct, except otherwise allowed by the products already existing applicable Regulatory Authorities in HEMOPHARM's Production programme and the ones being presently developed by HEMOPHARMcountry in which such promotion occurs. 3.123.10 If either Party becomes aware of any Adverse Events, it shall promptly notify the other Party and provide reasonable assistance in evaluating and investigating and, when necessary, Cohesion shall report such Adverse Event to the applicable Regulatory Authority. HEMOPHARM represents that its booksThe Parties shall comply with any necessary corrective action and with all applicable reporting laws, records rules and accounts pertaining to all its operations hereunder are complete and acurate in all material respects and have been maintained in accordance with sound and generally accepted accouting principles. HEMOPHARM's auditor shall deliver to Carrington, in acordance with Article 14, at the end of each 12-xxxxx xxxxod during the term of the Agreement, a declaration that the accounts rendered are correctregulations governing Adverse Events.