Far East Board Countries Sample Clauses

Far East Board Countries. (1) As soon as reasonably practicable following the execution and delivery of this Agreement (or if the list of Far East Co-Promotion Countries is amended, upon the approval of such amendment by the Far East Operating Board), a Far East Co-Venture Agreement in the form attached hereto as Exhibit 13 (with such variations as may be necessary to comply with local laws and regulations), covering each of the Far East Co-Promotion Countries shall be executed and delivered by Local Affiliates of M and S-P, except in limited instances where both Parties agree that an Entity Agreement is required by local laws and regulations of a country, in which case the Parties will enter into an Entity Agreement based substantially on the Far East Co-Venture Agreement (with such variations as may be necessary to comply with local laws and regulations), no later than ninety (90) days following the execution and delivery of this Agreement. If any taxes, duties, discounts, rebates, price reductions or other financial considerations imposed under the local laws, rules and/or regulations with respect to a Far East country, or under an administrative, judicial or other governmental action with respect to a Far East country, would materially financially disadvantage a Disadvantaged Party but not the other Party and/or its Affiliates (or would cause a material financial disadvantage to one Party and/or its Affiliates greater than that caused to the other Party and/or its Affiliates) with respect to such Far East country, solely as a result -33- <PAGE> of its Obligations, and the Parties have first each, separately or together, used commercially reasonable efforts to mitigate the effect of the Obligations, then the Parties agree to work together in good faith, for a reasonable period of time, to structure the local arrangement in a manner that would result in the Obligations not being imposed in any material respect (but without altering the treatment of the applicable country as an Far East Co-Promotion Country). If after such good faith efforts the Parties are unable to implement such a structure, then the Parties shall in good faith agree upon such variations to the applicable Far East Co-Venture Agreement or Entity Agreement as would be necessary to put the Parties in the economic position in the applicable country that they would have been in under the applicable Far East Co-Venture Agreement or Entity Agreement had the Obligations not been imposed. M, S-P and their respective Aff...