DISTRIBUTOR AGREEMENT
---------------------
This Agreement is entered into on March 16, 1983 between Hollister Incorporated,
an Illinois corporation ("Hollister") and Suburban Ostomy Supply Company, Inc.,
a Massachusetts corporation ("Suburban").
Hollister is engaged principally in the development, manufacture, marketing
and sale of specialized, disposable medical devices, including ostomy pouches
and related accessories. These devices are sold directly by Hollister to
hospitals and other institutional customers and to a limited number of retail
establishments which have specifically been authorized by Hollister to resell
its products to, consumers. Because of the unique and personal nature of the
products sold by Hollister, and because their safe and effective use depends on
informed selection, a fundamental policy of Hollister is that its products must
be resold to consumers by knowledgeable, service-oriented retailers.
During the last several years, Suburban has engaged in the resale of
Hollister products to retailers located principally in the eastern half of the
United States. Hollister recognizes that Suburban has thereby developed an
expertise in servicing such retailers, particularly in providing prompt delivery
and other services ancillary to the sale of products which Hollister believes
are important in effectively distributing its product in the retail channel.
Hollister further recognizes that by the operation of one of the retailers that
has been authorized by Hollister to resell its products to consumers, Suburban's
management has developed expertise in understanding and serving the individual
needs of ostomates.
Suburban concomittantly acknowledges that substantially all of its
experience and expertise is in the servicing of retailers, as distinguished from
institutions, and that sales and
1
servicing of the institutional channel involves methods and factors largely
outside of Suburban's experience.
In contemplation of the foregoing, it is the desire and intention of the
parties that Suburban become an authorized distributor of Hollister products to
the retail channel and that Suburban devote its efforts to the promotion and
sale of such products in such channel in accordance with the terms and
conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the sufficiency of which is acknowledged, the parties hereby agree as follows:
1. Definitions.
------------
1.01 "Authorized Retailer" shall mean a retail seller of health care
products which has been granted the right by Hollister to purchase for resale to
consumers the ostomy and other health care products from time to time offered by
Hollister.
1.02 "Products" shall mean such products manufactured by Hollister as
Hollister shall from time to time in its sole discretion deem appropriate for
distribution under this Agreement, including, as and when Hollister deems
appropriate, new products and product improvements.
1.03 "Territory" shall mean all of the states of the United States
completely east of the Mississippi River except Illinois and Wisconsin.
2. Grant of Distributorship.
------------------------
2.01 Hollister hereby grants to Suburban and Suburban hereby accepts
the right (and, to the extent set forth in subsection 7.01, undertakes the
obligation) to purchase Products from Hollister for resale upon the terms and
conditions hereafter provided.
2
2.02 Hollister reserves the right to appoint, at any time and from
time to time, additional authorized distributors of Products, either within or
outside of the Territory.
2.03 Hollister reserves the right to sell Products directly to all
customers in the retail and institutional channels, including Authorized
Retailers, and to provide ancillary services to such customers including,
without limitation, education concerning existing and new Products and
assistance with in-store merchandising and promotion.
2.04 Except as otherwise provided in section 17 hereof, this Agreement
shall remain in force for an initial term of five years from the date hereof and
for successive one-year periods thereafter unless notice in writing to the
contrary shall be given by either party to the other not less than 90 days prior
to the end of the initial five-year term or any subsequent one-year period, as
the case may be.
2.05 Hollister hereby expressly recognizes the sole and exclusive
right of Suburban to determine the prices at which it will resell Products.
3. Pricing and Other Terms of Purchase.
-----------------------------------
3.01 Suburban's purchases of Products shall be at such prices and
pursuant to such minimum order requirements as are set forth in Hollister's most
current Distributor's Price List. The initial Distributor's Price List is
attached hereto as Exhibit A. As and when any of the prices or minimum order
quantities in such List are changed by Hollister in accordance with subsection
3.03, Hollister will deliver to Suburban a revised Distributor's Price List for
substitution as Exhibit A hereto. The Distributor's Price List attached as
Exhibit A contemplates one or more monthly orders, each with a minimum of 2,500
boxes (or 100 boxes in the case of certain Products as noted on the then current
Distributor's Price List).
3
Each order will be shipped separately or, if requested by Suburban, in no more
than weekly installments. Hollister recognizes that, in exceptional
circumstances, and between orders, Suburban may have a legitimate need to
purchase additional Products in quantities substantially less than the minimum
order quantities specified in the Distributor's Price List. In such
circumstances, and with Hollister's prior approval, Suburban may make purchases
in such lesser quantities.
3.02 Suburban's purchases of Products shall further be subject to the
terms and conditions set forth in Exhibit B to this Agreement.
3.03 Hollister reserves the right to change at any time and from time
to time any of the prices or minimum order quantities contained in its
Distributor's Price List and any of the terms and conditions contained in
Exhibit B. Hollister will give Suburban written notice of any such change and
such change will be effective only with respect to orders received by Hollister
ten business days or more after the mailing of such notice to Suburban.
4. Primary Responsibility/Customers.
--------------------------------
4.01 In light of Suburban's experience and expertise in servicing the
retail channel (principally in the eastern half of the United States), Suburban
agrees that its primary responsibility under this Agreement will be to promote
and sell Products within the Territory (i) to Authorized Retailers, (ii) to
other retailers through the Customer Support System (described in section 5
hereof), and (iii) through such other marketing and service programs, if any, as
Hollister may from time to time in its sole discretion establish. Suburban will
devote a reasonable amount of its business time and its best efforts to so
promote and sell Products. Suburban will not sell Products to any retailer which
is not either an Authorized Retailer or
4
one which qualifies under the Customer Support System or one of such other
programs, if any; provided, however, that Suburban shall have a period of three
months from the date hereof in which to discontinue selling Products to such of
its existing customers as do not satisfy the qualifications contained in this
subsection 4.01. Hollister reserves the sole right to designate Authorized
Retailers and to terminate the status of any retailer as an Authorized Retailer.
Hollister will provide Suburban with a list of Authorized Retailers in the
Territory and will advise Suburban of any additions to or deletions from such
list.
4.02 (a) For reasons which Hollister has discussed with Suburban and
which Suburban acknowledges to be sufficient, Suburban agrees that it will not
at any time sell Products directly to consumers.
(b) Suburban acknowledges that Hollister has a significant
interest in protecting itself from products liability litigation and protecting
its goodwill by controlling the distribution of its products in foreign markets
in a manner that allows it to adapt to language differences, variations in
medical practice and differences in government regulations. Suburban further
acknowledges that only Hollister is equipped to make determinations regarding
these and other factors so as to maximize the goodwill for Hollister's products
in foreign markets. Accordingly, Suburban agrees that it will not at any time
sell Products to customers which are located outside of the United States.
5. Customer Support System. Hollister acknowledges that there are from
-----------------------
time to time consumers of its products who live in areas which, because of the
relatively small number of existing or potential consumers in such areas, could
not adequately support an Authorized Retailer. Hollister further acknowledges
that the availability of Products to such consumers is
5
nonetheless important and that such consumers should have access to the type of
information and service otherwise provided by an Authorized Retailer. In order
to serve the needs of these consumers, Hollister agrees that Suburban may sell
Products to retailers who are not Authorized Retailers provided that (i) such
retailers are first approved by Hollister, and (ii) in the case of each such
retailer, Suburban complies, and uses its best efforts to require each such
retailer to comply, with the requirements and procedures of Hollister's Customer
Support System, as the same are set forth in Exhibit C hereof. Due to
foreseeable changes in demographics, customer needs, the number of Authorized
Retailers and other factors, Hollister reserves the right in its sole discretion
to change at any time and from time to time any of the requirements or
procedures of the Customer Support System and, if it deems appropriate, to
suspend or terminate the Customer Support System altogether.
6. Promotion.
---------
6.01 Suburban agrees to use its best efforts to promote and develop
sales of Products. Without limiting by implication the generality of the
foregoing, Suburban agrees:
(a) to supply Products when its customers do not specify a
particular brand;
(b) to refrain from substituting or encouraging the substitution
of competing products when its customers specify Products; and
(c) to feature Products in its catalog more frequently and to a
greater degree than it features competing products. For purposes hereof, the
term "feature" shall mean any prominent advertisement which conveys to the
reader more than the mere availability of a product and its price.
6
6.02 Hollister shall at its expense provide Suburban with such
advertisements, literature, samples, displays and sales ideas as Hollister deems
appropriate. Suburban shall at its expense utilize such materials and ideas to
the extent practicable.
6.03 Suburban agrees to furnish to Hollister for review prior to use
all advertisements, literature and other writings (other than those provided by
Hollister pursuant to subsection 6.02) referring or relating to Products.
Suburban agrees that it will not use any such advertisements, literature or
writings without Hollister's prior approval. Hollister agrees that, within five
business days of its receipt of any advertisements, literature or writings
pursuant to this subsection 6.03, it will notify Suburban of its determination
with respect to such advertisements, literature or writings.
7. Inventory/Order Filling.
-----------------------
7.01 Subject to the provisions of the next sentence, Suburban shall
at all times stock the Products. The inventory levels maintained by Suburban
shall be sufficient to ensure that out-of-stock levels do not at any time exceed
1% of Suburban's outstanding unit demand for Products; provided, however, that
Suburban shall not be deemed in breach of this paragraph if an out-of-stock in
excess of such 1% limitation is the result of limited availability of a Product
or Products from Hollister.
7.02 Suburban agrees that, without material exception, it will
process and ship each order received by it from a customer within 48 hours of
receipt of such order.
8. Facilities. Suburban acknowledges that Hollister has a legitimate
----------
interest in securing the prompt and efficient distribution of Products and
Hollister acknowledges that Suburban offers such distribution. In the interests
of maintaining such distribution, Suburban
7
agrees that it will not move its existing facilities outside the State of
Massachusetts or add facilities outside the State of Massachusetts without prior
discussion with, and the prior written approval of, Hollister.
9. Reports.
-------
9.01 (a) Not later than thirty days after the close of each three-
month period during the term of this Agreement, Suburban shall provide Hollister
with a report showing the following data for such three-month period and, with
the exception of paragraph (a)(1), for the year-to-date:
(1) a report showing Suburban's beginning and ending
inventory of Products for such three-month period. Such report shall show
inventory in units, by stock number, series number, Product line, and Product
group (as the terms Product line and Product group are from time to time defined
by Hollister);
(2) the number of accounts buying Products by Product line
and group;
(3) the number of orders for Products received by Product
line and group; and
(4) the average order size in number of boxes and in
dollars by Product line and group.
For purposes hereof, the first three-month period shall be deemed to end on June
30, 1983.
(b) Not later than thirty days after the close of each month during the
term of this Agreement, Suburban shall provide Hollister with a report showing
the following data for such month and for the year-to-date:
8
(1) total unit sales of Products by stock number, series
number, Product line and Product group;
(2) the data described in paragraph (b)(1) above for the
Territory and for Hollister's territory, district and region classifications
(which classifications will be provided by Hollister to Suburban at the outset
and changes therein provided from time to time as they are made); and
(3) unit sales of Products by account, with the name,
address and zip code of each account shown.
(c) In the event that Suburban shall have more than one warehouse
facility (see section 8), the data required by paragraphs (a) and (b) above
shall, in addition, be shown for each warehouse.
(d) Suburban will provide Hollister with such other information as
Hollister may from time to time reasonably request. Hollister shall reimburse
Suburban for its out-of-pocket expenses in providing such other information.
10. Customer Satisfaction Policy/Returned Goods. Suburban agrees to
-------------------------------------------
comply, and to require its customers to comply, with Hollister's "Customer
Satisfaction Policy," as the same is amended from time to time by Hollister. In
furtherance of the foregoing, Suburban agrees to (i) replace all Products
returned to it by its customers in accordance with such Policy, (ii) hold all
Products so returned for inspection and approval by Hollister or its designated
agent, and (iii) ship all Products approved for return to a location designated
by Hollister. Hollister shall reimburse Suburban at Hollister's invoice prices
to Suburban (plus any transportation costs paid by Suburban in returning
Products to Hollister) for all goods (i)
9
approved by Hollister or its agent for return under the Customer Satisfaction
Policy, or (ii) which Hollister specifically requests Suburban to return.
11. Confidential Information. Suburban agrees not to disclose to third
------------------------
parties any confidential information received from Hollister pertaining to
marketing, research and development, Products, sales promotion, packaging or
market research plans. Suburban further agrees that it will not sell or
disclose, without Hollister's prior written consent, any information relating to
its purchases, inventories or sales of Products. The obligations of Suburban
under this paragraph shall in all events be subject to the requirements of
applicable law.
12. Other Obligations.
-----------------
12.01 Suburban agrees to give Hollister prompt written notice of all
opinions, attitudes, complaints, experiences, ideas and suggestions of
Suburban's customers which may relate to the proper or effective use of
Products. All such information shall, upon receipt, become the property of
Hollister to use as it deems appropriate.
12.02 Suburban agrees that, if so requested, it will cooperate in any
market research efforts conducted by Hollister and will supply such information
as may reasonably be requested by Hollister or any market research or consulting
firm retained by Hollister in connection therewith. In all cases, the fees of
any such market research or consulting firm will be paid by Hollister.
12.03 Suburban agrees that its personnel shall attend such seminars
and product training programs sponsored by Hollister as Hollister may reasonably
request and that
10
it will, in general, consult with Hollister's representatives concerning new
Products, modifications of existing Products and similar matters.
13. Trademarks, Packaging, etc. Suburban agrees to sell and advertise the
---------------------------
Products only under the trademarks, tradenames and trade dresses used by
Hollister; provided that Suburban shall acquire no proprietary rights to any of
such trademarks, tradenames or trade dresses by virtue of distributing Products
under this Agreement. Suburban shall distribute all Products in the packages
supplied by Hollister and shall not remove from such packages any of the
instructions, advertisements or other writings included in the packages by
Hollister. Suburban may affix its name, address and telephone number to
Hollister's packaging or literature so long as the affixed material does not
obliterate or obscure any information placed thereon by Hollister.
14. Independent Contractor. Suburban shall at all times be an independent
----------------------
contractor and may not incur any obligation of any kind, express or implied, on
behalf of Hollister. All purchases of Products by Suburban from Hollister shall
be for Suburban's own account and Suburban shall assume all credit risks in
connection with its sale of Products.
15. Indemnification.
---------------
15.01 Suburban shall indemnify and hold Hollister harmless from any
and all losses, damages, fees and expenses arising out of (i) Suburban's failure
to comply with the covenants, terms and conditions of this Agreement, (ii)
Suburban's use of any advertisement, literature or writing (other than one
provided by Hollister) referring or relating to Products without Hollister's
prior written approval, or (iii) any misrepresentation, written or oral, by
Suburban concerning Products or their use.
11
15.02 Hollister shall indemnify and hold Suburban harmless from any
and all losses, damages, fees and expenses arising out of (i) any alleged
patent, trademark or copyright infringement by any of the Products, (ii)
Suburban's refusal to sell Products to persons or entities to which it is
prohibited from selling pursuant to this Agreement, or (iii) claims made by
consumers of Products on grounds of products liability to the extent that such
losses, damages and expenses are attributable to defects existing at the time of
shipment of Products by Hollister to Suburban. Suburban agrees to cooperate with
and afford all reasonable assistance to Hollister in connection with the defense
of any claim or suit involving issues of the type described in this subsection.
16. Claims and Remedies.
-------------------
16.01 Except as provided in subsection 15.02, in the event of (i) a
Product sold to Suburban which does not meet one or more of the warranties set
forth in paragraph IV of Exhibit B hereof, (ii) a defect in a Product sold by
Hollister to Suburban, (iii) a delay in delivery of any Product to Suburban, or
(iv) the failure of Hollister to perform any other obligation with respect to an
order accepted by it, then Suburban's sole and exclusive remedy against
Hollister shall be to have Hollister either (at Hollister's option) replace the
Product delivered to Suburban or refund the invoice price upon return of such
Product, if any, to Hollister. In no event shall Hollister be liable to
Suburban or other entities or persons (other than consumers) in the retail
channel to which Suburban sells or distributes Products for consequential,
special or contingent damages which may, or allegedly may, result from failure
of any Product to meet warranties, a defect in a Product, delay in delivery of a
Product, or the
12
failure of Hollister to perform any other obligation with respect to an order
accepted by Hollister.
16.02 Except as provided in subsection 15.02 and in the last sentence
of section 10, any claim made by Suburban on account of an event of the type
specified in subsection 16.01 shall be deemed waived by Suburban unless Suburban
serves Hollister with written notice thereof within 180 days from the date of
shipment by Hollister. If such written notice is served on Hollister, Hollister
shall thereafter be given a reasonable opportunity to investigate any such
claim.
16.03 Neither party shall be liable to the other for delay or
failure in performance arising from any cause not within its reasonable control,
including but not limited to: accidents to, breakdowns or mechanical failures of
plant, machinery or equipment arising from any cause whatsoever; strikes or
other labor troubles; labor shortages; fires; floods; war; acts of public
enemies; acts of God; riots; failure of any usual source of supply to Hollister;
shortages, rationing or other limitation on availability of oil, plastics or
derivatives of either; and priorities, allocations, limitations or other acts
required or requested by federal, state, local or foreign governments or any
division or agency thereof.
16.04 Except as provided in subsection 15.02, any action by either
party against the other for breach of this Agreement or otherwise arising out of
the sale of Products shall be commenced within one year from the date the cause
of action accrued.
17. Termination.
-----------
17.01 In addition to the rights of the parties under applicable law
to terminate the Agreement for a material breach, this Agreement shall
terminate:
13
(a) immediately, if a receiver or trustee in bankruptcy is
appointed to administer any of the assets of Suburban, or if Suburban or one of
Suburban's officers is convicted of a criminal offense in connection with its
business operations; or
(b) immediately upon written notice from Hollister if Subur-
ban's business or control thereof is transferred to a person or persons other
than those in control on the date of this Agreement.
17.02 In the event of a material breach of this Agreement by Subur-
ban, Hollister may, if it deems appropriate and upon written notice, terminate
this Agreement in its entirety, or cancel Suburban's right to sell any Product
line or group, or to sell Products in any part or parts of the Territory, and
enforce the remainder of the Agreement. The remedy provided for in this
subsection 17.02 shall not be deemed exclusive, but shall be in addition to any
other remedies available to Hollister under applicable law upon a breach of this
Agreement by Suburban.
17.03 Upon termination of this Agreement (or any portion hereof
pursuant to subsection 17.02) Hollister shall have the option for a period of
sixty days after such termination to repurchase from Suburban any unsold
Products (which are the subject of the termination) at Hollister's invoice price
for such Products (in the case of Products which are in merchantable condition)
or the reasonable salvage value thereof (in the case of Products which are not
in merchantable condition). In the event Hollister does not exercise its option
with respect to any unsold Products, Suburban shall be free to dispose of such
Products in its discretion. In the case of Products repurchased by Hollister
hereunder for which Suburban
14
was invoiced more than 180 days prior to termination, a restocking charge equal
to 15% of the invoice price of such Products will be netted against the
repurchase price otherwise applicable.
18. Governmental Authorities. Except as required by law, Suburban shall
-------------------------
not submit any petitions, requests, data, samples, prototypes or other
information with respect to any of the Products to any governmental authority or
agency for purposes of any safety or efficacy study or application or for any
other purpose whatsoever, without Hollister's prior written approval.
Suburban's obligations under this paragraph shall also extend to any actual,
threatened or contemplated recall, any request for market withdrawal, any order
of any governmental agency or court, and any inquiry, written or oral, from any
government agency, quasi-governmental agency or self-regulatory authority
resulting, relating or referring to any complaint with respect to any of the
Products. Suburban shall give Hollister notice of any such recall, request,
order or inquiry as soon as possible after Suburban learns of it, confirm it in
writing and permit Hollister to assume sole responsibility for any response.
Suburban agrees to provide all such assistance and support as Hollister may
reasonably request in connection with any such response or any such recall,
request, order or inquiry. Should any recall or market withdrawal take place
with Hollister's approval, Hollister shall reimburse Suburban for all direct
expenses reasonably incurred by Suburban due to the recall or market withdrawal
except that such expenses shall not include any liability for lost sales or
profits or for consequential, special or contingent damages which may allegedly
result from such recall or market withdrawal.
19. Security Interest. To secure payment of the purchase of Products,
-----------------
Suburban hereby grants to Hollister a security interest, pursuant to the Uniform
Commercial Code, in all
15
Products from time to time in Suburban's possession and in all receivables due
Suburban as the result of its sale of Products. Suburban agrees that, upon
written request from Hollister, it shall execute and deliver to Hollister, and
permit Hollister to file, any financing statement or other form necessary or
appropriate to perfect Hollister's security interest. Hollister's security
interest shall continue in effect until the later to occur of (i) payment in
full of all amounts due and owing from Suburban to Hollister, or (ii) the
termination of this Agreement. Further, in the event that Suburban does not pay
any amount to Hollister when due, Suburban agrees that, upon written notice from
Hollister, it shall furnish Hollister with a list of all receivables due
Suburban arising, in whole or in part, from its sale of Products. Suburban
hereby represents and warrants to
Libertyville, IL 60048 One Watson Place
Attention: President Framingham, MA 01701
Attention: Herbert P. Gray
20.04 This Agreement shall be governed and construed under the laws
(including conflict of laws rules) of the State of Illinois and may be executed
in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same instrument.
20.05 The failure of either party to require performance by the other
party of any provision of this Agreement shall not be deemed a waiver of the
right to require future performance nor shall the waiver by one party of a
breach of any provision hereof be deemed a waiver of any subsequent breach of
such provision or any other provision.
16
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
set forth above.
HOLLISTER INCORPORATED
By
---------------------------------
Title
---------------------------------
SUBURBAN OSTOMY SUPPLY COMPANY, INC.
By
---------------------------------
Title
---------------------------------
17
Amendment
---------
This Amendment is entered into this 7th day of December, 1984 by and
between Hollister Incorporated, an Illinois corporation ("Hollister"), and
Suburban Ostomy Supply Company, Inc., a Massachusetts corporation ("Suburban").
WHEREAS on March 16, 1983, Hollister entered into a Distributor Agreement
(the "Agreement") with Suburban; and
WHEREAS Hollister has always believed and continues to believe that it is
in the consumer's best interest to purchase Hollister products from Hollister's
authorized retailers ("Authorized Retailers") who are properly trained to
provide the informed service necessary to insure that consumers of its products
receive the best possible products to serve their needs; and
WHEREAS Hollister has determined that some consumers because there are no
Authorized Retailers in their immediate vicinity or for other reasons purchase
Hollister's products from retailers other than Authorized Retailers; and
WHEREAS Hollister believes that such retailers without assistance are
incapable of providing the informed service which Hollister believes is
necessary in connection with the sale of its products; and
WHEREAS Hollister has determined that in order to insure that consumers who
purchase Hollister products from such retailers receive informed service, it is
necessary that these consumers and such retailers receive assistance in
accordance with the terms of Hollister's Customer Support System set forth in
Exhibit C to the Agreement; and
WHEREAS Suburban has demonstrated that it has the requisite expertise to
provide such assistance;
NOW, THEREFORE, it is hereby agreed as follows:
1. Paragraph 5 of the Agreement is hereby deleted in its entirety and the
following paragraph 5 is substituted in its stead:
"5. Customer Support System. Hollister acknowledges that there are from
time to time consumers of its products who because they live in areas
which have a relatively small number of existing or potential consumers
do not have an Authorized Retailer in their immediate vicinity or who
because of other reasons purchase Hollister products from retailers
other than Authorized Retailers. Hollister further acknowledges that
the availability of Products to such consumers is nonetheless important
and that such consumers should have access to the type of information
and service otherwise provided by an Authorized Retailer. In order to
serve the needs of these consumers, Hollister agrees that Suburban may
sell products to retailers who are not Authorized Retailers provided
that in the case of each such retailer, Suburban complies, and requires
each such retailer to comply, with the requirements and procedures of
Hollister's Customer Support System, as the same are set forth in
Exhibit C hereof. Due to foreseeable changes in demographics, customer
needs, the number of Authorized Retailers and other factors, Hollister
reserves the right in its sole discretion to change at any time and
from time to time any of the
requirements or procedures of the Customer Support System and, if it
deems appropriate, to suspend or terminate the Customer Support System
altogether."
2. Except as expressly modified by this Amendment or as elsewhere modified
in a writing in accordance with the terms of the Agreement, all of the terms,
covenants and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties have caused this Amendment to be executed by
their duly authorized officers on the date set forth above.
HOLLISTER INCORPORATED SUBURBAN OSTOMY SUPPLY CO., INC.
By: By:
---------------------------------- -----------------------------------
Title: Title:
------------------------------- --------------------------------