Identify the parties – At the beginning of your agreement, you should involve all the parties involved. The appointment of the distributor, supplier and all other parties, suppliers and distributors involved and in what capacity. 5.1 Percentage of SuperGen. In return for superGen`s delivery of the product to EuroGen, EuroGen SuperGen pays a quarterly amount („SuperGen percentage“) corresponding to the applicable percentage of the net turnover of that product in each country within the area where the product is sold: in addition, a supply and distribution agreement should allow both parties to terminate the agreement. This will prevent unbalanced agreements from degenerating into litigation at a later date. Your agreement should include standard clauses relating to risk allocation, limitations of liability, exemptions and the legal systems in which you may operate. It is important that preferred dispute resolution options are considered and described. 7.3 Product Recall. If either Party finds that an event, incident or circumstance may result in a product or lot or lot or lot to be recalled or withdrawn from the market in the United States or within the territory, that Party will notify the other Party and the Parties will discuss it. SuperGen has sole authority to decide whether the processing and disposition of a recall or other removal of such a product must begin in the United States and is solely responsible for the handling and disposal of such a product in the United States. EuroGen is solely responsible for deciding whether a recall or other removal of this product should begin in the territory and is solely responsible for the handling and making available of such a product. Such a recall or any other distance by either party shall be carried out in accordance with a procedure to be defined by SuperGen using EuroGen. Unless otherwise specified below, when a product (or a lot or lot or lot) is recalled or otherwise withdrawn from the market, the cost and expenses of such recall or distance, including expenses and other fees or obligations vis-à-vis third parties, the costs and expenses related to shipping the recalled product and the costs of destroying the product withdrawn from the market, if necessary, unless set out below, shall be borne by SuperGen, to the extent that such costs and expenses relate to the United States, and by EuroGen, to the extent that such costs and expenses relate to the territory.
In the event that such costs of recall, distance, expenses or obligations are exclusively due to: (i) improper distribution, storage or shipment of the product, ii) co-promotion, promotion or marketing of the product in a manner inconsistent with the labelling of the product or (iii) breach of this Agreement, such costs, expenses and obligations shall be borne exclusively by EuroGen. . . .