Distributor Representations and Warranties

3.1 Distributor represents and warrants that the execution and

performance of this Agreement by Distributor will not conflict with or
violate any other agreement or obligation binding on it.

3.2 Distributor represents and warrants that no approval, authorization,

consent or other order or action of or filing with any court, administrative
agency or other governmental authority is required for the execution,
performance, and delivery by Distributor of this Agreement or the
consummation of the transactions contemplated hereby. Distributor
further represents and warrants that if any such approval, authorization,
consent, and/or other order or action of or filing with the said authorities
is required at any point of time, Distributor shall obtain the same in good
time without delay and at its own cost

3.3 Distributor represents and warrants that it shall conduct its

activities under this Agreement in compliance with all laws and
regulations which apply in connection with its performance under this
Agreement. Distributor expressly agrees that it will cooperate fully with
Xxx XXXX in complying with any applicable laws or regulations, to the
extent that Distributor’s performance under this Agreement may be
subject to such laws or regulations, and to furnish Xxx XXXX, by affidavit
or other reasonable means if requested by Xxx XXXX, to Xxx XXXX’s
reasonable satisfaction, assurances that the appointment of Distributor
and Distributor’s activities under this Agreement, including the payment
to Distributor of any commissions, discounts or moneys or consideration
contemplated under this Agreement, are proper and lawful under such
laws and regulations.

3.4 Distributor represents and warrants that it, and undertakes to

procure that any sub-distributor appointed by it, shall conduct its
activities under this Agreement in an ethical and professional manner at
all times to reflect upon the good reputation and name of Xxx XXXX and
its affiliates, recognizing that even the appearance of unethical actions
is not acceptable. Distributor at no time shall engage, and shall ensure
that any sub-distributor shall not engage, in any unfair trade practices
with respect to Xxx XXXX or the Products, and shall not make any false
or misleading representations with respect to Xxx XXXX or the Products.

3.5 Distributor represents and warrants that it, and undertakes to

procure that any sub-distributor appointed by it, shall perform its
obligations under this Agreement consistent with the Xxx XXXX
Medical Code of Business Conduct, a copy of which can be found at
XXXCode of Business Conduct and which is hereby incorporated by
reference.
3.6 In accordance with Schedule F and the terms of this Agreement,
Distributor represents and warrants that it understands and will comply
with the requirements of the United States Foreign Corrupt Practices Act
(the “Act”) and will communicate requirements of the Act to its directors,
employees, and any agents, consultants, and other third parties
affiliated, retained, or otherwise used by Distributor in accordance with
the terms of this Agreement. A copy of the Act can be found at
http://www.justice.gov/criminal-fraud/foreign-corrupt-practices-act. In
the performance of its responsibilities under this Agreement, Distributor
shall (i) take no actions prohibited by the Act or other applicable anti-
bribery laws or cause Xxx XXXX to be in violation of the Act or other
applicable anti-bribery laws, including, but not limited to, offering,
paying, or authorizing the payment, directly or indirectly anything of
value to any domestic or foreign government official, political party,
political candidate, or any employee of any customer, end-user, or
supplier of Xxx XXXX’s products, or offering or paying political or
charitable contributions; (ii) take all steps necessary to ensure that each
of its directors, officers, employees, and any agents, consultants, and
other third parties affiliated, retained, or otherwise used by Distributor
in accordance with the terms of this Agreement, do not take any action
prohibited by the Act; (iii) comply with Xxx XXXX requests for all
information and documentation necessary to verify Distributor’s
compliance with the Act; (iv) comply with all local anti-corruption laws;
and (v) participate and cooperate with any investigation by the
Government of the United States regarding compliance with the Act.

3.7 Distributor represents and warrants that it understands that any

Products supplied to Distributor in accordance with the terms of this
Agreement may be subject to the jurisdiction of the U.S. Export
Administration Regulations (“EAR”) (Title 15 of the U.S. Code of Federal
Regulations, Part 730 et seq.) and the U.S. trade sanctions regulations
(Title 31 of the U.S. Code of Federal Regulations, Part 500 et
seq.). Distributor shall comply with all applicable export controls and
trade sanctions laws, rules, and regulations, including, but not limited to
the EAR (including the Restrictive Trade Practices or Boycotts provisions
of Part 760 of the EAR) and U.S. trade sanctions laws, rules, and
regulations (together “Trade Restrictions”), relating the performance of
its obligations hereunder. Distributor further agrees that no Products
supplied under this Agreement will be exported, re-exported, sold,
distributed, or otherwise transferred to countries outside of the Territory
without first obtaining all necessary written consents, permits, and
authorizations and completing such formalities as may be required under
applicable Trade Restrictions. Distributor acknowledges and agrees that
Xxx XXXX may withhold shipment of Products if it believes, or has reason
to believe, shipment of the Products would violate the Trade
Restrictions. Distributor shall not engage in and shall take steps to
ensure that other person working on behalf of Distributor in performance
of this Agreement do not engage in any action that might result in the
diversion of any goods, software, or technology from the stated
destination or end-user.
3.8 Distributor represents and warrants that it shall comply with the
terms of any export license issued to Xxx XXXX by any Department or
Agency of the United States Government, including but not limited to
end-user authorizations and quantity and value limits. Distributor agrees
to provide any information Xxx XXXX requests related to compliance with
an export license.

3.9 Distributor represents and warrants that it has and will at all times
during the Term maintain all necessary licenses and permits to do
business and distribute the Products in the Territory. Distributor also
covenants that it will maintain all such licenses and permits during the
Term.

3.10 Distributor represents and warrants that is does not and shall not
have any direct or indirect financial interest in any entity or person that
is developing, manufacturing, marketing, clinically investigating or
distributing products that compete with the Products. Ownership of
mutual funds or interests in retirement plans managed by an
independent trustee do not violate this obligation. Distributor shall not
develop, manufacture, market, sell, distribute, or promote Competitive
Products. “Competitive Products” means any product or component
thereof, product line or service that is being designed, developed,
manufactured, marketed or sold by any person or entity other than Xxx
XXXX and is of the same general type, performs similar functions, or is
used for the same purposes as the Products. Xxx XXXX shall have the
right to terminate this Agreement without notice in the event Distributor
breaches this Section 3.10, without limiting Xxx XXXX’s right to pursue
any other remedies under the law or in equity.