Common use of Termination of the Agreement by the SELLER Clause in Contracts

Termination of the Agreement by the SELLER. The SELLER reserves the right in unilateral extra-judicial order and with immediate effect to early terminate the Agreement or to withdraw any concerned Product(s) from the scope of this Agreement in the following cases: (i) in case of change in the direct or indirect Control of the DISTRIBUTOR to the benefit of a third party that is not an affiliate and is not holding the direct or indirect Control of the DISTRIBUTOR on the Effective Date. The DISTRIBUTOR shall keep the SELLER promptly informed of its decision to transfer all or part of its assets to a third party in order to entitle the SELLER to exercise its rights under the present paragraph. (ii) if any third party alleges or claims that the distribution, sale or use of the Product(s) or the Trademarks in the Territory, infringes any of such third party’s intellectual property right; (iii) in case of withdrawal or suspension by the authorities of any license(s) or authorization(s) issued to the DISTRIBUTOR and required for distribution of the Product(s); (iv) in case of any breach by the DISTRIBUTOR of articles 2.2, 2.3 hereof, 1.4.1 of Appendix 4 hereto, 13 hereof and Articles 5, 6 of Appendix 4; (v) if as a result of the inspection of the DISTRIBUTOR or otherwise, the DISTRIBUTOR’s non-compliance with at least one of the requirements (selection criteria) set forth by the SELLER’s Commercial Policy is revealed (the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)); (vi) if a violation of the provisions of the present Agreement and (or) Commercial Policy by the DISTRIBUTOR is revealed. For the purposes of this sub-clause, a violation by the DISTRIBUTOR’s Affiliate shall be considered equivalent to a violation of the DISTRIBUTOR (the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)); (vii) in case of the DISTRIBUTOR’s arrearage in payments for the Product(s) to the SELLER with the period of delay more than 90 (ninety) calendar days. (viii) in other cases specified by the present Agreement and/or Commercial Policy (the words “and/or Commercial Policy” in the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)).

Termination of the Agreement by the SELLER. The SELLER reserves the right in unilateral extra-judicial order and with immediate effect to early terminate the Agreement or to withdraw any concerned Product(s) from the scope of this Agreement in the following cases: (i) in case of change in the direct or indirect Control of the DISTRIBUTOR to the benefit of a third party that is not an affiliate and is not holding the direct or indirect Control of the DISTRIBUTOR on the Effective Date. The DISTRIBUTOR shall keep the SELLER promptly informed of its decision to transfer all or part of its assets to a third party in order to entitle the SELLER to exercise its rights under the present paragraph. (ii) if any third party alleges or claims that the distribution, sale or use of the Product(s) or the Trademarks in the Territory, infringes any of such third party’s intellectual property rightrights; (iii) in case of withdrawal or suspension by the authorities of any license(s) or authorization(s) issued to the DISTRIBUTOR and required for distribution of the Product(s); (iv) in case of any breach by the DISTRIBUTOR of articles 2.2, 2.3 hereof, 1.4.1 of Appendix 4 hereto, 13 hereof and Articles 5, 6 of Appendix 4; (v) if as a result of the inspection of the DISTRIBUTOR or otherwise, the DISTRIBUTOR’s non-compliance with at least one of the requirements (selection criteria) set forth by the SELLER’s Commercial Policy is revealed (the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)); (vi) if a violation of the provisions of the present Agreement and (or) Commercial Policy by the DISTRIBUTOR is revealed.; (vii) if DISTRIBUTOR has had in the last 10 years multiple incidents of documented debt to the SELLER with a late payment of more than: • 65 days from the due date for payment under Agreement OR; • 30% of the total volume of shipped and unpaid Products, including the total volume of shipments the due date for which has not arrived. For the purposes of applying this sub-clauseprovision, a violation by the DISTRIBUTOR’s Affiliate shall be considered equivalent to a violation of the DISTRIBUTOR (the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole multiplicity means two or in part))more times; (vii) in case of the DISTRIBUTOR’s arrearage in payments for the Product(s) to the SELLER with the period of delay more than 90 (ninety) calendar days. (viii) in other cases specified by the present Agreement and/or Commercial Policy (the words “and/or Commercial Policy” in the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)).15.5

Termination of the Agreement by the SELLER. The SELLER reserves the right in unilateral extra-judicial order and with immediate effect to early terminate the Agreement or to withdraw any concerned Product(s) from the scope of this Agreement in the following cases: (i) in case of change in the direct or indirect Control of the DISTRIBUTOR to the benefit of a third party that is not an affiliate and is not holding the direct or indirect Control of the DISTRIBUTOR on the Effective Date. The DISTRIBUTOR shall keep the SELLER promptly informed of its decision to transfer all or part of its assets to a third party in order to entitle the SELLER to exercise its rights under the present paragraph. (ii) if any third party alleges or claims that the distribution, sale or use of the Product(s) or the Trademarks in the Territory, infringes any of such third party’s intellectual property rightrights; (iii) in case of withdrawal or suspension by the authorities of any license(s) or authorization(s) issued to the DISTRIBUTOR and required for distribution of the Product(s); (iv) in case of any breach by the DISTRIBUTOR of articles 2.2, 2.3 hereof, 1.4.1 of Appendix 4 hereto, 13 hereof and Articles 5, 6 of Appendix 4; (v) if as a result of the inspection of the DISTRIBUTOR or otherwise, the DISTRIBUTOR’s non-compliance with at least one of the requirements (selection criteria) set forth by the SELLER’s Commercial Policy is revealed (the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)); (vi) if a violation of the provisions of the present Agreement and (or) Commercial Policy by the DISTRIBUTOR is revealed. For the purposes of this sub-clause, a violation by the DISTRIBUTOR’s Affiliate shall be considered equivalent to a violation of the DISTRIBUTOR (the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)).; (vii) in case of the DISTRIBUTOR’s arrearage in payments for the Product(s) to the SELLER with the period of delay more than 90 (ninety) calendar days. (viii) in other cases specified by the present Agreement and/or Commercial Policy (the words “and/or Commercial Policy” in the above clause is not applicable to DISTRIBUTORS purchased and further distributed Products of the Consumer Healthcare Department only (i.e. to DISTRIBUTORS which do not purchase and further distribute Products of the Specialty Care Department in whole or in part)).