Common use of Other General Obligations Of Distributor Clause in Contracts

Other General Obligations Of Distributor. Subject to all ---------------------------------------- applicable laws and regulations in the Territory, Distributor undertakes the following obligations within the Territory on a continuing basis: (a) Adherence to Business Ethics and Laws ------------------------------------- Distributor shall adhere to the highest principles of business ethics and in this regard shall: (1) comply with all laws and regulations in the Territory (including, without limitation, applicable healthcare regulatory requirements); (2) adopt a set of business conduct guidelines (the "Guidelines"), to be furnished to all its employees and others who represent Distributor to the public. Distributor shall ensure that all such persons clearly understand that they must comply with the Guidelines. The Guidelines shall incorporate provisions that: (i) prohibit the making of payments or gifts for the purpose of influencing a decision to award or to continue business with Distributor; (ii) require compliance with all laws and regulations in the Territory, including without limitation, Government procurement laws; (iii) require fair and equitable treatment for organizations, agencies, companies and enterprises; (iv) require that representations be accurate; (v) require handling of intellectual property in accordance with the rights granted to Distributor; EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 7 of 31

Other General Obligations Of Distributor. Subject to all applicable ---------------------------------------- applicable laws and regulations in the Territory, Distributor undertakes the following obligations within the Territory on a continuing basis: : (a) Adherence to Business Ethics and Laws ------------------------------------- Distributor shall adhere to the highest principles of business ethics and in this regard shall: (1) comply with all laws and regulations in the Territory (including, without limitation, applicable healthcare regulatory requirements); (2) adopt a set of business conduct guidelines (the "Guidelines"), to be furnished to all its employees and others who represent Distributor to the public. Distributor shall ensure that all such persons clearly understand that they must comply with the Guidelines. The Guidelines shall incorporate provisions that: (i) prohibit the making of payments or gifts for the purpose of influencing a decision to award or to continue business with Distributor; (ii) require compliance with all laws and regulations in the Territory, including without limitation, Government procurement laws; (iii) require fair and equitable treatment for organizations, agencies, companies and enterprises; (iv) require that representations be accurate; (v) require handling of intellectual property in accordance with the rights granted to Distributor; (vi) require sales and business practices in keeping with the principles of free competition and business ethics and conduct; (vii) require full and accurate reporting, other than financial information, to appropriate authorities and to Distributor; EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 7 of 31

Other General Obligations Of Distributor. Subject to all ---------------------------------------- applicable laws and regulations in the Territory, Distributor undertakes the following obligations within the Territory on a continuing basis: (a) Adherence to Business Ethics and Laws ------------------------------------- Distributor shall adhere to the highest principles of business ethics and in this regard shall: (1) comply with all laws and regulations in the Territory (including, without limitation, applicable healthcare regulatory requirements); (2) adopt a set of business conduct guidelines (the "Guidelines"), to be furnished to all its employees and others who represent Distributor to the public. Distributor shall ensure that all such persons clearly understand that they must comply with the Guidelines. The Guidelines shall incorporate provisions that: (i) prohibit the making of payments or gifts for the purpose of influencing a decision to award or to continue business with Distributor; (ii) require compliance with all laws and regulations in the Territory, including without limitation, Government procurement laws; (iii) require fair and equitable treatment for organizations, agencies, companies and enterprises; (iv) require that representations be accurate; (v) require handling of intellectual property in accordance with the rights granted to Distributor; EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 7 (vi) require sales and business practices in keeping with the principles of 31free competition and business ethics and conduct; (vii) require full and accurate reporting to appropriate authorities and to Distributor;

Other General Obligations Of Distributor. Subject to all applicable ---------------------------------------- applicable laws and regulations in the Territory, Distributor undertakes the following obligations within the Territory on a continuing basis: : (a) Adherence to Business Ethics and Laws ------------------------------------- Distributor shall adhere to the highest principles of business ethics and in this regard shall: : (1) comply with all laws and regulations in the Territory (including, without limitation, applicable healthcare regulatory requirements); ; (2) adopt a set of business conduct guidelines (the "Guidelines"), to be furnished to all its employees and others who represent Distributor to the public. Distributor shall ensure that all such persons clearly understand that they must comply with the Guidelines. The Guidelines shall incorporate provisions that: : (i) prohibit the making of payments or gifts for the purpose of influencing a decision to award or to continue business with Distributor; ; (ii) require compliance with all laws and regulations in the Territory, including without limitation, Government procurement laws; ; (iii) require fair and equitable treatment for organizations, agencies, companies and enterprises; ; (iv) require that representations be accurate; ; (v) require handling of intellectual property in accordance with the rights granted to Distributor; (vi) require sales and business practices in keeping with the principles of free competition and business ethics and conduct; (vii) require full and accurate reporting to appropriate authorities and to Distributor; (3) monitor compliance with the above provisions; EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November and (4, 2002 Page 7 ) notify the Company promptly upon discovery of 31any instance where Distributor fails to comply with any one or all of the provisions of this Section.

Other General Obligations Of Distributor. Subject to all applicable ---------------------------------------- applicable laws and regulations in the Territory, Distributor undertakes the following obligations within the Territory on a continuing basis: (a) Adherence to Business Ethics and Laws ------------------------------------- Distributor shall adhere to the highest principles of business ethics and in this regard shall: (1) comply with all laws and regulations in the Territory (including, without limitation, applicable healthcare regulatory requirements); (2) adopt a set of business conduct guidelines (the "Guidelines"), to be furnished to all its employees and others who represent Distributor to the public. Distributor shall ensure that all such persons clearly understand that they must comply with the Guidelines. The Guidelines shall incorporate provisions that: (i) prohibit the making of payments or gifts for the purpose of influencing a decision to award or to continue business with Distributor; (ii) require compliance with all laws and regulations in the Territory, including without limitation, Government procurement laws; (iii) require fair and equitable treatment for organizations, agencies, companies and enterprises; (iv) require that representations be accurate; (v) require handling of intellectual property in accordance with the rights granted to Distributor; EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 7 (vi) require sales and business practices in keeping with the principles of 31free competition and business ethics and conduct; (vii) require full and accurate reporting to appropriate authorities and to Distributor;