Exclusive Distribution Agreement Page 3
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Manufacturer in accordance with the preceding subsection shall be paid in full within
Ten (10) days after Distributor's receipt of an invoice covering such Product. All such
amounts shall be paid in EURO by wire transfer, to such bank or account as Developer
may from time to time designate in writing. Whenever any amount hereunder is due on a
day which is not a day on which Developer’s bank is open for business (a "Business
Day"), such amount shall be paid on the next such Business Day. Amounts hereunder
shall be considered to be paid as of the day on which funds are received by Developer's
bank. No part of any amount payable to Developer hereunder may be reduced due to any
counterclaim, set-off, adjustment or other right which Distributor might have against
Developer, any other party or otherwise.
2.7
Late Payment. All amounts due and owing to Developer hereunder but not paid by
Distributor on the due date thereof shall bear interest at the rate of the lesser of: (i) one
per cent (1%) per annum above the then applicable prime interest rate announced by
Chase Manhattan Bank, New York, New York for ninety (90) day U.S. Dollar loans to
prime commercial customers in the United States; and (ii) the maximum lawful interest
rate permitted under applicable law. Such interest shall accrue on the balance of unpaid
amounts from time to time outstanding from the date on which portions of such amounts
become due and owing until payment thereof in full.
2.8
Terms of Agreement Govern. In the event of any discrepancy between any purchase
order accepted by Developer and this Agreement, the terms of this Agreement shall
govern.
2.9
Taxes. Taxes in the European countries, now or hereafter imposed with respect to the
transactions contemplated hereunder (with the exception of income taxes or other taxes
imposed upon Developer and measured by the gross or net income of Developer) shall
be the responsibility of the Distributor, and if paid or required to be paid by Developer,
the amount thereof shall be added to and become a part of the amounts payable by
Distributor hereunder.
3.
Other Obligations of Distributor
3.1
Personnel. Distributor shall employ competent and experienced sales and support
personnel so as to render prompt and adequate service to the users of the Products in the
Territory.
3.2
Documentation. Distributor shall prepare, at its own expense, all user and technical
manuals and advertising and marketing information and provide Developer with advance
copies of all such materials subject to and with the sole approval of the Developer.
4.
Developer's Obligations
4.1
Marketing and Technical Assistance. Developer shall provide Distributor with such
marketing and technical assistance as Developer may in its discretion consider necessary
to assist with the promotion of the Products. In this connection, Dr. Joseph Eldor, will,
at the request of Distributor and on behalf of Developer, attend major trade shows and
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