A Cooperation Agreement Between The European Community And The Member States Involved With Jt International Sa And Jt International Holding Bv, The Related Contracts, Mutual Termination Of The Contract Between The European Community And The Member Stat...

Original Language Title: Par Sadarbības līgumu starp Eiropas Kopienu un iesaistītajām dalībvalstīm ar JT International SA un JT International Holding BV, saistītajiem līgumiem — Savstarpējo pārtraukšanas līgumu starp Eiropas Kopienu un iesaistītajām dalībvalstīm ar JT Internation

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Read the untranslated law here: https://www.vestnesis.lv/ta/id/188234

The Saeima has adopted and the President promulgated the following laws: The cooperation agreement between the European Community and the Member States involved with JT International SA and JT International Holding BV, the related contracts, mutual termination of the contract between the European Community and the Member States involved with JT International SA and JT International Holding BV and contract for Gallaher, and between the European Community and the Member States involved with JT International SA and JT International Holding BV, and the exemption is article 1. 2007 October 16 signed cooperation agreement between the European Community and the Member States concerned with JT International SA and JT International Holding BV (hereinafter referred to as cooperation agreements), the related contracts, the Mutual termination agreement between the European Community and the Member States involved with JT International SA and JT International Holding BV and contract for Gallaher, and between the European Community and the Member States involved with JT International SA and JT International Holding BV (hereinafter referred to as Linked contracts), and with this law is adopted and approved. 2. article. Cooperation agreement, the related agreements and obligations provided for in the coordinated by the Ministry of finance. 3. article. The cooperation agreement shall enter into force for the period specified in article 21 and in order, the related agreements and no waiver will be effective at the time specified therein and in order, and the Ministry of Foreign Affairs shall notify the newspaper "journal". 4. article. The law shall enter into force on the day following its promulgation. By law to be put to the cooperation agreement, the first, second, third, fourth and fifth annex, as well as related agreements in English and their translation into Latvian language. The Parliament adopted the law on 5 February 2009. President Valdis Zatlers in Riga 2009 g. 25 February 14 December 2007 JT INTERNATIONAL S.A. INTERNATIONAL HOLDINGS BV AND J.T. the EUROPEAN COMMUNITY AND the PARTICIPATING MEMBER States COOPERATION agreement this agreement is made on 14 December 2007, BETWEEN JT International S.A. (JT) and JT International Holding BV (JTH), on their own behalf and on behalf of all and for the JTH subsidiar of existing at the date of this agreement (together with Japan tobacco companies) and the European Community (the EC) represented by the European Commission (the Commission) and the Member States of the European Union participating in this agreement (the Participating Member States). 1. in RECITAL (A) whereas illicit traffic in Cigarette's is a growing problem for the ECU, for Member States and for legitimat trade in tobacco products. It takes the form of trade in both counterfeit and genuine Cigarette products, which are smuggled into the ECU without payment of any applicable EC or Member State tax or duty, or unlawfully introduced from low-tax jurisdiction into higher-tax jurisdiction; (B) illicit traffic in Cigarette's is against the public interest in tax collection, trans parent markets, and the protection of lawful competition. As such, the traffic in Illicit-Cigarette is against the interests of the EC, the Member States, as well as Japan tobacco companies and their enterprise, including employees, customers, business partners and a shareholder; (C) the problem of illicit traffic in the Cigarette's call for binding cooperative efforts between the tobacco industry, the Member States and the EC aimed at eliminating the flow of contraband and counterfeit and consequen loss of revenue; (D) Japan tobacco companies recognis that creating a system to provide the EC and Member States with the effective and timely ability to track and trace the island of Japan Tobacco Cigarette's is an important component of their commitment to fight the trade in Illegal product. Japan tobacco companies are committed to a continuous process of dialogue and cooperation with the EC and Member States to evaluate and address the trade in Illegal product, and making it commercially reasonable efforts it implementations that product tracking and tracing of that target and measure with a reasonably likely to provide the EC and Member States with substantial additional assistance in their efforts to combat the trade in Illegal product; (E) this agreement is designed to achieve the parties ' joint objective of establishing an ongoing relationship of meaningful cooperation to combat the manufacture, sale, distribution and/or storage of smuggled and/or counterfeit Cigarette into or through of the ECU as well as any other related illegal activities and specifically to eliminat the introduction of Japan Tobacco's Cigarette into the illegal market; (F) the parties have a joint objective that sales of Cigarette to the person, corporation and/or distributors that have been found to be unlawfully, knowingly or recklessly engaged in or facilitating the manufacture, sale, distribution and/or storage of smuggled products or any other related illegal activities should be terminated; the parties recognis that OLAF and the Member States with a proper position in it and take action investigat against such persons, and to prevent and detect such fraud, and that the EC and the Member States should be provided with active and effective support from Japan tobacco companies for their efforts to deter any act or practice that favour or facilitat the USA of Japan Tobacco Cigarette smuggling in or as a vehicle to launder illegal proceed. The infonnation provided by Japan tobacco companies Participating the OLAF and the Member States to this agreement pursuan will contribute to the pursuit of persons of vigoro suspected of Cigarette smuggling, counterfeiting cigarette and any other related illegal activity throughout the world; (G) Japan tobacco companies recognis that establishing this Cooperation agreement with the EC and the Participating Member States is in their best interests as it effectively has the introduction of Japan Tobacco's Cigarette into the illegal market in the ECU, enhance the ability of the parties to resolve any dispute related to the without recourses litigation and will benefit and protect Japan tobacco companies ' brand value and business within the ECU. THEREFORE the parties have agreed to enter into this agreement in the considerations of the mutual covenant and other valuable considerations set out below. 2. DEFINITION AND INTERPRETATION 2.1 In this agreement, the following terms shall have the following meaning: Additional payment means the payment or payments referred to in clause 7.10. Affiliate means, in relations to any Party, any direct or indirect subsidiary, as may be from time to time. Agreement means this agreement as it may be varied or modified from time to time. The audit Order means the order which the ECU may seek from the audit of the United Nations requiring arbitrator Japan tobacco companies ' operations to verify compliance with the agreement. An Individual will mean the personnel designated to pursuan sub-clause 7.4 Blocked Customer or Contractor means a Certified Blocked Customers, Certified Contractor, Second or subsequent Purchaser Purchaser who is precluded from conducting business relations with Japan tobacco companies for a period of 5 years in accordanc with the sub-Commission's 5.11 5.14 it of this agreement. Business Day means a day other than a Saturday, Sunday, or a statutory public holiday in Belgium or Switzerland. Carton packaging for approximately 200 Cigarette means, normally led in 10 packs. Certificate of compliance means the report which Japan tobacco companies shall provide to OLAF and the Participating Member States to clause 11.1, pursuan describing Japan tobacco companies ' fulfilmen of the requirements of this agreement. Certified Certified Contractor means a Customer or the first Purchaser or Contractor, respectively, that the purchase and/or handle more than 2.500 of the Master Cast of Japan Tobacco Cigarette in any 12 month period, and who has been vetted and approved by a Japan Tobacco Company in accordanc with the KYC principles referred to in clause 5 and described in Annex 3, which are reflected in Japan Tobacco's Program. Chief Compliance Officer means the individual with responsibility for all compliance issues, including those pursuan to this agreement. Cigarette means any product that contains tobacco and is intended to be burned or heated under ordinary conditions of use, and includes, without limitations, any "roll-your-own" tobacco which, because of its appearance, type, packaging, or labelling is suitabl for use and likely to be offered to, or purchased by, consumers as tobacco for making cigarette. For the purpose of this agreement, 0.0325 ounc of "roll-your-own" tobacco shall be considered the equivalent of one individual cigarette. Compliance Order means the order which the ECU may seek from the Japan arbitrator requiring tobacco companies to bring themselves into compliance with the agreement. Contraband Cigarette Cigarette of the means that have been imported into, sold or distributed in, in a Member State, or were en route to a Member State for sale in that Member State, in violation of the applicable tax, duty or other fiscal law of that Member State or the EC, but, for the purpose of this agreement, shall exclude the counterfeit Cigarette. Japan Tobacco Contraband Cigarette-Japan Tobacco Cigarette of the means that are also Contraband Cigarette. Contractor means any individual or business, (other than (a) the first Purchaser or an affiliate of a Japan Tobacco Company) engaged by Japan tobacco companies to provide distribution or storage services for Japan tobacco, a Cigarette or a non-affiliate of Japan tobacco companies engaged in the manufacture under license of products bearing the trademarks of Japan tobacco. Cooperating Company means a company that has entered into a binding agreement with the EC and some or all of the Member States which covers cooperation in the fight against the counterfeit and contraband cigarette and which includes obligation in relations to know your customers, track and trace and monetary payments. Corporate Responsibility Committee means the entity within JT of the same name referred to in clause 4.1 (b). Counterfeit Cigarette Cigarette of the means (a) a trademark of bearing cigarette manufacturers that are manufactured by a third party without the consent of that cigarette manufacturers, but in the event of IR include: (i) the Cigarette manufactured by the trademark holder or any affiliate thereof, regardless_of of the actual or intended market of distribution; (ii) bearing a trademark of the Cigarette a cigarette manufacturer using tobacco either produced by or sold by that cigarette manufacturers; or (iii) of the bearing a trademark of Cigarette a cigarette manufacturers that are packaged in a genuine packaging of that cigarette manufacturers, including genuine Carton and Pack of that cigarette manufacturers. Japan Tobacco Cigarette of the counterfeit means of bearing a Japan Tobacco Cigarette Trademarks that are manufactured by a third party without the consent of Japan tobacco companies, but in the event of IR include: (i) manufactured by Japan tobacco for Cigarette companies or any affiliate thereof, regardless_of of the actual or intended market of distribution; or (ii) bearing a tobacco Cigarette of Japan Trademark using tobacco either produced by or sold by Japan tobacco companies, or (iii) a tobacco Cigarette of the bearing Japan Trademark that are packaged in a genuine Japan tobacco companies packaging, including genuine Japan tobacco companies Carton and Pack, unless Japan tobacco companies can demonstrates that such genuine Japan tobacco companies packaging materials were stolen from Japan tobacco companies. Means a dispute, claim, controversy or dispute arising disagreemen out of, or relating to, this agreement. Documentary or Other evidence of Substantive means: (i) a criminal convictions in any court or tribunal for the official ECU any relating to the of the offenc manufacture, sale, distribution and/or storage of Illegal product, or any other related illegal activity; or (ii) a finding by any court or tribunal in the official ECU any civil case of involvement in the manufacture, sale, distribution and/or storage of Illegal product, or any other related illegal activity; or (iii) a civil or a criminal convictions as outlined in finding, (i) and (ii) above, in the official Court of any other jurisdiction or tribunal which has the procedural safeguards and comparabl requires a standard of proof it comparabl those applicable in the ECU. Execution date means the date that this agreement become binding on the all of the parties, being the later of: (i) the date on which the signatures to this agreement of the ECU and the Participating Member States have been delivered to Japan tobacco companies; or (ii) the date on which the signatures to this agreement of JTH JTI and have been delivered to the ECU. First Purchaser means any individual or business, other than an affiliate of a Japan Tobacco Company, to whom or to which Japan tobacco companies directly sell Cigarette. Governance meetings mean the meetings referred to in the Commission's 8 and 9. Illegal product means Contraband or counterfeit Cigarette. Intended market of Retail sale means the market that Japan tobacco companies intends, and have agreed with the Certified Customers will be, the market of either domestic retail or duty-free retail sale for Japan Tobacco Cigarette's when Japan tobacco companies sell such Cigarette to Certified customers. Japan Tobacco International's trademarks means any and all of the trademarks set out in Annexe 1. Japan Tobacco Cigarette's mean of Japan Tobacco Cigarette carrying the trademarks manufactured by any Japan Tobacco Company, any affiliate of a Japan Tobacco Company Japan Tobacco Company or a license or contract manufacturers and, for the avoidance of any doubt, exclude any of the Cigarette's carrying any other trademarks which were acquired by any Japan Tobacco Company subsequent to April 1, 2007 Japan Tobacco Company/companies includes and/ or means JT, JTH and all of the JTH in existenc subsidiar at the Execution date and involved in the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette, and each of them individually. Japan Tobacco's programmes means Japan tobacco companies ' internal compliance policies that address the manufacture, sale, distribution and/or storage of Cigarette, including, without limitations, the code of conduct available at www.jti.com. Japan Tobacco trademarks means any and all of the trademarks set out in Annexe 2. KYC programme means the Know Your Customer programme referred to in clause 5 and described in more detail in Annex 3 list of Arbitrator mean. for the list of arbitrator at Annexe 4. Master case means packaging for approximately 10.000 Cigarette. Member States means States that are members of the European Union. Non-Participating Member States mean for those Member States that are not parties to this agreement. OLAF means the Anti-Fraud Office of the European Commission, or any successors thereof. Pack means packaging for approximately 20 Cigarette. Participating Member States mean for those Member States whose signatures to this agreement have been delivered to Japan tobacco companies by the Execution date together with those Member States that subsequently accede to this agreement in accordanc with clause 25. Party or parties means a party or parties to this agreement that is listed or referred to by it/on the title page of this agreement and have acceded to this agreement by executing a signature page but excluding Japan Tobacco Inc. Relevant Law means the relevant law, statute, Ordinance, rule, regulation or other provision having the force of law or effect in the EC and/or any Member State which in effect with in each Member State as of the date of its signature or the ECU by the amended or enacted or a Member State after the date of its signature. Request for Termination means (a) a written request to clause 5.13 pursuan from OLAF that a Certified, Certified Contractors or Customers a Second or subsequent Purchaser be terminated. RJR Reynolds American Entities to means Inc., R.J. Reynolds Tobacco Company (a North Carolina corporation), R.J. Reynolds Tobacco Company (a Delaware corporation), R.J. Reynolds Tobacco Company (a New Jersey corporation), RJR virsliga Inc., R.J. Reynolds Tobacco International, Inc., RJR Acquisition Corp., virsliga Group Holdings Corp. RJR Holdings Corp. virsliga, R.J. Reynolds Tobacco holdings, Inc., the R.J. Reynolds Global products, Inc., and all their affiliates and subsidiar to existing on May 12 , 1999 or acquired thereafter (which, for the avoidance of doubt, does not include any Japan Tobacco Group companies). Second Purchaser means any individual or business to whom or to which the first Purchaser directly sells one thousand or more Master of Cigarette cases in any 12 month period. Statement of the Non-compliance means the statement which OLAF shall provide the Japan tobacco companies pursuan to clause 11.2 of the if it reasonably believe that failing to perforrn ut300r2u their obligation under the agreement. Subsequent Purchaser means any individual or business to whom or to which directly or indirectly Second Purchaser sells one thousand or more Master of Cigarette cases in any 12 month period. Termination notice means a notice pursuan to clause 12, served to the pursuan processes in clause 15 specifying the nature of any material breach in sufficient detail so as to enable the Party in receipt to evaluate what action it should take. Trier laboratories means the laboratory located at JT International GmbH Diedenhofener Strasse 20, 54294 Trier, Germany. 2.2 save where the context otherwise requires: (a) a reference to any clause, the sub-clause or annex shall be construed without further designation as a reference to the clause, the sub-clause or annex it or of this agreement so numbered; (b) clause and annex with headings for convenienc only and shall not be taken into account in the interpretation of this agreement; and (c) a reference to any gender shall include all gender and reference to the singular shall include the plural and vice versa. 3. the COMMITMENT OF JAPAN tobacco companies General commitment 3.1 Japan tobacco companies confirm their ongoing commitment and obligation to comply with all applicable laws, including those of the EC and the Member States and, in particular, those relating to each their conduct: (a) the payment of import duties, value added tax, excise duty, impost payable and others in relations to Japan Tobacco Cigarette; (b) the handling of payments which are received from Certified customers, Certified Contractor, obligor, license and others in respect of Japan Tobacco Cigarette; (c) currency reporting and record-keeping requirements in relations to Japan Tobacco Cigarette; and (d) the trade restriction or prohibition in relations to Japan Tobacco Cigarette. 3.2 In the event that Japan tobacco companies acquir new manufacturing facilities after the Execution date that would have been subject to this agreement if they had been a part of Japan tobacco companies on the Execution date and which would, but for this clause, be subject to the terms of this Cooperation Agreement, the parties agree that the obligations of JTH JTI shall be it and make commercially reasonable efforts within 12 months of their implementations of such acquisition the requirements of this agreement in those new manufacturing facilities and after the expiry of the 12-month period, are those new facilities shall be considered part of Japan tobacco companies for the purpose of this agreement. JTH JTI and/or should reasonably require additional time for the implementation of the requirements of this agreement in any such new manufacturing facilities, and/or in the JTH JT may make a reasoned request for an extension to OLAF. The ECU and the Participating Member States agree that consent to a reasoned request for a reasonable extensions under this sub-clause shall not be unreasonably withheld. 3.3 In the event that a company or group of companies engaged in the manufacture, sale, distribution and/or storage of carrying of non-Cigarette tobacco in Japan is acquired by or merged trademarks into Japan tobacco companies subsequent to the Execution or any data, Japan Tobacco Company otherwise obtain, directly or indirectly, ownership of such a company or group of companies with the ability to exercise direct management control over it , Japan tobacco companies and the EC shall, as soon as reasonably practicabl, meet to discuss the exten it and the time frame within which, the provision of this agreement and any other agreement but Weena the parties coming into force at or immediately prior to the Execution date, might be reasonably applied, by agreement to the acquired company or group of companies. 3.4 without prejudice to sub-clause 3.3, in the event that a company or group of companies engaged in the manufacture, sale, distribution and/or storage of carrying of non-Cigarette tobacco in Japan is acquired by or merged trademarks into Japan tobacco companies subsequent to the Execution or any data, Japan Tobacco Company otherwise obtain, directly or indirectly, ownership of or the ability to exercise direct management control over such a company or group of companies , Japan tobacco companies to apply undertak each of the obligation set out in the sub-Commission's 3.5 to 3.12, clause 4 and sub-clause 5.1, to all entities to which thereby become Japan tobacco companies with effect from 2 years from the date that such company is acquired with respect to all Cigarette sold by any of the Japan Tobacco Company carrying any trademark owned or controlled by the acquired company or group of companies and being under the management control of any Japan Tobacco Company as a result of that acquisition. With respect to any such entity, any time limit in the sub-Commission's 3.5 to 3.12, clause 4 and sub-clause 5.1 for the implernentation of the obligation set out in those sub-Commission, shall be extended to 2 years from the date that the entity was acquired. Japan Tobacco's Program of Japan tobacco companies 3.5 shall retain and enforce the program substantially in the form of Japan Tobacco's Program and providing, in the aggregate, (a) the degree of compliance and ethical standards not materially less than those arising from Japan Tobacco's Program the axis defined at the Execution date of this agreement. 3.6 Japan tobacco companies shall make commercially reasonable efforts to ensur a compliance by their officers, employees and agents with the principles and requirements of this agreement and Japan Tobacco's Program. 3.7 Japan tobacco companies shall enhance Japan Tobacco's Program of material changes continually to reflec in international practice and developments in technologies and procedures and shall inform OLAF of any material change in those programmes when submitting its certificate of compliance. 3.8 conduct that is unlawful or that of this agreement or violat Japan Tobacco's Program shall not be condoned under any of circumstanc. This includes conduct that occure in a country that does not enforce a restriction or prohibition led in this agreement or Japan Tobacco's Program in its own law or in which such a violation is not subject to public criticism or censure. 3.9 After detecting any violation of this agreement or Japan Tobacco's Program, Japan tobacco companies shall make all commercially reasonable efforts to prevent and/or penalis of further similar conduct. 3.10 Japan tobacco companies acknowledg that the fact that a competitor or other company may appear to be engaged in an illegal activity without incurring any penalties does not mean that Japan tobacco companies can be involved in such illegal activity or condon the involvement of their Certified customers or Certified contractors or anyone associated with Japan tobacco companies in such illegal activity. 3.11 Within 6 months of the date of Execution of this agreement, Japan Tobacco's revised their programmes shall be incorporat the relevant components included in this agreement. In the event of any inconsistency between Japan Tobacco's Application and this agreement, the latter shall prevails. Internal Communications 3.12 Japan tobacco companies shall make the following available to all Japan tobacco companies ' employees on Japan tobacco companies ' internal website: (a) this agreement; (b) Japan Tobacco's Programme, as revised as a result of this agreement; (c) frequently asked questions and answers relating to this agreement; (d) frequently asked questions and answers relating to the revisions made to Japan Tobacco's Program; and (e) a link to the reporting system established the sub-Commission's pursuan 4.6 to 4.7 4. INTERNAL compliance ORGANISATION Japan tobacco companies ' compliance Officer 4.1 For the purpose of this agreement, JTI shall maintain in place at all times (a) the Chief Compliance Officer for Japan tobacco companies who shall report directly to the Board of JTH. The Chief Compliance Officer shall have the authority and be responsible for: (a) reviewing Japan tobacco companies ' practices relating to the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette; (b) defining, with the Corporate Responsibility Committee of JT, the various compliance objective of Japan tobacco companies; (c) undertaking and executing any and all of the commitment made under this agreement by Japan tobacco companies; (d) overseeing and investigating compliance by Japan tobacco companies with Japan Tobacco's Program and the agreement; (e) developing and reviewing education and training program for employees relating to the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette in accordanc with Japan Tobacco's Program and the agreement; and (f) serving, directly and/or through appropriate staff, as a contact point for communications between Japan tobacco companies and the ECU and the Participating Member States. 4.2 Japan tobacco companies shall, within 12 months of the date of Execution of this agreement, a compliance officer appoin field or their equivalent and regional compliance officers or their equivalent, with responsibility for monitoring and measuring compliance with Japan Tobacco's Programme and fulfilling the responsibilities set out therein. These field and regional compliance officer will report, through the compliance management structure, to the Chief Compliance Officer. Japan tobacco companies shall provide OLAF with a comprehensive and up-to-date list of its appointed field and regional compliance officer on the first anniversary of the Execution date and on each anniversary of the Execution date thereafter. Delegation of Authority relating to Substantial discretionary authority 4.3 the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette, or the establishment of policies and business practices relating to them, shall be delegated by Japan tobacco companies only to Japan tobacco companies ' employees that Japan tobacco companies reasonably believe, after the exercise of due diligence, have demonstrated the ability and commitment to act in full compliance with all applicable laws , Japan Tobacco's axis of the revised Program, the KYC application and the requirements of this agreement. Performance Review 4.4 Japan tobacco companies shall have in place and shall continue to review the update procedure on an annual basis, the performance of employees, whose activities relate to the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette and to take effective and appropriate steps, against the employee and/or vis-à-vis the authorities, in the event that an employee file to comply with Japan Tobacco's Program. Training Program of the Japan tobacco companies 4.5 shall have in place, and shall continue to update, mandatory training program for their employees, whose activities involv the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette, or the establishment of the policies and business practices relating to these activities. The curriculum for such training program shall cover of this agreement and its application to the policies and business practices relating to the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette, and it shall be notified by OLAF and the Participating Member States. The employees responsible for designing and implementing the training programme covered under this sub-clause shall, at least once a year, either conduct or participat in the training programme designed to keep Japan and educat tobacco companies ' employees about their compliance obligations under Japan Tobacco's Application and this agreement, with supplemental training to be required if not cessary, at the discretion of the Chief Compliance Officer. At least once a year, a representative of OLAF shall participat in the training for Japan tobacco companies ' employees. Reporting of the Activity of the Japan Tobacco Suspicio 4.6 companies shall require any employee of Japan tobacco companies who suspects that there has been a violation of Japan's tobacco Program or this Agreerrien by another employee or by a Certified Certified Contractor, Customer or to report promptly the activity to a field compliance officer or the Chief Compliance Officer and/or in-house legal counsel. To the exten the permitted by law, the identity of the reporting employee will be kep to confidential, if so requested by the employee. 4.7 the Chief Compliance Officer shall create a reporting system that will allow employees of Japan tobacco companies to report either in confidence or, to the exten the permitted by law, to an appointed contact person anonymously, including by e mail, regular mail, or telephone, or any of the transactions, including suspicio, but not limited to, cash transactions in an amount greater than $10.000, or any suspected involvement of Japan tobacco companies ' employees, a Certified Contractor or Certified customers in: (a) the manufacture, sale, distribution and/or storage of Illegal product; (b) any related illegal activity; or (c) transactions that do not correspond to ordinary commercial practices, violat this agreement or Japan Tobacco's Program, or make Japan Tobacco Cigarette to the diversion into the illegal vulnerabl trade channels. To the permitted by law be exten, reporting if the employee so requests, the identity of the reporting employee shall be kep to confidential at all times by any appointed contact persorn and shall not be disclosed when informing the field compliance officer, Chief Compliance Officer and/or in-house legal counsel of the transaction of suspicio (s). 4.8 Japan tobacco companies shall immediately investigat any report of any potential transaction referred to in axis of suspicio sub-clause 4.7 that is not and shall provide spurio OLAF with a report, to the exten the permitted by law, if on investigation, there are reasonable grounds for believing that there has been an infringement. 4.9 Japan tobacco companies shall, to the exten the permitted by law, it will encourag employees and/or agents to make themselves available, and specifically ensur that the Chief Compliance Officer or an appropriate employee will make themselves available, to OLAF and any relevant Participating Member State for interviews and for the purpose of giving sworn statements, as required by OLAF and reasonably requested and the Participating Member States relating to matters which, with a covered by this agreement and that have arisen after the Execution date of this agreement. Any such interview and/or statements by Japan tobacco companies employees and/or agents shall be with or without the assistance and/or presence of representatives of Japan tobacco companies, as the employee/agent shall request. 5. CERTIFIED CUSTOMERS AND CERTIFIED CONTRACTOR relations Supply Obligations 5.1 Japan tobacco companies shall supply Japan Tobacco Cigarette only in that the quantit commensurat with a legitimat consumption in the Intended market of Retail sale and shall refus to supply the Cigarette that exceeds 100 such consumption. Within six months of program KYC 5.2 of the Execution date of this agreement, Japan tobacco companies shall undertak, on a world wide basis, to apply this agreement, as relevant, and their KYC application to any contracts with any new first Purchaser or Contractor that may be expected to purchase and/or handle more than 2.500 Master of Japan Tobacco Cigarette cases in any 12 month period at any time during the first two years of doing business with Japan tobacco companies , or who subsequently does purchase and/or handle more than 2.500 Master of Japan Tobacco Cigarette cases in any 12 month period at any time during the course of this agreement, so that those first Purchaser or contractors become Certified or Certified Contractor Customers. 5.3 Within one year of the date of Execution of this agreement and to the exten the permitted by law, Japan tobacco companies shall, on a worldwide basis, to apply this undertak agreement, as relevant, and their KYC application to contracts with all of their existing first Purchaser and Contractor, that as of the date of Execution of this agreement, the purchase and/or handle with a reasonably expected it, or continue to purchase and/or handle, more than 2.500 Master of Japan Tobacco Cigarette cases in any 12 month period so that those first Purchaser or contractors become Certified or Certified Contractor Customers. 5.4 Japan tobacco companies shall, to the exten the permitted by law, require their Certified customers and Certified Contractor to adher to the principles of this agreement, as relevant, and Japan Tobacco's Program as a condition of obtaining the certification as such. 5.5 Japan tobacco companies shall, to the exten the permitted by law, conduct regular reviews, on an ad hoc basis but at least once a year, as a condition of renewing the certification of Certified customers and Certified contractors. These reviews shall be conducted by reference to this agreement, as relevant, and Japan Tobacco's Program. 5.6 Japan tobacco companies ' representatives, shall be permitted by the law of the exten, carry out regular documented the visits it Certified and Certified Contractor Customers inspect their operations to their sites to ensur the application of this agreement, as relevant, and Japan Tobacco's Program. 5.7 If Japan tobacco companies discover that a Certified Customer or a Certified Contractor no longer materially compl to with the principles of this agreement or Japan Tobacco's Program, and can't adjust it so sharp their positions comply within a reasonable time frame which shall not exceeds 100 6 months, they shall take all reasonable steps open to them, to the exten the permitted by law It tenainat the relationship within a reasonable time. Japan tobacco companies should reasonably require additional time for a Certified Certified Contractor to Customer or renew compliance with the requirements of this agreement, Japan tobacco companies may make a reasoned request for an extension to OLAF. The ECU and the Participating Member States agree that consent to a reasoned request for a reasonable extension under this sub-clause shall not be unreasonably withheld. 5.8 Japan tobacco companies shall, to the exten the permitted by law, keep full up to-date records on all Certified customers and Certified Contractor for at least five years including: (a) material commercial documents relevant to this agreement, such as invoices, correspondenc of a material nature to and from Customer or Contractor, said Certified Certified internal correspondenc of a material nature relating the theret , contracts, credit analysis, cargo manifest declarations to any relevant authorities, transport documents and other shipping documents; (b) documents obtained by Japan tobacco companies as part of the KYC procedure; (c) any inquires to the from and responses to government agencies regarding the Certified Customers, the Certified Contractors or their businesses; and (d) all records relating to payments made by the first Purchaser for Japan Tobacco Cigarette. Certified Customers and Certified Contractor contract terms 5.9 In all new, revised or renewed stands out among contracts with Certified customers and Certified Contractor, Japan tobacco companies shall require that the following principles are adhered to: (a) full compliance at all times with all applicable laws in each of the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette; (b) full compliance with the principles of Japan tobacco companies ' code of conduct, available at www.jti.com; (c) Japan Tobacco Cigarette's must be delivered for sale into the Intended market of Retail sale; (d) Japan Tobacco Cigarette packaging must not be ' altered in any way; (e) full cooperation with any EC and/or Participating Member State investigations relating to their Illegal product, to the exten the permitted by law; (f) express consent to be granted unconditional and the Japan tobacco companies to terminate the business relationship if any Japan Tobacco Company comes into the possession of reasonable evidence that the Contractor has Certified Customer or Certified, after the Execution date of this agreement, unlawfully, knowingly or recklessly engaged in or facilitated the manufacture, sale, distribution and/or storage of Illegal product , or any other related illegal activities; (g) express unconditional consent to be granted and, to the exten the permitted by law, the Japan tobacco companies their disclos the terms and condition of any sale of Japan Tobacco Cigarette to the first Purchaser and any related infonnation in response to a valid and specific governmental inquiry relating to their Illegal product; and (h) not to sell or resell any of the Cigarette in Japan Tobacco a person or entity: (i) whom the Certified Customer knows or reasonably should know is engaged in any illegal trade; or (ii) where the Customer has obtained the Certified Documentary or Other Substantive evidence of that the person/entity is engaged in any illegal trade; or (iii) who is a Blocked Customer or a Blocked Contractors. 5.10 Japan tobacco companies shall make reasonable efforts to conunercially ensur that substantively equivalent provision with a progressively inserted on the first occasion of practicabl into the contracts entered into by the Purchaser with the first Purchaser and Purchaser, Second by Second with subsequent Purchaser. Termination of contracts with customers/contractors Certified 5.11 Japan tobacco companies shall, to the exten the permitted by law, terminate their business relationship with any Customer or Certified Contractor upon Japan Certified tobacco companies coming into possession of Documentary or Other evidence of Substantive that the Certified Customer or Certified Contractor has, after the Execution date of this agreement, unlawfully, knowingly or recklessly engaged in or facilitated the manufacture , sale, distribution and/or storage of Illegal product or any other related illegal activities. Any Certified Customer or Certified Contractor so terminated shall become a Blocked Customer or a Blocked Contractors, respectively, and OLAF shall be so notified. 5.12 In the event that the OLAF provides Japan tobacco companies with Japan tobacco companies, or otherwise come into the possession of, or Other Substantive evidence of Him that a Second or subsequent Purchaser Purchaser has, after the Execution date of this agreement, unlawfully, knowingly or recklessly engaged in or facilitated the manufacture, sale, distribution and/or storage of Illegal product, Japan tobacco companies shall make commercially reasonable efforts , including termination of the business relationship, if appropriate and permitted by the the exten to law, to require the Purchaser to cease supplying the first Japan tobacco The Second such cigarette Purchaser (or in the event of a subsequent Purchaser, Second and subsequent Purchaser vi, as needed, down to the immediate supplier of Japan Tobacco Cigarette to the relevant subsequent Purchaser). 5.13 OLAF may request in writing that: (a) a Certified Customer or Certified Contractor; or (b) a Second or subsequent Purchaser; be terminated if OLAF will obtain the credibl evidence that any such person or entity has, after the Execution date of this agreement, unlawfully, knowingly or recklessly engaged in or facilitated the manufacture, sale, distribution and/or storage of Illegal product. Within 45 days of receiving a request for Termination, Japan tobacco companies shall provide a response to the its decision as giving OLAF to the request for Termination. In the event that Japan tobacco companies rejec the request for Termination, they shall provide the reasons for that decision. In the event that OLAF, after considering Japan tobacco companies ' response, remains of the view that the relevant person or entity should be tenninated, OLAF and the relevant Japan tobacco companies shall meet and confer in a good faith effort to resolve the dispute. If the dispute has not been resolved within 30 days of this meeting or within 90 days of the request for Termination, whichever is earlier, OLAF may bring the dispute before the arbitrator in accordanc with clause 14 of this agreement and request an order from the arbitrator requiring that Japan tobacco companies terminate the business relationship with the relevant person or entity , and that the person or entity listed as a Blocked these terminated be Customer or a Blocked Contractors. If it is determined under this clause that a Second Purchaser or subsequent Purchaser is to be terminated shall be treated, for that determination by Japan tobacco companies as Documentary or Other evidence of Substantive and Japan tobacco companies shall proceed under clause 5.12 above on that basis. 5.14 To the exten the permitted by law, Japan tobacco companies shall maintain a list of Blocked and Blocked the customers contractors. Unless it is otherwise agreed by Japan tobacco companies and OLAF, a Blocked Customer or a Blocked Contractors shall remain so designated for 5 years after the termination of Japan tobacco companies ' business relationship with such Blocked Customer or Contractor and of such Blocked Blocked Customer or Contractor shall be permitted to Blocked conduct business with Japan tobacco companies, directly or indirectly , relating to the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette's during that time. After the expiration of the 5-year period, a Blocked Customer or a Blocked Contractors may reapply to become a Certified Contractor and Certified Customer or, at that time, shall be subject to the then applicable KYC application. Accountability for payments 5.15 Japan tobacco companies shall adher to the anti-money laundering policies, which are designed to ensur that they receive payment for Japan Tobacco Cigarette from legitimat source solely of. The policies developed by Japan tobacco companies to monitor all payments made for the Cigarette sold and/or distributed by Japan tobacco companies shall include the "designed to prevent the use of the proceed of any illegal activity, in any form whatsoever, as payment for a Cigarette. 5.16 Japan tobacco companies shall only accept payments from customers or Certified contractors Certified in conformity with the invoice for the Japan Tobacco Cigarette's concerned. 5.17 Japan tobacco companies shall require all Certified Customers and Certified Contractor payments to be made in the same currency and same amount as the invoice issued by Japan tobacco companies, and from bank accounts which have been identified to the KYC pursuan component of Japan Tobacco's Program. 5.18 payments for each invoice or group of invoices due shall be made by a single payment instrument. 5.19 the Japan tobacco companies shall accept only the following methods of pay men to: (a) wire transfer or cheque from a bank account of the nominated during the KYC process and in the name of the Customer or a Certified Contractor or Certified from a bank account in the name of a proven affiliate of the Certified Customer or Certified Contractor; (b) the SPORTSBETTING FAQ's and bank draft cheque issued by a bank of good standing in the country in which the Customer or Contractor is located in the Certified Certified; or (c) cash payments, but only where the nature and scale of the Certified Customer's or Certified Contractor's business is such that it is not commercially under the local feasibl conditions to use any other form of payment. 5.20 the Exception to the requirements of the sub-Commission's 5.19 it may be made 5.15 on a case-by-case basis and must be approved in advance and in writing by the Chief Compliance Officer. The reasons for granting any exception shall be documented, and shall become part of the Certified Customer or Certified Contractor records to their sub-pursuan CEAS clause 5.8.6. TRACKING TRACING procedures 6.1 & Japan tobacco companies shall make commercially reasonable efforts within a reasonable time period, they develop and implementations that highly effective tracking and tracing procedures in order to combat Contraband Japan Tobacco Cigarette. Towards this end, Japan tobacco companies shall maintain an ongoing research programme into new and/or enhanced Master case, Carton and Pack marking technologies. 6.2 Japan tobacco companies shall make commercially reasonable efforts to develop and implementations that such tracking and tracing technologies and procedures, provided that such a commercially and technologically proven it to be feasibl, to enable them progressively to make Master cases, Carton and/or Pack of Japan Tobacco International, Japan Tobacco Cigarette carrying the trademarks with labels, codes or other information that allows for the complete identification of the : (a) the Intended market of Retail sale; (b) the first Purchaser name and order number; (c) the shipment date; (d) the shipment to the destination; (e) point of departure; (f) the consigne; (g) product description; (h) the date of manufacture of the product; (i) manufacturing facility at which the product was manufactured; (j) the machine on which the product was manufactured; and (k) the production shift during which the product was manufactured. 6.3 the implementation of tracking and tracing technologies and procedures will exclude any products which are manufactured, sold or distributed in the promotional packaging for promotional purpose, provided that the total volume of packaged Japan Tobacco Cigarette of promotionally carrying International Japan Tobacco trademarks: (a) for any specific market, shall not exceeds 100 175 million in any calendar year, Cigarette and (b) for all markets , shall not exceeds 100 750 million Cigarette in total in any calendar year. Japan tobacco companies should reasonably require an increase in the volume threshold for packaged tobacco Cigarette of promotionally Japan excluded from implementation of tracking and tracing technologies and procedures under this sub clause, Japan tobacco companies may make a reasoned request for such an increase to OLAF. The ECU and the Participating Member States agree that consent to a reasoned request for a reasonable increase under this sub-clause shall not be unreasonably withheld. Master cases 6.4 Japan tobacco companies shall make commercially reasonable efforts to implementations that, within 6 months of the date of Execution, tracking and tracing technologies and procedures make all Master of Japan Tobacco Cigarette cases for carrying International Japan Tobacco trademarks manufactured within the Member States and sold within or into those countries with unique machine-scannable and human-readabl tracking codes that allow for the complete identification of the information as outlined in the sub-clause 6.2 above. 6.5 subject to the sub-clause 6.6 below, the same process outlined in sub-clause 6.4 above will be implemented for Japan Tobacco International, Japan Tobacco Cigarette carrying the trademarks sold within or into the Member States but manufactured outside the ECU within 12 hours of the Execution date. 6.6 the Japan tobacco companies shall make commercially reasonable efforts to implementations that within 18 months of the date of Execution, tracking and tracing technologies and procedures make all Master of Japan Tobacco Cigarette cases for carrying International Japan Tobacco trademarks manufactured in or sold into the countries listed in Annex 5 with the unique machine-scannable and human-readabl tracking codes that allow for the complete identification of the as outlined in sub-infonnation clause 6.2 above its that for Switzerland, the relevant period shall be 24 months. 6.7 If, during any 12-month period after the Execution date, OLAF learn of at least 5 of the chicken pox vaccine and Contraband tobacco Cigarette of Japan, each totalling at least 4 million Cigarette and each concerning the same Japan Tobacco Trademarks and the same Intended market of Retail sale, OLAF may provide Japan tobacco companies, subject to the constraint of applicable law, with specific information concerning the chicken pox vaccine and. After consultation with OLAF, Japan tobacco companies shall in any further action whethers determin is required. If, during any 12 month period subsequent, OLAF learn of 3 further, each of the chicken pox vaccine and which totals at least 4 million Cigarette, and each of the same Japan Tobacco Trademark and Intended market of Retail sale, Japan tobacco companies shall implementations that tracking tracing technologies and procedures make all Master of Japan Tobacco Cigarette cases carrying the particular of Japan Tobacco Trademarks for the Intended market of Retail sale in question , with the unique machine-scannable tracking codes that allow for the complete identification of the axis, outlined in sub-infonnation clause 6.2 above, within a reasonable time frame not to 12 12 months, provided that to do so would not result in economically-disproportionat consequences for Japan tobacco companies. Japan tobacco companies and the EC shall meet and confer and attempt in good faith to resolve any dispute relating to implementation of tracking and tracing whethers technologies pursuan to this sub-clause would result in consequences for the economically disproportionat Japan tobacco companies. If the dispute has not been resolved within 60 days of this meeting, any of the parties may bring the dispute before the arbitrator in accordanc with clause 14 of this agreement. 6.8 Should Japan tobacco companies reasonably require additional time for the implementation of additional tracing program tracking the pursuan to sub-clause 6.7 Japan tobacco companies may make a reasoned request for such an extension the OLAF. The ECU and the Participating Member States agree that consent to a reasoned request for a reasonable extension under this sub-clause shall not be unreasonably withheld. Carton and Pack Japan tobacco companies 6.9 shall make commercially reasonable efforts, within 30 days of their implementations of the Execution date, tracking and tracing technologies and procedures to make Carton and: (i) where and when needed; and (ii) as agreed by both OLAF and JT, Pack of Japan Tobacco International, Japan Tobacco Cigarette carrying the trademarks manufactured within the Member States and sold within or into those countries with unique machine-scannable, and, where practicabl, human-readabl tracking codes that allow for the complete identification of the infomiation as outlined in sub-clause 6.2 above. This implementation schedule shall be extended by one year for any product sold within or into the Member States but manufactured outside the Member States. Japan tobacco companies should reasonably require additional time to tracking and tracing implementations that technologies and procedures to make Carton and/or packs to this sub-pursuan clause, Japan tobacco companies may make a reasoned request for an extension to OLAF. The ECU and the Participating Member States agree that consent to a reasoned request for a reasonable extension under this sub-clause shall not be unreasonably withheld. 6.10 Japan tobacco companies shall make commercially reasonable efforts, within 42 months, the implementations of the Execution date, tracking and tracing technologies and procedures to make Carton and: (i) where and when needed; and (ii) as agreed by both OLAF and JT, Pack of Japan Tobacco International, Japan Tobacco Cigarette carrying the trademarks manufactured in or sold into the countries set out in Annexe 6 with unique machine-scannable and where practicabl, human readabl tracking codes that allow for the complete identification of the information as outlined in the sub-clause 6.2 above. Japan tobacco companies should reasonably require additional time to tracking and tracing implementations that technologies and procedures to make Carton and/or packs to this sub-pursuan clause, Japan tobacco companies may make a reasoned request for an extension to OLAF. The ECU and the Participating Member States agree that consent to a reasoned request for a reasonable extension under this sub-clause shall not be unreasonably withheld. Scanning technologies & databases 6.11 Japan tobacco companies shall make commercially reasonable efforts to implementations that technologies which are capable of scanning all Master cases, Carton Pack, and/or within 3 months of becoming subject to marking of the sub-Commission pursuan 6.4 to 6.10 above, in order to capture and record the information as outlined in the sub-clause 6.2 above by means of the unique tracking code and to link that information in a tracking and tracing database as described below. 6.12 Japan tobacco companies shall make commercially reasonable efforts to provide OLAF and the Participating Member States with access to code reading technologies to enable the scanning of Master cases, Carton and/or Pack. Upon implementation of the Master case, Carton Pack and/or scanning to Section 6.11 pursuan above, Japan tobacco companies shall make commercially reasonable efforts to provide OLAF and the Participating Member States with remote access to the automated dedicated searchable tracking tracing database referred to above. 6.13 Electronic records created and stored within the dedicated tracking and tracing database shall be retained for at least five years. 6.14 the parties agree that information led on the tracking and tracing database is confidential business information, which must be used only for the purpose of access specified in this agreement and must not be disclosed to third parties, unless required by law. 6.15 the parties agree that, at the appropriate time, having received the cessary information from Japan tobacco companies, OLAF will be responsible for making all reasonable efforts to train and inform the authorised persons and entities to all with access to the tracking and tracing databases about the handling and the importanc of the secrecy and confidentiality of the password, security features and information led in the tracking and tracing databases. In the case of a wilful breach of the knowing and the confidentiality of the tracking and tracing databases or of the information therein any duly authorised led by law enforcement authorities, or other Participating Member States or the ECU agent or representatives who receive tracking and tracing information to pursuan this agreement, other than (a) the person acquiring the tracking and tracing of data through compulsory legal process , Japan tobacco companies may set-off against the payments due under i) clause 7 to the relevant Participating Member State; and, (ii)) to the exten to cessary, under clause 8 hereinafter Anya demonstrabl and material loss or damage resulting from any of the claims it made against Japan tobacco companies as a result of the damage sustained due to the unauthorised use or disclosure by the ECU or Participating Member States of password security features or information led in the tracking and tracing databases. The parties agree that the mere fact that information provided to the EC and/or Participating Member States the has been made public shall not, in and of itself, evidence of the conclusiv of the constitut a breach of the confidentiality of the tracking database tracing information. Any dispute as to: (i) the whethers the breach was knowing and wilful; (ii) the whethers Japan tobacco companies have suffered a demonstrabl loss or damage resulting from the unauthorised use of passwords, security features or information led in the tracking and tracing databases; (ii) such loss is a significant whethers or de minimis; or (iv) the amount of such loss or damage, shall be settled, if not agreed by the parties, by the arbitrator in accordanc with clause 14 of this agreement. Futher sales 6.16 Japan tobacco companies, OLAF and Participating Member States recognis that in certain circumstanc, effective tracking and tracing it to prevent the trade in Illegal product can be enhanced when the first Purchaser will maintain additional databases that are similar to the tracking and tracing database to be maintained by Japan tobacco companies, regarding the Second or subsequent Purchaser Purchaser sales sales. For this purpose, Japan tobacco companies shall make commercially reasonable efforts to develop and expand the scope of their tracking and tracing database technology to cover the sales of the first Purchaser, the Second and subsequent Purchaser Purchaser (where feasibl) and to give OLAF and Participating Member States access to any such database. In any event, Japan tobacco companies shall make commercially reasonable efforts to deploy their tracking and tracing technology to those first Purchaser, Purchaser and subsequent Second Purchaser voluntarily request that such deployment. Intended market of Retail sale manuals 6.17 tobacco companies of Japan shall provide information on marking and markets on the Execution date. Such information shall include cop out of 30 a reference manual designed to allow for the determination of the Intended market of Retail sale of all Japan Tobacco Cigarette's sold worldwide. 6.18 For the avoidance of doubt, none of the tracking and tracing obligation of Japan tobacco companies led in this clause 6 shall apply: (a) any tobacco product in any non-cigarette forms, including "roll-your-own" tobacco; (b) the countries where, under local statutory law in existenc at the Execution date, a system of tracking and tracing is applicable and is in operation in relations to the productions of Japan Tobacco Cigarette of which provides substantially equivalent information to that required under sub-clause 6.2, as certified by Japan tobacco companies. Japan tobacco companies shall make commercially reasonable efforts to integrate any information as outlined in the sub-clause 6.2 above, captured and recorded under any local system of tracking and tracing, into the dedicated searchable tracking and tracing database referred to in sub-clause 6.12 and to provide OLAF and the Participating Member States with remote automated access to the same; and (c) the Japan Tobacco Cigarette carrying of Japan Tobacco International, Japan Tobacco trademarks or the trademarks, which are manufactured by Japan tobacco companies or a Certified Contractor and are intended to be sold only in an Intended market of Retail sale where there is a single first Purchaser for that Intended market of Retail sale and the Carton Pack and/or marking in operation for that market indicates the Intended market of Retail sale and the place of manufacture. Upon execution of this agreement Japan tobacco companies shall provide OLAF with a list of any markets excluded pursuan to this sub-clause, and update that list as appropriate.

7. ILLEGAL product of the CHICKEN POX VACCINE and 7.1 It is the practice of OLAF to maintain, for the five year, detailed records of all of the chicken pox vaccine and are notified to OLAF. As such, this practice would be equally applicable to all of Japan Tobacco Cigarette of the chicken pox vaccine and the are OLAF after it notified the Execution date. It is also the current practice of OLAF to answer fully and promptly any request that companies cooperating with OLAF may make for information on chicken pox vaccine and of their products, or information related to such, from OLAF, the chicken pox vaccine and the exten the permitted by law and provided that doing so would not jeopardis any Member State or ECU activity. As such, this practice would be equally applicable to all requests made by Japan tobacco companies for such information on chicken pox vaccine and of Japan Tobacco Cigarette, or information related to such of the chicken pox vaccine and Japan Tobacco Cigarette. In addition, such information, insofar as it is relevant to Japan tobacco companies ' activities to control Illegal product, may, at OLAF's option, be made available to Japan tobacco companies or be presented at the annual meeting between Japan tobacco companies, OLAF and the Member States Participating to the sub-clause pursuan 9.4.7.2 It would be the normal practice of OLAF, to the exten the permitted by law , and provided that doing so would not jeopardis any Member State or the activity, the investigation or the ECU provide Japan tobacco companies within 30 days of notification to OLAF by a Participating Member State, with a notice by Participating Members of the chicken pox vaccine and a State of 50.000 or more bearing on Japan Tobacco Cigarette trademarks or descriptors, logos bearing and others design giving the appearance of being Japan Tobacco trademarks , including: (a) the date, time and location of the chicken pox vaccine and; (b) the brand of Cigarette seized the indicated on the packaging and, if available, any indication of the Intended market of Retail sale; (c) the quantity of Cigarette seized; and (d) any identification marking that appear on the Master Case or Carton of the Cigarette seized. 7.3 To the exten the permitted by law, Japan tobacco companies shall be permitted to inspect the seized such Cigarette in the condition they were in at the time of the chicken pox vaccine and within 30 days of the notice of, and the chicken pox vaccine and select random sample of the Cigarette seized for examination. The seizing authority may also select sample of that Japan tobacco companies must examin. Trier laboratories 7.4 Japan tobacco companies shall give full free technical support to OLAF and/or the Participating Member States in identifying Illegal product connected with any Japan Tobacco Company activities and its sources and will provide services from their laboratories in Trier to OLAF and the Participating Member States for this purpose in the following manner: (a) OLAF will receive the designation made by the Participating Member States of up to 5 specific services , agencies or departments per Participating Member State shall each be entitled the who, together with OLAF, to call upon the services of Japan tobacco companies ' laboratories though the Trier An Individual; (b) OLAF will provide Japan tobacco companies upon request, and prior to any service or agency or Department having the use of the services of the Trier laboratories, with the names of the personnel within each of these organisations and within the request of OLAF entitled such use, being for OLAF from more than 5 and up to 5 for each service, agency or Department designated by a Participating Member State; (c) prior to OLAF and/or a Participating Member State having use of such services, Japan tobacco companies must be provided with a written request. Japan tobacco companies shall then make efforts that are commercially reasonable in the light of the number of such requests being received from the multiplicity of services, agencies and departments amongs the Participating Member States and the resources of the Trier laboratories axis at the Execution date, to provide such services within 15 business days of any such written request provided in accordanc with the provision of clause 15. The ECU and Participating Member States understand that, if the volume of such requests, the reach of the unforeseen level a delay may be the inevitabl in Japan tobacco companies ' granting of any particular request and in such case such a delay will not be considered inevitabl (a) breach of the letter or spirit of this agreement; (d) An Individual, OLAF and Participating Member States: (i) must protect the confidentiality of any information obtained from the laboratories; (ii) must not be disclos this information to any unauthorised personnel; and (iii) must not share the information obtained with any third parties except with appropriate law enforcement agencies or in court proceedings or as otherwise required by law; and (e) in the event that OLAF and/or Participating Member States need to make public information – obtained from the Trier laboratories, OLAF and/or Participating Member States shall use the best efforts with Japan tobacco companies to reach an agreed form of communication. 7.5 Within 60 days of any occurrence of the chicken pox vaccine and provided it to the Japan tobacco companies pursuan to sub-clause 7.2 above, or within 30 days of the inspection of the seized of their sub-cigarette pursuan clause 7.3 above, whichever comes first, Japan tobacco companies shall provide a written response to the seizing of OLAF and Participating Member State authority stating, whethers the Cigarette with a Japan Tobacco Cigarette or Cigarette tobacco of counterfeit Japan. 7.6 where a notice has been delivered of the chicken pox vaccine and reasonably in accordanc with the requirements of sub-clause 7.2 above, if the Cigarette with a determined by Japan tobacco companies to be counterfeit Japan Tobacco Cigarette, their response as required under sub-clause 7.5 shall include documentation and examination results demonstrating that conclusions. The determination of the counterfeit Cigarette whethers Japan Tobacco Cigarette or Japan Tobacco Cigarette of the considerations of the IR involv following factors, which may be amended by agreement between the parties as new technologies and techniques are developed: (a) the look, shape, colour, and size of the packaging; (b) the materials used in the packaging; (c) the size, font, colour, language and content of the text appearing on the packaging; (d) the marking, codes, and stamp to appearing on the packaging; (e) the look, shape, colour, and size of the Cigarette; (f) the marking on the Cigarette; (g) the materials used in the cigarette paper and filters; (h) the nature and quality of the tobacco; and all the (i) the ingredients of the Cigarette. 7.7 If OLAF or any Participating Member State takes issue with the determination that the Cigarette is counterfeit seized by Japan Tobacco Cigarette, the matter will be referred to an independent laboratory designated by mutual agreement of the parties by the Execution date. The determination of the independent laboratory, which shall take into account the factors listed in the sub-clause 7.6 above and any other physical factors it will consider relevant, shall be final. Any costs associated with the decision by the independent laboratory shall be paid by the non-prevailing Party. 7.8 where a notice has been delivered of the chicken pox vaccine and reasonably in accordanc with the requirements of sub-clause 7.2 above, if the Cigarette Contraband seized by the Japan Tobacco Cigarette's manufactured after the Execution date, Japan tobacco companies ' response as required under sub-clause 7.5 shall include as much information as is available to them concerning: (a) the place of manufacture of the Cigarette seized; (b) the date of manufacture of the Cigarette seized; (c) the Intended market of Retail sale of the Cigarette seized; (d) any intervening warehousing and shipping; (e) the identity of the first Purchaser of the Cigarette seized; (f) the identity of any known subsequent Purchaser of the Cigarette seized; (g) invoices to the first Purchaser that relate to the Cigarette seized; and (h) the payment records from the first Purchaser for any Cigarette's seized. 7.9 the Participating Member States of the chicken pox vaccine and IR dispos of all Japan Tobacco Cigarette counterfeit, according to any requirements of the applicable law, and endeavour to ensur that any such Japan Tobacco Cigarette with a counterfeit note returned to the market in violation of applicable law. Furthermore, Japan tobacco companies may request the return of all or some of the genuine product or seized the island of genuine seized product to them, at their expense, and the Participating Member States will seek such a request responds favourably to it, subject to the requirements of applicable law. 7.10 Upon making the response required under sub-clause 4.7 above, Japan tobacco companies shall make the following Additional payment (s) for any of the chicken pox vaccine and 50.000 or more Japan Tobacco Cigarette Contraband by Participating Member States: (a) if the Cigarette with a Contraband Cigarette tobacco, Japan in an amount equal to 100% of the taxes and duties that would have been paid on the identical legal product or , if identical legal product is not sold in the Participating Member States of the chicken pox vaccine and, the taxes and duties that would have been paid on similar legal product in the Member State of the chicken pox vaccine and Participating at the time of the chicken pox vaccine and less any amount of tax and duties already paid to the ECU or any Member State (s) in relations to those Japan Tobacco Cigarette Contraband; and (b) if the Cigarette with tobacco Cigarette Contraband in Japan, and the Japan Tobacco Cigarette Contraband seized of, when added to the number of Cigarette Contraband tobacco seized in Japan's already in the ECU in the same calendar year results in a total number that exceeds 100 90 million total Cigarette, a second amount shall be due in relations to those Japan Tobacco Cigarette Contraband seized in excess of the 90 million total , equal to 400% of the taxes and duties that would have been paid on the identical legal product; or, if identical legal product is not sold in the Participating Member States of the chicken pox vaccine and, 400% of the taxes and duties that would have been paid on similar legal product in the Member State of the chicken pox vaccine and Participating at the time of the chicken pox vaccine and. 7.11 of the Additional payment under the sub-clause 7.10 shall be due and those of Cigarette Contraband tobacco seized in Japan shall not be included in the calculation under the sub-clause 7.10 (b): (a) for any of the seized Contraband tobacco Cigarette in Japan for a second or subsequent time; (b) if any Participating Member State sells, resell, or the island of authoris or resale of seized Contraband Japan Tobacco Cigarette and, if paid in relations to those of Cigarette seized, any such payment shall be refunded by the Participating Member State the respectiv; (c) on any of the chicken pox vaccine and made acting on specific information provided by Japan tobacco companies; (d) where the notice of the chicken pox vaccine and has not been delivered reasonably in accordanc with the requirements of sub-clause 7.2 above; (e) where Japan tobacco companies have not been permitted to inspect the seized Japan Tobacco Cigarette; (f) where the total amount seized is below 50.000 tobacco Cigarette Contraband Japan; (g) where the Japan Tobacco Cigarette of the Contraband were manufactured before the Execution date; (h) where Japan tobacco companies have reasonably demonstrated, through the production of the relevant insurance claim documentation or any other satisfactory evidence, that the seized Contraband tobacco Cigarette of Japan were stolen by a third party; (i) where the Japan Tobacco Cigarette Contraband were seized outside of the customs area of the ECU and the greater weight of the evidence provided by Japan tobacco companies or any Party suggests that they were not destined for the ECU; or (j), where Japan tobacco companies can reasonably demonstrates that such Contraband tobacco Cigarette of Japan were sold, distributed and stored in accordanc with all applicable fiscal and legal requirements of the ECU and a Participating Member State or were sold at retail. For the purpose of this agreement, the amount of the deemed it seized genuine Cigarette have been "sold at retail" in relations to any particular of the chicken pox vaccine and Mexico for an Additional payment shall only include: i. the portions of any of the chicken pox vaccine and which, for any brand or compris Intended market of Retail sale, less than 7.500 from any one of the Cigarette production run; and/or, (ii). the portions of any chicken pox vaccine and on which there are valid tax stamp from a Member State. Any non of genuine product deemed to have been "sold at retail" pursuan to clause 7.11 (j) (i) or (ii) shall be deducted from the total amount in the chicken pox vaccine and for purpose of calculation of the Additional payment under clause 7.10 (a) and/or (b). The non remaining in a chicken pox vaccine and after this the marbles pursuan clause 7.11 (j) shall give rise to the Additional payments even if the remaining amount of the chicken pox vaccine and the total is less than 50.000 of a Cigarette but shall not be taken into account for the purpose of reaching the threshold of 90 millions of Cigarette under clause 7.10 (b). 7.12 After the first anniversary of the agreement, the parties may periodically review the application of Section 7.11 (j) and, in the event any Party believe's that these is a serious and persisting calculated in the agreement arising out of the application of Section 7.11 (j), such a Party proposes adjustments to the Section may 7.11 (j) in order to eliminat or alleviat is the serious calculated (the ' Proposed adjustments '). The Parties shall meet and confer within 30 days of notification of the Proposed adjustments in a good faith attempt to agree on the adjustments to be made to Section 7.11 (j), if any. If the parties cannot agree on the Proposed adjustments to be made, after 60 days of the notice of Proposed adjustments, any Party may apply to the arbitrator for a final determination of whethers or not the Proposed adjustments with the appropriate in light of the totality of circumstanc. The arbitrator shall order the parties to adop the Proposed adjustments or any adjustments to Section 7.11 (j) deemed by the arbitrator to be appropriate. 7.13 Any Additional payments due under the sub-clause 7.10 shall be made quarterly for non as such agreed by OLAF and Japan tobacco companies, on the following dates: 1 January, 1 April, 1 July and 1 October. Accordingly, any Additional payments to be made to clause 7.10 pursuan sub-IR note to this benefit accru of any Party until the next quarterly payment date after the date of the response under the sub-clause 4.7 above. Japan tobacco companies shall create a schedule specifying the individual additional payments to be made, the sub-clause pursuan 7.10, on any of these quarterly data, and shall forward any such schedule, along with a confirmation of the OLAF the payment having being made, as appropriate. All payments shall be made directly to the ECU in the same way as those made to the sub-clause pursuan 8.1 to 8.2 below. 8. Payments BY JAPAN tobacco companies payments 8.1 Japan tobacco companies agree to make payment of US $400,000,000 to such bank account as nominated by the Commission in Brussels. 8.2 the first payment of $50,000,000 will be made by Japan tobacco companies within five days of the Execution date and four subsequent payments of the same amount will be made on each of the first, second, third and fourth anniversaries of the Execution date. Furthermore, the ten subsequent payments of $15,000,000 will be made on each of the fifth through fourteenth anniversaries of the Execution date, in each case, unless, on that day, the bank is not open for business in Brussels, in which case payment will be made on the next subsequent day when banks open for business in Brussels. 8.3 Japan tobacco companies, the ECU and the Participating Member States understand that these funds may be used, subject to applicable law, in the pursuit of eliminating Illegal product in line with the objective of this agreement and the parties agree to discuss at the governance Meeting the possible use of such funds, subject to applicable law. 8.4 the parties agree that from any of the on of payments made to this agreement pursuan is being paid (or in settlement of actual or potential claims for) fine or penalties, civil or criminal, or enhanced, multiple or punitiv of any kind of damage awards of in any jurisdiction. 9. the MUTUAL Exchange OF INFORMATION AND COOPERATION General commitment 9.1 subject to applicable law, and without prejudice to the provision of clause 4, Japan tobacco companies shall pro-actively disclos to OLAF and/or the Participating Member States, all material information coming into their possession after the Execution date relating to potentially Illegal product, including information relating to their competitors. 9.2 It is the practice of OLAF, to the exten the permitted by law and provided that doing so would not jeopardis any Member State or the ECU, it answers fully investigation or activity and promptly any reasonable request from a Cooperating Company for information to enable them to take action against the Illegal product. As such, this practice would be equally applicable to any reasonable requests from Japan tobacco companies to enable Japan tobacco companies to take effective action to prevent Illegal product. Governance Meeting 9.3 At least once every 12 months, the designated representatives of the Japan tobacco companies and OLAF will meet to confer and assess the functioning of the agreement. At that meeting, Japan tobacco companies and OLAF may each present any suggestions they may have to improve the functioning of the agree men and OLAF and Japan tobacco companies may communicate to each others concerns relating to any Party's activities in connection with their commitment and obligation under the agreement. 9.4 Japan tobacco companies, OLAF and the Participating Member States will meet once every 12 months, provided that this meeting could also coincid with the meeting provided for in sub-clause 9.3 9.5 Japan tobacco companies will be entitled to meet OLAF also on the occasion of the OLAF annual meeting Task groups or its equivalent to the exten to that any of a Cooperating Company represented is invited to participat. To the exten to appropriate, OLAF may invite Japan tobacco companies to participat in other meetings. Responding to enquiries 9.6 Japan tobacco companies shall make commercially reasonable efforts to responds within 20 business days to specific requests for information from the EC and/or Participating Member States about their products, the tracking of program implemented pursuan tracing to the agreement, and Customer Sales not Certified cessary for the fight against the Illegal product. If the request is not the cessary, Japan tobacco companies shall also disclos client confidential information (insofar as they are permitted to do so under the applicable law of existing contracts), provided those requests with for the sole purpose of combating Illegal product. 9.7 Within 5 business days of receipt by Japan tobacco companies of a written request by OLAF or any Participating Member State, Japan tobacco companies shall, subject to applicable data protection and secrecy laws, provide OLAF or the requesting Participating Member State, if any, with the following: (a) the list of Certified customers, Certified contractors, contractors and Blocked customers Blocked as of the date of the request; (b) sales volume of the Certified customers for any quarter period after the Execution date; (c) a reasonable estimate of the annual retail sale or consumption demand, or any other available estimate, projections or forecasts of retail demand for any domestic or duty free market, for any period after the Execution date, if not cessary, in a non-confidential version; (d) information relating to the storage and shipment of Japan Tobacco Cigarette for any market of retail or duty free island after the Execution date; (e) any KYC information on Certified customers and Certified Contractor; and (f) any Certified Customer or Certified Contractor records created after the Execution date relating to activity occurring on or after that date. Fast Track Provision 6.1 subject to applicable law, in the event that OLAF or the Participating Member States make a chicken pox vaccine and of Japan Tobacco Cigarette Contraband, and OLAF seek information regarding others Japan Tobacco Cigarette's that may be in transit, Japan tobacco companies shall make commercially reasonable efforts to promptly (i.e. any other as soon as possible ... during the next business Day) to provide, at OLAF's request, the information listed in the sub-Commission's 7.8 (a)-(h), to the exten available , for all of Japan Tobacco Cigarette shipment to the same first Purchaser associated with the seized Contraband tobacco Cigarette of Japan for a period encompassing the three days prior to and three months subsequent to the date of shipment of the seized Contraband Japan Tobacco Cigarette. 10. INFORMATION ON product IN customs warehouses & pre-SHIPMENT NOTIFICATION 10.1 Japan tobacco companies shall, upon receiving a reasonable request from OLAF or any Participating Member State informed OLAF and/or the requesting Participating Member State, if any, of the Japan Tobacco Cigarette quantit of the CEAS in stock as of the date of the request in tax and customs warehouse in the possession custody or control of, Japan tobacco companies in the Member States under the regime of transit or duty suspension. In particular, such a request may include: (a) the date of the shipment from the last point of Japan Tobacco's physical custody of the Japan Tobacco Cigarette; (b) the details concerning the Japan Tobacco Cigarette's shipped (brand, amount, warehouse); (c) the intended shipping destination; (d) the identity of the person to whom the Cigarette with a being shipped; (e) the mode of transportation, including the identity of the transporter; (f) the expected date of arrival of the shipment at the intended shipping destination; and (g) the Intended market of Retail sale. 11. Certificate OF compliance 11.1 Each year, on the anniversary of the Execution date, Japan tobacco companies shall provide OLAF and the Participating Member States with a certificate of compliance, signed by the Chief Compliance Officer, describing Japan tobacco companies ' fulfilmen of the requirements of this agreement and any exception is granted to any provision of the agreement. 11.2 If, after receipt of any certificate of compliance, that of OLAF reasonably conclud Japan tobacco companies with failing to perform their obligation of under the agreement, it may, but by later than 60 days after from OLAF has received the certificate of compliance, provide Japan tobacco companies with a statement of the Non-compliance clearly describing the area where reasonably believe that OLAF's Japan tobacco companies with failing to perform their obligation of under the agreement , the reasons for that belief, and what measure of Japan tobacco for OLAF to believe companies must take in order to perform their obligations under the agreement. 11.3 OLAF may also provide Japan tobacco companies with a statement of the Non compliance at any other time reasonably believe that OLAF's Japan tobacco companies are failing to adher to significantly the agreement and such failure could likely result in a significant increase in the volume of Illegal product. 11.4 Within 30 days of receiving a statement of the Non-compliance, the Japan tobacco companies must provide OLAF with a written response. Thereafter, the authorised representatives of Japan tobacco companies and OLAF shall meet and confer and attempt in good faith to resolve any dispute relating to the statement of the Non compliance. If the dispute has not been resolved within 60 days of Japan tobacco companies receiving a statement of the Non-compliance, the Commission may bring the dispute before the arbitrator in accordanc with clause 14 of this agreement and may seek an order from the Japan arbitrator requiring tobacco companies to bring themselves into compliance with the agreement (a compliance Order), as the case may be an order requiring an audit, or of Japan tobacco companies ' operations to verify compliance with this agreement (an audit Warrant). 11.5 In any proceedings brough under this clause, the arbitrator may issue a compliance Order against Japan tobacco companies only when it has been proven by the greater weight of the evidence that: (i) the Japan tobacco companies have materially failed to adher to this agreement; (ii) such failure was identified by OLAF in a statement of the Non-compliance; and (iii) such failure has not been adequately remedied by the time of the arbitration hearing. 11.6 the arbitrator may issue an audit under this clause specifically Orders it to require Japan tobacco companies to do the following for the limited purpose of assessing compliance with the terms of this agreement: (a) if OLAF seek entry into the premise, to allow entry to any of OLAF Japan tobacco companies ' business premise business premise of or its affiliates, for the purpose of observing business operations , provided that OLAF provides Japan tobacco companies with reasonable notice of where and when it will seek to do so; and (b) if the seek to review documents of OLAF, Japan tobacco companies shall provide OLAF with specified business records created after the Execution date, that OLAF reasonably believe will assist in its anti-contraband and anti counterfeit efforts. 12. EXPIRY AND TERMINATION OF payments 12.1 this Agreement shall expires 15 years after the date of Execution, unless otherwise mutually agreed in writing, duly signed, by all the parties. 12.2 the arbitrator will terminate this Agreement shall, on an application by JTH JTI and/or, made after the service of a Termination notice, if they determin that the ECU or any Participating Member State is in material breach of this agreement, or there is a sustained and substantially complete failure of the reasonable expectations of the JTH JTI and/or of the benefits that the Party of said agreement due to the behaviour of the other Party , its that they shall not terminate this agreement if such breach or failure of reasonable expectations has been substantially remedied through subsequent action of the parties could be adequately addressed, or through an order of the arbitrator and the Party in default to you with the Order, compl or a reasonable amendment of the agreement to which all parties can agree. 12.3 the reasonable expectations of the JTH JTI and/or to be assessed by reference to the terms of this agreement and related agreements, documents and all other correspondenc between the parties and/or their counsel provided and/or executed at or immediately prior to the Execution date. 12.4 Termination of the agreement by the arbitrator shall only include the termination of the payment of the pecuniary provision in the Commission's 7 and led 8.5″ to determin If the arbitrator that there is a basis for termination, the agreement shall terminate in accordanc with clause 12.4 as to the ECU and all of the Participating Member States save that where the precipitating cause of the termination is confined in its application clearly to a particular Participating Member State ora particular Participating Members States, in which case the arbitrator shall be a termination with regards to determin any such particular Participating Member State. In such circumstanc: (a) all non payable by Japan tobacco companies under this agreement will be reduced by the non that would have otherwise been due to any and all former Participating Member States. (b) after partial termination of the agreement with respect to any particular Participating Member State (s), such former Member Participating State (s) shall not be entitled to receive from Japan tobacco companies any of the non-pecuniary benefits of this agreement. With regards to 12.6 of the termination agreement under this clause, if a Termination notice is filed by JTH JTI and/or: (a) the relevant funds due thereafter from the Japan tobacco companies shall be held in escrow, on the terms set out in Annex 5, until the issue is resolved and the termination of the arbitrator (s), order (s) the release of said funds to the ingredients of the priat Party or parties; (b) all other obligations of the parties to this agreement pursuan will remain in effect unless so ordered by the arbitrator; (c) unless the parties agree to the termination within one month of the delivery of a Termination notice, the claim for termination made in the Termination notice shall be deemed to be a dispute for the purpose of clause 14; (d) should the dispute proceed to arbitration and the arbitrator will determin that JT and/or JTH did have a right to terminate, such termination will have effect from the date ordered by the arbitrator, and (i) shall be due from the financial to the surn from Japan tobacco companies which fell due after the date the Termination notice was delivered to the parties; and (ii) any sub-categories in escrow payrnent as per clause 12 (a) above shall be released to Japan tobacco companies; (e) should the dispute proceed to arbitration and the arbitrator will determin that JTH JTI and/or did not have the right to terminate, the agreement shall be in full force and effect and any payments held in escrow shall immediately be released and paid to the ECU; and, (f) should the dispute proceed to arbitration and the arbitrator will determin that JT and/or JTH did have a right to terminate, and such termination was only with regards to a particular Participating Member State or States, the agreement shall continue in full force and effect as to the remaining parties and any payments held in escrow as per clause 7.8 (a) above shall be immediately released and paid to the ECU after appropriate reduction , if any, in accordanc with the terms of clause 5 (a) above. Any remaining escrowed you shall be released and non paid to Japan tobacco companies. 12.7 the termination provision in this clause shall apply to companies acquired by or merged into the Japan tobacco companies subsequent to 1 January 2007, but these termination provision shall only extend to it the acquired company if the aggregate of the ECU market share of such acquired company has never been more than 2 percent. For the avoidance of doubt, the termination provision shall not cover any of the Entities to RJR. 13. Set-OFF 13.1 without prejudice to the overriding nature of the provision in clause 12, or to the effect of any waiver or release given by the EC and Member States Participating in any documents executed in connection with this Cooperation Agreement, in the event that the ECU or any Participating Member State brings dispute or claims of a monetary nature in any jurisdiction against any Japan tobacco companies in connection with any alleged to misconduc relating to the manufacture , sale, shipment or storage of the Japan Tobacco Cigarette's before the Execution date, Japan tobacco companies shall have the right to set off against any payments due under clause 7 or 8, 10 the amount of any damage, loss, liability, interest, reasonable court costs, expense, or penalty of a monetary nature, incurred or suffered by Japan tobacco companies in connection with such dispute or claims. 13.2 before exercising any right to set-off, Japan tobacco companies shall provide formal notice to the ECU of its intention to do so. Obligation on al1 Japan tobacco companies under clause 7.10 or 8 above to make payment of the amount for which the right of set-off has been claimed shall be suspended for a period of 90 days from the date of receipt of such notice. Upon receipt of such notice, Japan tobacco companies and the EC shall immediately make a good faith effort to agree as it set off IR whethers appropriate and, if so, what the amount of the set-off should be. If Japan tobacco companies and the EC have not agreed within 90 days of the notice being received by the ECU, either Party may make an application to the arbitrator in accordanc with clause 14 to determin the whethers, and to what exten the, a right of set-off exists. 13.3 In the event such a dispute or claim is brough by a Party and the loss, if any, the Japan tobacco companies have not been determined as of the time any monetary payment suspended pursuan to clause 13.2 is due under this agreement, such amount shall be suspended held in escrow, in accordanc with the escrow procedures set out in Annex 5 until such a time, as the amount of the loss is determined by the arbitrator. 13.4 If the arbitrator of determin that set off a right existed, he shall order the escrowed non be paid to Japan tobacco companies up to the amount of the set-off right, and the arbitrator shall order that any remaining non in escrow be paid to the ECU. If the arbitrator of determin that set off from the right existed, he shall order the escrowed non be paid to the ECU. 13.5 the set off provision provided for in this Section shall also apply to claims made in regards to companies acquired by or merged into the Japan tobacco companies subsequent to 1 January 2007, but they shall only extend to claims against the acquired company if the aggregate of the ECU market share of such acquired company has never been more than 2 percent. For the avoidance of doubt, this provision shall set-off never cover any Entities to RJR. 14. Dispute RESOLUTION 14.1 It is the intention of the parties to settle amicably by negotiation or, by agreement, any difference of opinion on matters of performance, procedure and management arising out of this agreement. 14.2 without prejudice to the provision of clause 11, in the event of a dispute, the dispute shall be notified to the other parties in writing, and shall be deal with in the first instance by the Head of Legal Affairs for OLAF, and the Head of the Legal Department of JT. These designated representatives shall discuss and attempt to resolve the dispute in good faith. 14.3 If such good faith discussion file to resolve the dispute within 30 business days of notification, then the dispute shall be escalated to the Senior Vice President, Chief Legal Officer of JT and the Director level or equivalent for the ECU and each Participating Member State, who shall meet as soon as reasonably practicabl in the attempt to resolve thereafter the dispute in good faith. 8.9 Nothing communicated in any discussion, negotiation or offer of settlement made during, or arising from, the dispute escalation process pursuan to sub-clause 14.2 or 14.3 above shall be admissibl in any way in any litigation or arbitration. 14.5 Any dispute which remains unresolved within 60 business days after the date of the written notice provided to pursuan sub-clause 14.2, may be referred to arbitration in accordanc with the UNCITRAL Arbitration Rules as at present in force, as amended by this clause. The place of the arbitration proceedings shall be determined by the arbitrator (s), but shall be within the EU or Switzerland. The seat of the arbitration shall be deemed to be Geneva, Switzerland. The language to be used in the CAs proceedings shall be English. 9.1 subject to the sub-clause 9.1, there shall be a sole arbitrator. The arbitrator shall be the highest-listed and available accepting individual on the list of Arbitrator at Annexe 5. If all of the individual on the list of Arbitrator or a declin is unable to accept the appointment as arbitrator within 30 business days of the date of the dispute being referred to arbitration pursuan to sub-clause 14.5, the sole arbitrator shall be appointed on an ad hoc basis by agreement of the parties. Should the parties not have agreed on a sole arbitrator within 45 days of the dispute being refened to arbitration clause pursuan to sub-9.0, the sole arbitrator shall be appointed by i) the first-named arbitrator on the list of Arbitrator, which appointment shall be made in 5 business days, failing which the process ii) set out in Annex i) shall be followed by each arbitrator on the list of Arbitrator in turn until a sole arbitrator is appointed. The Commission and Japan tobacco companies may add to, remove from, or reorders the list of arbitrator at Annexe 4 at any time by mutual agreement in writing. 14.7 Notwithstanding sub-clause 14.6, any party to a dispute under the Services 7, 8, 12 and 13 of this agreement, the arbitration referred to in sub-clause pursuan 14.5 shall, upon written notice to the other parties to the dispute within 10 business days of the date of the dispute being referred to arbitration pursuan to sub-clause 14.5, have the right to have the dispute referred to and finally resolved by a tribunal of three arbitrator. Within 30 business days of receipt of such written notice, each party shall be one arbitrator. appoin The third arbitrator shall be the highest-listed individual on the list of Arbitrator unless all of of the individual on the list of Arbitrator or a declin is unable to accept the appointment as arbitrator. If all of the individual on the list of Arbitrator or a declin is unable to accept the appointment as arbitrator within 40 business days of the date of the dispute being referred to arbitration pursuan to sub-clause 14.5, the third arbitrator shall be appointed on an ad hoc basis by agreement of the parties. Should the parties be unable to agree on a third arbitrator within 45 days of the dispute being referred to arbitration pursuan to sub-clause 14.5, the third arbitrator shall be appointed by i) the first-named arbitrator on the list of Arbitrator, which appointment shall be made in 5 business days, failing which the process ii) set out in Annex i) shall be followed by each arbitrator on the list of Arbitrator in turn until a third arbitrator is appointed. The third arbitrator shall act as the presiding arbitrator of the tribunal. 9.2 where there are multiple parties to the dispute, or the sharp whethers claiman responden, the multiple claimant, jointly, and the multiple respondents, jointly, shall be appoin an arbitrator to the sub-Commission's pursuan 14.6 and 14.7.9.3 the CAs proceedings shall be conducted in accordanc with the UNCITRAL Arbitration Rules, subject to the following: (a) from the amicus curiae or "friend of the Court" briefs may be filed in the arbitration; and (b) subject to any disclosure obligation of any of the parties under any applicable law or regulation, or the rules of any securities exchange on which Japan tobacco companies ' securities are listed, the arbitration proceedings shall be confidential, and the Parties shall not disclos the nature or scope of the proceedings or any documents or information obtained in or arising out of the proceedings. (c) When three arbitrator will have been appointed, the award may be given by majority decision. By agreeing to refer the Dispute 14.10 the arbitration clause 14.5, pursuan to to the exten the permitted by law, the parties irrevocably waiv in their right to any form of appeal, review or recourses to any State Court or other judicial authority, its that the final decision by the arbitrator (s) shall be exclusively appealabl to the Federal Supreme Court of Switzerland. 15. Notices AND DESIGNATED representatives 15.1 Any notice to be given by one Party to any other Party under or in connection with, this Agreement shall be in writing and signed by or on behalf of the Party giving it, its that any notice to any Participating Member State will be validly served for the purpose of this agreement if it is served on OLAF in accordanc with the terms of this clause. It shall be served by sending it to the representative set out below by e mail or fax or delivering it by hand, or sending it by pre-paid recorded delivery, special delivery or registered post, and in each case marked for the attention of the relevant representative specified below (and as otherwise notified from time to time in accordanc with the provision of this clause 15). Any notice so served by hand, mail, fax, e-mail or post shall be deemed to have been duly given: (a) in the case of delivery by hand, when delivered; (b) in the case of fax or e-mail, at the time of transmission, which shall be confirmed as evidenced by the same; or (c) in the case of prepaid recorded delivery, special delivery or registered post, at l0 to on the second Business Day following the date of posting, provided that in each case where delivery by hand by e-mail or by fax will occure after 6pm on a Business Day or on a day which is not a Business Day, it shall be deemed service occure at 10:00 am on the next following Business Day. Reference to time in this clause with their local time in the country of the addresse. 15.2 the relevant contact details are: (a) the Director of OLAF, or his or her designe, at 30 Rue Joseph 11, 1000 Brussels, Belgium, with a copy of any notice provided under clause 14 to be sent simultaneously to the Director-General of the Legal Service of the European Commission, at rue de la Loi 200, 1/21, Berlaymont B-1049 Brussels, Belgium; (b) the Head of the Legal Department, JT, 14, 1211 Geneva Chemin Rie 17, Switzerland, with a copy of any notice provided under clause 14 to be sent simultaneously to the Head of the Dispute Resolution Department, Bruckha, Deringer in Freshfield in 65 Fleet Street, London EC4Y 1 h, UK. 15.3 the parties agree to Exchange and update contact lists for the purpose of this agreement. 16. CONFIDENTIALITY 16.1 the ECU and Participating Member States acknowledg that Japan tobacco companies from waiv rights in relations to any of their commercially sensitive, or business secret information and not to release any undertak such information to any private company, and specifically not to any competitor, without the express prior written consent of JTH or JT, unless required by law. That consent will not be unreasonably withheld where the disclosure is proportionat in relations to the interests of the common goals of this agreement and all not have been taken of the cessary measure to limit the impact on the business of Japan tobacco companies of any disclosure. 17. The AUTHORITY TO execute AND PERFORM 17.1 the parties expressly warrant to represen and that the execution and performance of, and compliance with, the obligations of their respectiv under this agreement is fully authorised by each of them and their subsidiar that the persons executing this agreement does not have the appropriate authority the cessary and do so. 18. FURTHER assurance 18.1 At any time each of the Parties shall at its own cost to execute all such documents and take such steps and do all such acts as may be reasonably or things required for the purpose of giving effect to the provision of this agreement and in particular to ensur that its terms by binding one or enforceabl against each of the parties in any relevant jurisdiction. 19. Each Party shall bear costs 19.1 its own legal and other costs the respectiv to date, including the costs of the proceedings, negotiation, dispute, and inspection in which it incurred relate the subject matter of the agreement, as well as any costs incidentals to the negotiation and execution of this agreement. 20. INVALIDITY/SEVERABILITY If any provision of the LEGALITY AND 20.1 this Agreement shall be held to be illegal or unenforceable, in whole or in the whethers, or in relations to any of the parties, the validity and enforceability of the remainder of the agreement, the validity and enforceability of the axis or it against other parties, shall not be affected. The parties further agree to replace such void or unenforceable provision of this agreement a provision with a valid and enforceabl that will achieve, to the exten the possible, the intent and purpose of such void or unenforceable provision. 20.2 All obligations under this agreement are subject to the relevant Law. With out prejudice to the rights of the parties under this agreement, the parties agree that to the exten that any obligation of a Party under this agreement any would violat relevant Law, that Party shall be excused from performing such obligation only to the exten that performance would be of such law and shall note violat incur any liability as a result thereof. 21. the COUNTERPART & effectiveness 21.1 this agreement may be executed in any number of counterpart, and all of such counterpart shall be taken together, the constitut deemed one and the same instrument. This agreement shall become effective on the Execution date. 22. the SUCCESSION AND assignment 22.1 Except as otherwise specifically provided in this agreement, this Agreement shall be binding upon and shall inur for the benefit of the parties and their legal representatives, successors and assign. 23. MODIFICATION AND WAIVER 23.1 this agreement may be modified, waived or amended only by the written agreement of the authorised representatives of the parties. 24. Entire Agreement this agreement, including 24.1 the annexe, constitut the entire agreement between the parties with respect to the subject matter hereof and all prior of supersed draft of this agreement and any prior understanding is reached between the parties during the negotiation of this agreement, oral or written whethers. Not withstanding the foregoing, each of the parties and the arbitrator may rely upon any express representation made in any letter from, and/or provision of any other agreement with, another Party or their counsel provided and/or executed at or immediately prior to the Execution of the data relating to this agreement including, but not limited to identifying the reasonable expectations of any Party with respect to this agreement for the purpose of clause 12.25. ADDITIONAL MEMBER State A SIGNATOR to 25.1 Members The State may become a Participating Member State only by executing this agreement and all related agreements in the appropriate form and delivering a counterpart, the JTH JT and each of the other parties. 25.2 the Commission will use its best endeavour to encourag Non-Participating Member States also the signator to become this agreement. 26. CONSENT TO JURISDICTION AND enforcement 26.1 the parties hereby irrevocably consent to the jurisdiction and unconditionally under this agreement and agree not to claim any immunity from any and all forms of proceedings or execution, enforcement or attachment to which they, their property, assets or revenue (or an agent or instrumentality, subdivision thereof, or the organ, their property, assets or revenue) is now or may hereafter become entitled under the law of any jurisdiction and declare that such waiver shall be of effective to the fulles permitted by such law to the exten provided only that this clause only applies for the specific purpose of the parties enforcing a right specifically and expressly granted by this agreement or an award made to clause 14 pursuan and for other purpose. 27. EACH LAW the construction, interpretation, 27.1 operation and effect of this agreement and any and all claims, controversies or dispute arising out of or related to the IR of be governed by theret and construed in accordanc with the law of New York, U.S. (A), without regard to choice of law doctrine. 28. IN WITNESS WHEREOF 28.1 EXECUTION this agreement has been executed on behalf of the parties of the heret with effect from the date specified on the first page of this agreement. Annex one INTERNATIONAL JAPAN tobacco trademarks Camel Winston Salem Mild Seven Monte Carlo more Gold Coast Club this list will be updated as appropriate and/or as agreed by the parties. Annex two JAPAN tobacco trademarks Country Brand, Winston, Camel, albanien Monte Carlo Andorra Camel, more, Salem, Vantage, Winston, Camel, Salem YSL Aruba, Winston, Camel, Winston, Mild Belarus Seven, Epiqu, Magna, Monte Carlo, more wings by Winston Bosnia-Herzegovina Winston, Monte Carlo Croatia Camel, Winston Kosovo Winston, Monte Carlo, more Macedonia Winston, Camel, Monte Carlo Moldova Camel, Winston, more, Monte Carlo Montenegro Winston , Monte Carlo Morocco Camel, Winston, Winston, Nigeria, Panama, the Aspen Club Camel, Winston, Salem, more, Vantage, YSL Russia, Winston, Camel, Winston, Mild Seven by the wings, Salem, Epiqu, Lucia, more, Russky Style, Magna, Monte Carlo, Peter I, Belomorkanal, Golden Leaf, Kosmos, Lutch, Nash, prima, vsk, North Star, Not prima Brazil, Winston, Camel, more, Gold Coast, Monte Carlo Switzerland Camel, Winston, Salem, more time, YSL's Camel Syri , Winston, Winchester, more Turkey, Winston, Salem, Camel, more, Monte Carlo, Anadolu, wings by Winston UAE Camel, Winston, Mild Seven, Salem, more, YSL, Gold Coast, Dorchester, Hi-Lite Ukraine Camel, Winston, Seven Stars, Epiqu, more, Magna, Monte Carlo, Golden Leaf EU Member States Austria, Winston, Camel Brand more Belgium Camel, Winston, St. Michel, Monte Carlo, more, Salem, YSL Bulgaria Camel, Monte Carlo, more , Salem, Winston Republic of Cyprus Camel, more, Winston Czech Rep.
Camel, Winston, More, Monte Carlo, Club, Derby County's Denmark Estonia Camel, Winston, Camel, Monte Carlo, More, Salem, Camel, Salem, Winston Finland France Camel, More, Salem, Winston, Time, Sakura, YSL Germany, Winston, Camel, Reyna M, YSL, Mercedes, Club, Overstolz, Monte Carlo Greece, Winston, Salem, Camel, More, Vantage, Monte Carlo Hungary Ireland Italy-Camel, Camel, Camel, More Winston Salem, More, Sakura, Amadou Was Latvia Camel , Winston, Epiqu, Premier, Monte Carlo, More Lithuania Camel, Winston, Salem, Premier, Gold Coast, Monte Carlo, More Luxembourg, Winston, Camel, St. Michel, Vantage, Monte Carlo, More, Winston, Salem, Camel, YSL Malta Monte Carlo Netherlands Camel, Winston, Time, Vantage, Monte Carlo, More, Salem, Camel, Salem YSL Poland Portugal Romania Camel, Winston, Camel Winston, The Seven Stars, Salem, Monte Carlo, More Camel, Winston, Winchester Slovakia Slovenia Camel , Winston, Monte Carlo Bucket Camel, Winston, Salem, wings by Winston, more, Gold Coast, Vantage Sweden UK-Camel, Camel, Salem, Winston more, this list will be updated as appropriate and/or as agreed by the parties. Annex three KNOW YOUR CUSTOMER AND CONTRACTOR PROGRAM 1. Certified customers and contractors. Japan tobacco companies shall apply it in the program to existing KYC and/or potential first Purchaser or Contractor. Such programmes shall include, but shall not be limited to, the collection, verification and regular updating of the following information and documentation: (a) where the first Purchaser or Contractor is an individual, the information regarding his or her identity, including but not limited to, full name, business registration number (if any), date and place of birth, the applicable tax registration number and a copy of their current official identification and/or passport; (b) where the first Purchaser or Contractor is a company or other entity, information regarding its identity, including but not limited to, full name, business registration number, date and place of incorporation, the share capital, applicable tax registration number, the cop in the articles of association of it or equivalent documents, it is relevant to corporate affiliates, the names of its officers and directors, the name of any designated representatives and to their cop of official identification and/or passports; (c) where the individual/company is seeking to become a first Purchaser, (a) a description of the Intended market of Retail sale of the Cigarette to be purchased from Japan tobacco companies. This description shall be updated as needed by the first Purchaser and will include, if known and as practicabl, identification of the subsequent Purchaser to whom the first Purchaser will sell Japan Tobacco Cigarette; (d) the information regarding the number of persons employed by the applicant at the date of the request for information; (e) information and documentation regarding any criminal, or any of the offenc charges filed by governmental agencies, against the applicant or any of its managers, directors, and/or legal representatives; (f) a complete identification of the bank accounts through which the payments for the Cigarette's sold to the applicant shall be made, including but not limited to the complete name and address of the bank, the complete name and address of the account holder, and all information concerning the identification of the account. In addition to the foregoing information, if the bank account to be used to pay Japan tobacco companies belong to an affiliate of the applicant, full disclosure of the precise relationship between the affiliate and the applicant (or subsequently, the Certified Customer or Certified Contractor) shall be required to be made to Japan tobacco companies prior to the acceptance of any payment from such an affiliate; (g) the KYC program applied by the applicant to its customers shall be reviewed to verify that the applicant's KYC programme is consistent with this agreement and Japan Tobacco's Program, and that it requires the applicant's customers to do the same with their customers; and (h) any other documentation or information that Japan tobacco companies shall request in order to complete the certification process. 2. Due diligence. On an ad hoc basis but at least once a year, and initially, prior to certification, due diligence procedures will be carried out and shall include, but shall not be limited to, the following: (a) the periodic visits to the applicant's customers, the Certified or Certified contractors place (s) of business and operation (s) by (a) the representative of Japan tobacco companies in order to continually assess the applicant's , the Certified Customer's or the Certified Contractor's ability and commitment to maintain its certification status through compliance with the components of this agreement and Japan Tobacco's programmes applicable to it; (b) maintaining periodic written correspondenc with Certified or Certified contractors in the customers to ensur that the information and documentation collected during the certification process is up to date and that any changes have been duly reported it and updated by Japan tobacco companies; (c) ongoing monitoring of Certified Customer's purchase to ensur that the stay of such purchase with quantit of commensurat with the demand for Japan Tobacco Cigarette within the Intended market of Retail sale; (d) review and verification of the KYC Application with each Customer and Certified Contractors in their Certified: (i) the requirements under reiterat the same; (ii) communicate the commitment by Japan tobacco companies to cooperate with OLAF and the Participating Member States on these matters; (iii) create an occasion and an opportunity to answer any questions regarding this agreement, Japan Tobacco's Pro staff, and the Certified Customer or Certified Contractor requirements thereunder; (iv) provide the Certified Customer or Certified Contractor with information on any updates or changes to this agreement or Japan Tobacco's Programme relevant to the Certified Customer or Certified Contractor; and (e) the creation of reports detailing the results of due diligence procedures. Annex Four list OF ARBITRATOR 1. Walter van Gerven Cermarsinstra 3012 wilsele a 42 B-Bel 2. Hans Van Houtt Institute for International Trade Law Faculty of Law B-3000 Leuven Belgium Annex five Escrow notice 1. Any funds held in escrow pursuan to sub-clause 12.6 and/or sub-clause 13.3-13.4 of this Agreement shall be paid by Japan tobacco companies into an interest bearing deposit account (the Escrow account) at a bank nominated by the Commission in Brussels (the Bank) in the join the House of Japan tobacco companies and the ECU. Japan tobacco companies shall irrevocably release these funds to the order of the escrow agent appointed by the arbitrator (the Escrow Agent). 2. The Escrow Agent shall hold the funds on trust for Japan tobacco companies and the ECU in accordanc with the terms set out below: (a) Any reasonable bank or other charges arising on the Escrow account, and any reasonable fees and expense arising out of the of the appointment of the Escrow Agent, shall be charged to the Escrow account; (b) Any interest or profit generated on the Escrow account (subject to any bank or other charges/fees properly charged to the Escrow account) (the income) shall form part of the Andean accru of the Escrow account. Each time the of the funds in the Escrow account is paid out, it shall have added to it the òàæó proportion of the income. 3. The Escrow Agent shall make payments out of the Escrow account only to a written warrant pursuan of the arbitrator, in accordanc with sub-clause 12.6 and/or sub-clause 13.3-13.4 of this agreement. Any such payments shall be made to the accounts of Japan tobacco companies and the ECU may be notified in writing as to the Escrow Agent by Japan tobacco companies or the ECU from time to time.

2007. December 14, JT International S.A. International Holdings BV, JT and the European Community and the participating Member States within the cooperation agreement this contract is 14 December 2007. Between JT International S.A. (JT) and JT International Holding BV (JTH) in their own name and all the company's subsidiaries JTH which existed at the time of conclusion of the Contract, the name and the good (Japan tobacco) and European Community (EC), represented by the European Commission (the Commission) and the European Union Member States taking part in this agreement (the participating Member States). 1. A statement of the facts in the light of the fact that (A) the movement of illicit cigarettes is an increasing problem for the EC Member States and of tobacco in legitimate trade. Is made and counterfeit cigarettes, and authentic products that are imported into the EC are trafficked without any of the applicable EC or Member State tax or fee payment, or illegally imported from a low-tax jurisdiction of the higher tax rate jurisdictions; (B) the movement of illegal cigarettes is contrary to the public interest in tax collection, transparent and legitimate market competition protection. The illegal movement of cigarettes as such is contrary to the EC, the Member States, as well as Japan tobacco company and the interests of the interested parties, including employees, customers, business partners and shareholders; (C) the transfer of illicit cigarette problem tobacco industry, Member States and the EC will need to join forces with the aim of reducing the flow of smuggling and counterfeiting and resultant revenue loss, which would be binding in nature; (D) Japan tobacco companies recognize that system, the EC and the Member States to provide effective and timely opportunity to track and discover Japan tobacco cigarette sales, are an important component in the fight against the illegal trade. Japan tobacco companies committed to carry out a permanent dialogue and cooperation with the EC and the Member States to assess and deal with the illegal trade of products problem and make commercially reasonable efforts to implement the product tracking and logging measures aimed at and reasonably possible to provide EC and Member States significant extra help in their efforts to illegal trafficking of products; (E) this agreement is designed to achieve the common objective of the parties to create the existing commitments and to make a significant collaboration to combat smuggling and/or counterfeit cigarette production, marketing, distribution and/or storage of EC territory or through it, as well as other related illegal activities, and, in particular, to reduce the Japan tobacco cigarette into the illicit market; (F) the parties have a common goal, they would stop marketing cigarettes to persons, companies and/or distributors, for which it is known that they unlawfully, knowingly or without intent is involved in contraband products, marketing, distribution and/or storage or other related illegal activities; The parties recognise that OLAF and the Member States have the right to investigate and take action against such persons and to prevent and detect such fraud cases, and the fact that the EC and the Member States should ensure active and effective support from Japan tobacco companies in their efforts to stop the any practice that might facilitate or encourage the use of cigarettes in Japan tobacco smuggling or as a means of laundering of illicit proceeds. Japan Tobacco Company information provided by OLAF and the Member States concerned in accordance with this agreement, will contribute to the vigorous pursuit of the persons that are suspected cigarette smuggling and cigarette counterfeiting and any other related illegal activities around the world. (G) Japan tobacco companies admit that this cooperation agreement with the EC and the Member States tītaj Go is their best interests, because it actively combats Japan tobacco cigarette into the illegal market, EC, increases the ability of parties to address any related disputes without recourse to the Court and to make a contribution and protect Japan tobacco company brand value and the EC business. Therefore the parties have agreed to enter into this agreement, taking account of interconnection agreements and other important considerations set out below. 2. definitions and interpretation in this agreement 2.1 terms used below shall have the following meanings: in addition to the payment means a payment or payments laid down in article 7 of the tenth part. Affiliate means, with respect to any party, any direct or indirect subsidiary of the company, which may be from time to time. The agreement means this agreement as it may be changed or amended from time to time. The audit order means an order that EC may request from Office requiring the Japan tobacco companies audit to verify compliance with this agreement. Authorized means that staff appointed in accordance with the fourth paragraph of article 7. Blocked or locked performer means an approved customer, confirm the artist, the second buyer, or buyer, that the following are not allowed in the business of dealing with Japan tobacco companies in a 5 year period, in accordance with article 5 of this agreement up to the eleventh to fourteenth. Business day means any day that is not a Saturday, Sunday or statutory holiday in the country of Belgium, or Switzerland. Tins means about 200 packages of cigarettes, which typically packed 10 cartons. Discharge means the message that Japan tobacco companies submit to OLAF and the Member States concerned in accordance with article 11, the first paragraph, which describes the requirements of this contract from Japan tobacco companies. Approved or certified client Executive means the first buyer, or artist, who purchased and/or perform more than 2.500 Japan tobacco cigarette packaging based on trade in any 12-month period, and which are examined in detail and certified by Japan tobacco company according to KYC principles specified in article 5 and in annex 3 are described, and are reflected in the Japan Tobacco programs. The main enforcement officer means the person who is responsible for all enforcement challenges, including those resulting from this contract. Cigarette means any product that contains tobacco and is intended for burning or heating under normal conditions of use, including without limitation any rolling (roll-your-own), which in its appearance, the type of packaging or labelling, it is suitable for use, and suitable to be offered to or purchased by customers as a tobacco cigarette. The purpose of this agreement the tobacco rolling 0.0325 ounces will be considered as the equivalent of one individual cigarettes. Enforcement order means an order that EC may request from Office, demanding Japan tobacco companies to ensure compliance with this agreement. Smuggled cigarettes means cigarettes that are imported, distributed or sold in the Member State, or who was on his way to the Member State for sale in that Member State, in breach of that Member State or the EC applicable taxes, duties or other fiscal legislation, but that the objectives of the Treaty excludes the counterfeit cigarettes. Japan tobacco smuggling cigarettes means Japan Tobacco cigarettes, which are also smuggled cigarettes. Contractor means any natural or legal person (which is different than Japan tobacco company's first customer or branch), which is what Japan Tobacco Company to give Japan a Tobbac cigarette distribution or storage services, or an undertaking, other than a tobacco company Japan branch that deals with the production in accordance with the product which is Japan Tobacco trademarks, license. Collaboration company means a company that has entered into a binding agreement with the EC and some or all the Member States, which provides for cooperation in the fight against counterfeit and smuggled cigarettes, and that includes obligations relating to his client's recognition, tracking and detection, and cash payments. Corporate responsibility Committee means the unit within JTI with the same name, as defined in the first subparagraph of article 4 (b) above. Counterfeit cigarettes means cigarettes that have the cigarette manufacturer's trade mark, which is manufactured by a third party without the permission of the manufacturer of cigarettes, but in no case shall include: (i) the cigarettes, which are made by the trademark holder or any of its affiliates, irrespective of the actual or intended for distribution in the market; (ii) the cigarettes are cigarettes that the manufacturer's trade mark, and which use this cigarette manufacturers produced or sold tobacco; or (iii) cigarettes, which is a cigarette manufacturer's trademark, which packed the cigarette manufacturer's original packaging, including the cigarette manufacturers original boxes and packages. Counterfeit Japan Tobacco cigarettes means cigarettes, Japan tobacco to the trade mark, which is manufactured by a third party, without the authorisation of the companies of Japan Tobacco, but in no event shall include: (i) the cigarettes manufactured by Japan tobacco companies or any of their affiliates, irrespective of the actual or intended for distribution in the market; (ii) the cigarettes, Japan tobacco to the trade mark, and which uses the Japan tobacco company tobacco manufactured or sold; or (iii) cigarettes, which is Japan tobacco company trademark, Japan Tobacco packaged its original packaging companies, including Japan Tobacco Company original boxes and packages, unless Japan tobacco companies cannot prove that the Japan Tobacco Company original packaging material has been stolen from Japan tobacco companies. The dispute means discussion, claim, agreement or dispute arising from or in connection with this agreement. Or other relevant documentary evidence shall mean (i): criminal evidence in any court or Tribunal official for any offence in connection with the illegal production, marketing, distribution and/or storage or any other illegal activity; or (ii) any official of the EC Court of Tribunal decision in any civil case for involvement in the illegal production, marketing, distribution and/or storage or any other associated illegal activity; or (iii) the evidence of criminal or civil cases, the decision as defined in (i) and (ii) above, any other official of the jurisdiction of the Court or Tribunal that is the procedural guarantees and proof standards comparable to those applicable to the EC. The date means the date when the agreement becomes binding on all sides, the last from: (i) the date on which the EC and Member States participating at the contract signature is submitted to the Japan tobacco companies; or (ii) the date on which the JTH and JT off this contract signatures sent to the EC. The first buyer means any natural or legal person, other than the Japan tobacco company affiliate that Japan tobacco company directly selling cigarettes. Management meetings meetings means that certain articles 8 and 9. Illegal product means smuggled or fake cigarettes. The expected retail market means market that Japan tobacco companies made or reached an agreement with the customer, as Approved for the market, Japan tobacco cigarette either domestic retail or retail sale of duty-free, when Japan tobacco companies selling cigarettes Approved for this customer. Japan Tobacco International's trademark means any and all trademarks identified in annex 1. Japan Tobacco cigarettes means cigarettes, on which Japan Tobacco trademarks, which have been produced by any Japan tobacco company, Japan tobacco company of any branch or Japan tobacco company licensee or producer with whom the contract was signed, and to remove any doubts, it eliminates any cigarettes that are any other trademarks that won any Japan tobacco company after April 1, 2007. Japan tobacco company/companies include and/or means, and all of the JTH JTH JT subsidiaries that exist at the date of Closing and are involved in the production of Cigarettes in Japan tobacco, marketing and/or storage, as well as each of them individually. Japan Tobacco programs means Japan tobacco company internal enforcement policies relating to production, marketing, distribution and/or storage, including, without limitation, code of ethics, available www.jti.com. Japan tobacco trade marks mean any and all trademarks laid down in annex 2. KYC program means "know your customer" program, laid down in article 5 and in annex 3 in more detail. List of arbitrators means list of arbitrators set in annex 4. Basic packaging means packaging which contains approximately 10.000 cigarettes. Member States means States that are members of the European Union. Member States not participating in, means its Member States that are not parties to this agreement. OLAF means European anti-fraud Office of the Commission or any of its successors. Pak means packaging which is roughly 20 cigarettes. The Member States concerned means the Member States which signed this agreement is sent to the Japan tobacco companies up to date with those Member States which accede to this agreement, then, in accordance with article 25. Party or parties to this agreement means a party or parties who are listed or mentioned on the cover page of this agreement and this agreement, the parties sign the signature page, but excluding Japan Tobacco Inc. The corresponding regulations means the appropriate laws, statutes, decisions, rules, regulations or other conditions which have the force of law or the impact of EC and/or in any Member State, which are in force in each Member State on the date of its signing, or how the law is implemented or amended the EC or its Member States date of signature. Termination request means a written request from OLAF, in accordance with article 5, part 13 to confirm client and approved, artist, or the second or the following buyer's transaction to be aborted. RJR enterprises means Reynolds American Inc., R.J. Reynolds Tobacco Company, Japan tobacco (Nc Corporation), R.J. Reynolds Tobacco Company (a Delaware corporation), R.J. Reynolds Tobacco Company (the New Jersey Corporation), RJR virsliga Inc., R.J. Reynolds Tobacco International, Inc., Corp., RJR Aqcuisition virsliga Group Holdings Corp. RJR Holdings Corp. virsliga, R.J. Reynolds Tobacco holdings, Inc., the R.J. Reynolds Global products, Inc., and all of their affiliates and subsidiaries out there on 12 May 1999 or for later (which, for the avoidance of doubt, does not include any of the Japan Tobacco Group company). The second buyer means any natural or legal person who directly sells the first purchasers of one thousand or more basic packages of cigarettes in any 12 month period. The statement means a statement submitted by OLAF Japan tobacco companies according to article 11.2, if it reasonably believes that they fail to fulfil their obligations under the Treaty. The subsequent buyer means any natural or legal person to whom the other purchasers directly or indirectly sold one thousand or more basic packages of cigarettes in any 12 month period. Termination notice means a notice in accordance with article 12, which notified in accordance with the procedure laid down in article 15, in sufficient detail, of the nature of the infringement of any essential to enable the party receiving it, to assess what steps it should take. Trier laboratory means a laboratory located in the JT International GmbH, Diessenhofener Strasse 20, 54294 Trier, Germany. 2.2 except where the context otherwise requires: (a) a reference to any article, paragraph, section or attachment without further designation, is designed as a reference to this contract, according to the article, the article a numbered part, section or attachment; (b) article and the names of the annex is provided only for convenience and are not to be taken into account in the interpretation of this agreement; and (c) a reference to any gender include every gender and reference to vienskaitl include the plural and vice versa. 3. Japan tobacco company liabilities General obligations 3.1 Japan tobacco company confirms its existing obligations and the obligation to comply with all applicable laws and regulations, including the EC and Member States ' laws and regulations, and in particular those which establish their activities in relation to: (a) import duties, value added tax, excise duties and other taxes that should be taken in relation to the Japan Tobacco cigarettes; (b) payments that are received from customers, the approved performers, licence holders and other customers in connection with Japan Tobacco cigarettes; (c) currency reporting and accounting requirements for Japan Tobacco cigarettes; and (d) marketing restrictions or prohibitions in connection with Japan Tobacco cigarettes. 3.2 in case Japan tobacco companies acquire new production facilities at the date of conclusion, which would be subject to this agreement, if they were a part of the Japan tobacco companies which, at the date of Closing and removing the article should this cooperation agreement, the parties agree that the JTH and JT duties is to make commercially reasonable efforts, to 12 months from this acquisition introduced the terms of this agreement in respect of these new production equipment and after the expiry of a period of 12 months, these new machines are considered part of the Tobacco Company of Japan and the objectives of the Treaty. If the JTH and/or JT rightly require extra time for the implementation of the requirements of this agreement with respect to any such new manufacturing facilities, and/or the JTH JT may submit a reasoned request of extension of OLAF. The EC and the Member States concerned agree that consent is granted a reasonable requirement for reasonable extension under this subparagraph may not be unreasonably withheld. 3.3 in the event a company or group of companies that deal with cigarette production, marketing, distribution and/or storage that is a trademark, not Japan Tobacco trademarks, acquires or merges with Japan tobacco companies after the Closing date, or any tobacco company Japan otherwise acquire, directly or indirectly, ownership of such a company or a group of companies with the ability to make direct management control over it , Japan tobacco companies and the EC, as far as reasonably possible, to discuss the scope and time period in which this and any other conditions of the contract between the parties, which shall enter into force on the date of Conclusion or just before it, could be reasonably applied, in agreement with the company or group of companies. 3.4 without prejudice to article 3, the application of the third subparagraph, in the case of a company or group of companies that deal with the cigarette that is not Japan Tobacco trademarks, production, marketing, distribution and/or storage is purchased or is combined with Japan tobacco companies after the conclusion date or any tobacco company Japan otherwise acquire, directly or indirectly, ownership of such a company or a group of companies with the ability to make direct management control of such undertaking or group of undertakings , Japan tobacco companies undertake each of the obligations laid down in article 3, the fifth to the twelfth part, article 4 and article 5, first paragraph, all companies in this way become the Japan tobacco companies 2 years after the date on which this company has purchased, for all cigarettes sold in any tobacco company of Japan with any trademark owned or controlled by the company or purchased enterprise group and anywhere on the Japan tobacco company management control such acquisition. With respect to any such person of any article 3 fifth to twelfth part, article 4 and article 5 referred to in the first subparagraph, the time limits for these articles and their part in the implementation of the obligations shall be extended for up to 2 years from the date the person has been purchased. Japan Tobacco in Japan tobacco companies maintain 3.5 and implement programmes essentially Japan tobacco in the form of the programme and, in General, provides a level of compliance and ethical standards that are substantially lower than those arising from the Japan Tobacco programs, as defined by the date of conclusion of the contract. 3.6 Japan tobacco companies shall make commercially reasonable efforts, to their officials, employees and agents to ensure that agreement and Japan Tobacco program principles and requirements. 3.7 Japan tobacco companies constantly improve Japan Tobacco programs to reflect significant changes in international technology and procedures in practice and development, as well as inform OLAF of any significant change in these applications, submitting a discharge. 3.8 conduct which is unlawful or which is in violation of this agreement or the Japan Tobacco programs are not allowed under any circumstances. This includes action that takes place in a country that does not implement its own laws in this agreement or the legislation of Japan Tobacco programs contained restrictions or prohibitions, or that such an infringement is not subject to public criticism or condemnation. 3.9 of this agreement or any Japan tobacco in violation of the inaugural Japan tobacco companies shall make all commercially reasonable efforts to prevent and/or prosecute further similar activities. 3.10 Japan tobacco companies recognize that the fact that a competitor or another company is engaged in illegal activities, without any penalties, does not mean that Japan tobacco companies can engage in such illegal activities or forgive Approved or certified artist or any associated with Japan tobacco companies such illegal activities. 3.11 6 months from the date of conclusion of the contract the Japan Tobacco programs are reviewed to incorporate the appropriate components contained in this agreement. In the event of any inconsistency between the Japan Tobacco programs and this agreement, the latter shall prevail. 3.12 internal communications Japan tobacco companies ensure all Japan tobacco company employees Japan tobacco company internal Web site available to the public the following information: (a) this agreement; (b) Japan Tobacco programs, review of this agreement; (c) the most frequently asked questions and answers relating to this agreement; (d) the most frequently asked questions and answers concerning amendments made in Japan Tobacco programs; and (e) the link to the reporting system established in accordance with article 4 of the sixth to the seventh part. 4. Internal Organisation of execution of Japan tobacco company officials on the implementation of the objectives of the agreement 4.1 the JT is constantly maintained suitable Japan tobacco company key official on issues of enforcement, which reports directly to the JTH Council. The main issues of enforcement officer is empowered and responsible for: (a) Japan Tobacco Companies Law in connection with the revision of the Japan tobacco cigarette manufacturing, sales, distribution and/or storage; (b) jointly with JT in the corporate responsibility Committee of the various compliance targets Japan tobacco companies; (c) any and all commitments and performance under this agreement, undertaken by Japan tobacco companies; (d) Japan Tobacco program and contract execution by Japan tobacco companies, monitoring and investigation; (e) education and training programmes for staff development and review of the Japan tobacco cigarette manufacturing, sales, distribution and/or storage according to Japan Tobacco programs and contracts; and (f) of the action, direct and/or with the appropriate staff, as the focal point for communication between Japan tobacco companies and the EC and the Member States concerned. 4.2. the Japan tobacco companies within 12 months from the date of conclusion of this agreement, the meaning of certain areas of the official enforcement matters or their equivalents, as well as regional officials on matters of enforcement or their equivalents of the obligation to monitor and evaluate tobacco Compliance Program in Japan and here the specific obligations. These specific areas and regional officials on matters of enforcement, using performance management structure, reporting the main official enforcement matters. Japan tobacco companies shall submit a complete and updated list of OLAF with the designated areas and regional officials in matters of execution on the first anniversary of the date of each the date of the next anniversary. Delegation of power 4.3 significant autonomous powers with Japan tobacco cigarette manufacturing, sales, distribution and/or storage or policies and commercial practices as regards them, Japan tobacco companies delegate only those Japan tobacco company employees after Japan tobacco company founded, following in-depth research, have shown the capacity and commitment in its activities fully comply with all applicable laws and regulations, respectively of the revised Japan Tobacco programs KYC application and this agreement, requirements. Activity reports 4.4 Japan tobacco companies are making and will continue to update the procedures performed each year, which are linked to the Japan tobacco cigarette manufacturing, sales, distribution and/or storage, performance reviews and to carry out effective and appropriate measures with respect to the employee and/or institutions if the workers do not follow Japan Tobacco programs. The training programme of Japan tobacco companies carried out 4.5 and continues to update the mandatory training programs for their employees, where activities include Japan tobacco cigarette manufacturing, sales, distribution and/or storage or policies and commercial practices as regards these activities. This training program curriculum includes this contract and its application in relation to policy and business practices in connection with Japan tobacco cigarette manufacturing, sales, distribution and/or storage, and it is communicated to OLAF and the Member States concerned. Employees responsible for the training programme set out in this article, the design and implementation, at least once a year, either run, or participating in a training program, developed by Japan tobacco company employee training and information about their enforcement obligations under the Japan Tobacco programs and this agreement, requiring additional training, if necessary, after the main officials in the enforcement matters. At least once a year, OLAF shall participate in Japan tobacco company employee training. Suspicious activity reporting 4.6 Japan tobacco companies require any Japan tobacco company employee who suspects that another employee, customer or approved Approved performer has done Japan Tobacco program or breach of this agreement, immediately report the official enforcement action in a specific area or Main official enforcement matters and/or legal counsel. Legislation to the extent permissible reporting the identity of the remains of konfidenciāk employee, if the employee has requested it. 4.7 main officer enforcement matters creates a reporting system, which would allow Japan tobacco company employees to report either confidential or anonymous to some extent by law in designated contact person, including by email, regular mail or by telephone, of any suspicious transactions, including, but not limited to, cash transactions for an amount that is greater than $10.000, or any suspect Japan tobacco company employee, confirmed the artist or the approved customer engagement : (a) the unlawful manufacture, sale, distribution and/or storage; (b) any related illegal activity; or (c) transactions, which do not comply with accepted commercial practices, which is a violation of this agreement or Japan Tobacco programs, or Japan Tobacco cigarettes becomes easily redirectable illegal trading channels. The laws allow the rapporteur to the extent required by the employee, the employee's identity by the rapporteur would contact any store as confidential and not disclose it at all times, providing information for specific areas of enforcement matters, a key official on issues of enforcement and/or legal counsel of the suspect (s) transaction (s). 4.8 Japan tobacco companies promptly investigates any report of any potentially suspicious transactions listed in article 4, in the seventh paragraph that is not a fake, OLAF report and submit to the laws of permissible, if the investigation is sufficient grounds to believe that an offence has been committed. 4.9 Japan tobacco companies law permitted extent encourages its employees and/or agents be available and in particular to ensure that the main issues of enforcement officer or staff member concerned would be available to OLAF and to the Member State concerned according to the interview, and a statement that requires a vow as a aims to provide reasonably requested and is required for OLAF and the Member States concerned, in respect of the matters covered by this Treaty and have occurred after the date of conclusion of the contract. Any such Japan Tobacco Company employee and/or agents and/or communication to take place with or without Japan tobacco company representatives and/or presence, as required by the employee/agent. 5. An approved customer and artist relationships approved delivery commitments 1.1 Japan tobacco companies supplying Japan Tobacco cigarettes only in quantities appropriate for consumption in legitimate retail market and refuses to supply cigarettes above this consumption. KYC application 5.2 within six months from the date of conclusion of this agreement, Japan tobacco companies take on the world in the application of this agreement and, where applicable, the KYC application any contracts with any new first buyer or artist, who purchased and/or is expected to make the trade with more than 2.500 Japan tobacco cigarette packs in any Basic 12 month period at any time during the first two year period When commercial transactions are carried out with Japan tobacco companies, or who bought then and/or make the trade with more than 2.500 Japan tobacco cigarette packs in any Basic 12 month period at any time in the course of the operation of this agreement, so those First purchasers or vendors become customers Approved or confirmed performers. 5.3 within one year of the date of conclusion of this agreement and the laws and to the extent permissible, Japan tobacco companies worldwide take to apply this agreement and, where applicable, the KYC application agreements with all of its existing customers First and performers who on the date of conclusion of the contract of purchase and/or trading with more than 2.500 Japan tobacco cigarette packs or reasonable Basis expected that will continue to purchase and/or make a trade with more than 2.500 Japan Tobacco Cigarette packs in any basis of 12-month period that the first buyers or artists become Approved clients or Confirmed performers. 5.4 Japan tobacco companies, to the extent permissible by law requires its Approved customers and approved for performers to comply strictly with the principles of this agreement and, where applicable, the Japan Tobacco programs as a condition for approval. 5.5 Japan Tobacco companies law to the extent permissible conduct regular checks on an ad hoc basis, but at least once a year as a condition of an approved customer and artist approved renewal of the approval. This test is carried out with reference to this agreement and, where applicable, to the Japan Tobacco programs. 5.6 Japan tobacco company representatives in legislation to the extent permissible conduct regular visits for approved documented customer and artist approved locations to see it in action to ensure this agreement, where applicable, and Japan Tobacco programs. 5.7 If Japan tobacco companies found that the customer Approved or approved in principle the artist no longer comply with the principles of this agreement, or Japan Tobacco programs and can not adapt so that they are complied with in a reasonable time period, not exceeding 6 months, they take all available measures to those laws and to the extent permissible, to end the obligations within a reasonable period of time. If Japan tobacco companies reasonably requested by Approved customer or to an approved contractor extra time, to restore the situation in which compliance with the requirements of this agreement, Japan tobacco companies may make a reasoned request for time extension for OLAF. The EC and the Member States concerned shall agree that the permission requirement based on a reasonable extension of time, under this subparagraph may not be unduly detained 5.8 Japan tobacco companies law to the extent permissible maintain complete records of all Approved updated clients and Confirmed performers for at least five years, including: (a) the relevant commercial documents relating to this contract, such as an invoice, a major character in the list of the essential questions of the Approved or approved artist or addressed to them the internal list of essential, nature of the question related to contracts, credit analysis, freight lists, declarations of any relevant authorities, transport documents and other transport documents; (b) documents that Japan tobacco companies got as part of the KYC procedures; (c) any requests and responses from government agencies to the approved customer, artist or their approved commercial business; and (d) all records that refer to the first purchaser payments for Japan Tobacco cigarettes. Confirmed client and confirmed artist contract terms 5.9 in all new, revised or extended agreements with customers and Approved approved Japan tobacco companies for performers require that you comply with the following principles: (a) all applicable laws governing Japan tobacco cigarette manufacturing, sales, distribution and/or storage of full compliance; (b) Japan Tobacco Company code of ethics, which www.jti.com, available in full compliance; (c) Japan Tobacco cigarettes must be delivered to the designated retail sales market; (d) Japan tobacco cigarette packaging must not be modified in any way; (e) full cooperation with the EC and/or going to the tītaj Member States investigative activities relating to the illegal product legislation, to the extent permissible; (f) Japan tobacco companies be given urgent and unconditional permission to suspend commercial relations if Japan Tobacco Company a acquires reasonable evidence that the customer Approved or approved artist after this date of conclusion of the contract unlawful, intentional or unintentional deals or contributed to illegal production, sale, distribution and/or storage or any other similar unlawful activities; (g) Japan tobacco companies be given urgent and unconditional authorization legislation, to the extent permissible to disclose any Japan tobacco cigarette sales to the first independent customer, terms and conditions, and any related information, in response to the legitimate and specific request of the Government in respect of illegal products; and (h) do not sell and not sell the next Japan Tobacco cigarettes, to any person or organization: (i) for which a confirmed customer knows or reasonably should know that it is involved in any illegal trade; or (ii) if the client has obtained an approved or other important Documentary evidence that the person/entity involved in an illegal trade; or (iii) where the client is blocked or locked. 5.10 Japan tobacco companies shall make commercially reasonable efforts to ensure that the agreement concluded with the first purchasers Other buyers and purchasers with the following Other buyers, the first feasible would gradually include substantially equivalent provisions. The suspension of contracts with clients/artists Approved 5.11 Japan tobacco companies law extent permitted suspended commercial relations with any Approved or Approved as soon as the artist of Japan tobacco company acquires or other relevant Documentary proof that the approved customer or the approved performers after the date of conclusion of the contract is illegal, deliberate or unintentional involved or has contributed to the illegal production, sale distribution and/or storage, or any other similar activities. Any certified or certified contractor who are suspended, becomes Blocked or blocked, and for the contracting of the tek announced OLAF. 5.12 if OLAF submitted to Japan tobacco, Japan tobacco companies or firms come in another way, the documentary or other independent evidence that the second purchaser or subsequent purchaser after the date of conclusion of this agreement is unlawful, intentional or unintentional involved or has contributed to the illegal production, sale, distribution and/or storage, Japan tobacco companies will apply commercially reasonable efforts, including, if necessary the suspension of commercial relations, and to the extent permissible by law they are required to stop the first buyer to supply Japan Tobacco cigarettes for this second buyer (or in the case the following buyer, through the second and subsequent buyers, if necessary, to the nearest Subsequent purchaser the nearest Japan tobacco cigarette supplier). 5.13 OLAF may in writing require that: (a) the approved or certified client Executive; or (b) a second or subsequent purchaser; stop operation if OLAF obtained credible evidence that any such person or body after the date of conclusion of this Agreement is unlawful, intentional or unintentional is engaged in illegal production, sales, distribution and/or storage. 45 days from receipt of the request of the Japan tobacco companies submit reply OLAF, giving their decision on the termination of the application. If Japan tobacco companies rejected the transaction affects demand, they must give reasons for this decision. If OLAF after Japan tobacco company answers examination remains to believe that the person or organization must exit, OLAF and the Japan tobacco company and apply good will effort to resolve the dispute. If the dispute is not settled within 30 days of appointment or within 90 days of the request, although which of those would be faster, OLAF may submit the dispute to an arbitrator in accordance with article 14 of this agreement, and to request from the judge's order, which requires that Japan tobacco companies stopped business relationship with the person or organization and to this end the transaction to be registered as the blocked client and a blocked artist. In accordance with this article, if it is determined that, following the second buyer or buyer's transaction is discontinuing the then Japan tobacco companies such a discovery is considered the documentary or other evidence, and independent Japan tobacco companies to act in accordance with the above-mentioned article 5 the twelfth part on this basis. 5.14 the laws and to the extent permissible, Japan tobacco companies staying Blocked, and blocked the performers list. If Japan tobacco companies and OLAF is not a unifying differently, then blocked customer or blocked artists remain appointed the following 5 years after Japan tobacco companies deal with the termination of such Blocked or blocked artist, and such Blocked customer or blocked artist is not allowed to make direct or indirect business with Japan tobacco companies for Japan tobacco cigarette manufacturing, sales, distribution and/or storage during this time period. After 5 years of expiry of the period of the blocked client or the blocked artist can apply to become an approved or certified artist, and this time it must be subject to the applicable KYC programs. The liability for payment of 5.15 Japan tobacco companies strictly comply with the money laundering prevention policy, designed to ensure that they receive the payment for Japan Tobacco cigarettes only from legitimate sources. Japan tobacco company developed policy to monitor all payments for Japan tobacco company realized and/or distributed cigarettes contain measures designed to prevent any of the revenue from any illegal activity in any form used as a payment for cigarettes. 5.16 Japan Tobacco Companies will accept only payments of Approved clients or Approved performers for Japan Tobacco cigarettes under the invoice. 5.17 Japan tobacco companies all approved clients and Confirmed performers require the payments in the currency and the amount is specified in the Japan tobacco company issued the invoice and the bank accounts, which are identified in accordance with the Japan Tobacco KYC application component. 5.18 payments to be made for each invoice or the invoice are made with group one payment instrument. 5.19 the Japan Tobacco Companies will accept only the following payment methods: (a) electronic transfers or cheques from the bank account set for the process, and who is the KYC on Approved or Approved in the artist name, or from a bank account that is approved or Certified Executive Branch examined the name; (b) cash receipts and bank remittance checks, by the bank with a good reputation in the country in which the customer Approved or Approved artist; or (c) cash payments, but only if the approved, or approved artist nature and scope of the transaction is such that according to local conditions is not commercially possible to use another form of payment. 5.20 the Exception from the requirements of article 5 of the fifteenth to the nineteenth part can be made in each individual case, and they must confirm in writing to the principal official enforcement matters. Any exceptional allocation reasons is documented, and they become part of the Approved or certified bailiff records that are maintained in accordance with article 5 of the eighth. 6. Tracking and recording procedures 6.1 Japan tobacco companies shall make commercially reasonable efforts within a reasonable period of time to develop and implement highly effective tracking and logging procedures to combat Smuggling of Japan Tobacco cigarettes. For this purpose, Japan tobacco companies maintain a constant research programme on new and/or improved basic packaging, box and package labeling technology. Japan tobacco companies add 6.2 commercially reasonable efforts, to develop and implement such tracking and logging technologies and procedures, provided that it is proved that they are commercially and technologically feasible to enable them progressively to label Japan Tobacco cigarettes, which are the international Japan Tobacco trademarks with terms, codes or other information that provides a complete identification, basic packages, boxes and/or packages : (a) the retail market; (b) the first purchaser name and order number; (c) the date of dispatch; (d) the destination; (e) the place of departure; (f) the consignee; (g) product buried; (h) the date of manufacture of the product; (i) the production facility, where the product is made; (j) equipment product manufactured; and (k) the production shift, during which the product is made. 6.3 tracking and registration technology and the introduction of the procedure excludes any products that are manufactured, sold, or distributed promotional packages for promotional purposes, on the condition that Japan tobacco cigarette with international Japan Tobacco trademarks an advertising package is the total amount: (a) for any specific market not exceeding 175 million cigarettes in any calendar year, and (b) all markets together do not exceed 750 million cigarettes in any calendar year. If Japan tobacco companies reasonably requires to increase the threshold volume for Japan tobacco cigarette advertising packages, which are excluded from the tracking and registration technology and the application of the procedure under this article, Japan tobacco companies such increase may submit a reasoned request of OLAF. The EC and the Member States concerned shall agree that the authorization in respect of a claim based on the amount of the increase, justified under this subparagraph may not be unreasonably withheld. The basic packages of tobacco companies make Japan 6.4 commercially reasonable efforts, to 6 months from the date of the introduction of tracking and recording technologies and procedures, to highlight all Japan Tobacco cigarettes, which are the international Japan Tobacco trademarks, basic packages, produced and sold in the Member States of these countries or in those countries, with unique mašīnskenējam and human readable tracking codes that ensure complete identification information as indicated in the aforementioned article 6, second paragraph. 6.5 the following sixth paragraph of article 6 will be introduced in the same process, as laid down in the aforementioned article 6, fourth paragraph concerning Japan Tobacco cigarettes with international Japan Tobacco trademarks, which are sold in the Member States or within them, but is produced outside the EC, 12 months from the date of conclusion. 6.6. the Japan tobacco companies will apply commercially reasonable efforts, to 18 months from the date of implementation of a tracking and tracing technologies and procedures, to highlight all Japan tobacco cigarette with international Japan Tobacco trademarks basic packages, which have been produced or sold in 6 countries listed in the annex, with a special mašīnskenējam and human readable trace code that allows for the identification of information, as set out in the above mentioned article 6, second paragraph other than Switzerland, with corresponding period of 24 months. 6.7 If in any period of 12 months after the date of the OLAF learns about at least 5 Japan tobacco cigarette smuggling cases, confiscating every together at least 4 million cigarettes, which each cover the same Japan tobacco trade mark and the same For the retail market, OLAF can submit Japan tobacco companies, in accordance with the applicable legislation, in particular coercive means information relating to seizures. After consultation with Japan tobacco companies, OLAF determines whether you need to take any further action. If any of the following 12 month period OLAF learns about further seizures, 3 each for a total of at least 4 million cigarettes and each with the same Japan tobacco trade mark and For the retail market, Japan tobacco companies implement tracking and tracing technologies and procedures, to highlight all Japan Tobacco Cigarette with a Japan tobacco trade mark basis packages relevant to the intended retail market with unique tracking codes mašīnskenējam providing full identifying information as set out in the above mentioned article 6, second paragraph, in a reasonable time period, not exceeding 12 months, provided that in so doing, the result will be economic consequences of disproportionate Japan tobacco companies. Japan tobacco companies and the EC will consult and in good faith and attempt to resolve any dispute as to whether the tracking and tracing technologies, in accordance with this paragraph, result in the disproportionate economic consequences for Japan tobacco companies. If the dispute is not resolved within 60 days of that meeting, either party may submit the dispute to an arbitrator in accordance with article 14 of this agreement. 6.8 If Japan tobacco companies reasonably requesting additional time tracking and registration in addition to the implementation of the programme in accordance with article 6 of the seventh part, Japan tobacco companies may submit a reasoned request for such extension of OLAF. The EC and the Member States concerned agree that permit reasonable requirement given a reasonable time in accordance with this subparagraph may not be unreasonably withheld. Cans and packages of the tobacco companies make Japan 6.9 commercially reasonable efforts, to implement, within 30 months of the date of conclusion, tracking and tracing technologies and procedures and to highlight: (i) where and when needed; and (ii) as agreed to OLAF and JT, Japan tobacco cigarette with international Japan tobacco brands produced and sold in the Member States of these countries or those countries, packages, with a unique mašīnskenējam and, where appropriate, human-readable tracking codes, which provide full identification information, as laid down in the aforementioned article 6, second paragraph. The implementation schedule is extended for one year for any product that is sold or manufactured in the Member States but outside the Member States. If Japan tobacco companies reasonably required extra time tracking and logging technology and procedures in place to highlight boxes and/or packages under this subparagraph, Japan tobacco companies may submit a reasoned request for extension of OLAF. The EC and the Member States concerned agree that permit reasonable requirement given a reasonable time in accordance with this subparagraph may not be unreasonably withheld. 6.10 Japan tobacco companies shall make commercially reasonable efforts to 42 months from the date of the introduction of the tracking and tracing technologies and procedures for the labelling of cardboard boxes and: (i) when and where necessary; and (ii) as agreed with OLAF and JT, Japan tobacco cigarette with International Japan Tobacco trademarks, which have been produced or sold in the States or countries listed in the annex No 6, packages, with a unique mašīnskenējam and, where appropriate, human-readable tracking code, which provides a complete identification information, as set out in article 6, second paragraph. If Japan tobacco companies reasonably necessary, in addition to time tracking and recording technology and the introduction of procedures for the labelling of cardboard boxes and/or boxes under this subparagraph, Japan tobacco companies may submit a reasoned request for extension of OLAF. The EC and the Member States concerned agree that permit reasonable requirement given reasonable time, in accordance with this subparagraph may not be unreasonably withheld. Scanning technology and database companies make in Japan Tobacco 6.11 commercially reasonable efforts to implement technology that can scan all the basic packages, boxes and/or Pack in 3 months from becoming subject to the labelling in accordance with article 6 of the aforementioned of the quarter and the 10th part to obtain and record the information as laid down in the aforementioned article 6, second paragraph with unique tracking codes and link this information to the tracking and registration database as described below. 6.12 Japan tobacco companies shall make commercially reasonable efforts to provide the participating Member States and OLAF access code reading technology to provide basic packages, boxes and/or package scan. After the basic packaging, cardboard boxes and/or package scan implementation in accordance with the above article 6 the eleventh part, Japan tobacco companies shall make commercially reasonable efforts to provide OLAF and Member States involved remote automated approach to the tasks of tracking and registration search database mentioned above. 6.13 electronic records created and stored in the tasks scheduled in the registration database tracking and are stored for at least five years. 6.14 the parties agree that the information contained in the tracking and registration database is confidential commercial information, which should be used only for the purposes laid down in this agreement and shall not be disclosed to third parties, unless required by law. 6.15 the parties agree that the appropriate time, OLAF received necessary information from Japan tobacco companies responsible for all necessary efforts to train and inform all authorized persons and organizations that have access to tracking and registration databases for the use and importance of secrecy, as well as passwords, security information and tracking and registration databases of information privacy. The deliberate and intentional tracking and registration of the database or in the privacy of the information in the event of an infringement committed by the law enforcement agencies or other participating Member States of the EC or the agent or agents who receive tracking and registration information in accordance with this agreement, other than the person who retrieves the tracking and registration data into a required legal process, the parties, Japan tobacco companies can apply for the payments to be included under i) article 7 in relation to the Member State concerned; and (ii)) to the extent necessary, in accordance with article 8 of the future any demonstrable and substantial loss or damages resulting from any it claims put forward against Japan tobacco companies would suffer as a result of the losses incurred by the EC or the Member State concerned that unauthorized use or disclosing passwords, security information or tracking and registration databases of existing information. The parties agree that the mere fact that the information provided by the EC and/or participating Member States has been published by itself does not constitute convincing evidence about tracking and registration database information privacy violation. Any dispute as to whether: (i) the infringement was deliberate and intentional; (ii) or Japan tobacco companies have suffered demonstrable losses or damage resulting from unauthorized password or security information for the tracking and the use of existing information and databases; (iii) whether any such loss is significant or de minimis; or (iv) the issue of any such loss or damage, if the parties have agreed to address the arbitrator in accordance with article 14 of this agreement. Further realization of Japan tobacco companies, 6.16 OLAF and the Member States concerned shall recognize that, in certain circumstances, efficient tracing and logging to prevent illegal trade in products can be improved if the first buyer is maintained in addition to the database that are similar to tracing and registration database maintained by Japan tobacco companies, in relation to the other buyer or subsequent sales made by the buyer. For this purpose, Japan tobacco companies shall make commercially reasonable efforts, to develop and extend the database tracking and recording technology's scope to cover the sale of the first buyers, buyers and Other buyers in the Following (where applicable) and provide OLAF and Member States concerned access to any such database. In any case, Japan tobacco companies shall make commercially reasonable efforts to organize the tracking and registration of technology deployment and utilization for the first buyers, second epircēj and Subsequent buyers who voluntarily requests the following deployment and use. Guides on the retail market for Japan tobacco companies 6.17 provides information on markings and markets to date. This information includes instruction manual 30 copies designed to allow all of Japan and sold around the world tobacco cigarettes intended for retail market. 6.18 for the avoidance of doubt, none of the Japan Tobacco Company tracking and recording obligations contained in this article 6 shall not apply: (a) on any tobacco product in any form, other than a cigarette, including "paštinam" tobacco; (b) States that, in accordance with national laws, which exist on the date of conclusion, and running track and a registration system for Japan tobacco cigarette production, which provides substantially equivalent information to that determined in accordance with the second subparagraph of article 6, approved Japan tobacco companies. Japan tobacco companies will apply commercially reasonable efforts, to integrate any information as laid down in the aforementioned article 6, second paragraph, and fixed at any local tracking and registration system, the tasks of the search for tracking and registration database as defined in article 6 in the twelfth paragraph, and ensure the OLAF and the Member States concerned with remote automated access to it; and (c) to the Japan Tobacco cigarettes with Japan Tobacco international trade marks or trade marks of Japan tobacco, which manufactured by Japan tobacco companies or authorized by the artist and are for sale only in the retail market, which is now expected to retail market is the only one the first buyer and where box and/or marking of packages that run in the market indicates the expected retail market and production site. After the conclusion of this agreement, Japan tobacco businesses provide OLAF with any not included in the list of the market in accordance with this section and the appropriate updates to the list.

7. the confiscation of illegal products 7.1 OLAF practice has five years to maintain detailed records of all the seizures, which were communicated to OLAF. This practice, as such, would be equally applicable to all Japan tobacco cigarette seizures that are notified after the date of conclusion of OLAF. Like OLAF, current practice is to respond fully and in a timely manner to any demand that companies that cooperate with OLAF, to request information on the products, or the confiscation, the information relating to such seizures from the OLAF regulations prescribed amount, and provided that, in so doing, is not compromised by any Member State or the EC action. This practice, as such, would be equally applicable to all requests made by Japan tobacco companies for such information on Japan tobacco cigarette seizures or information related to the following Japan tobacco cigarette seizures. In addition, the following information, in so far as it relates to Japan Tobacco Company of illegal product control activities may, by OLAF perspective, be made available to the Japan tobacco companies or to be presented at the annual meetings between Japan tobacco companies, OLAF and the Member States concerned in accordance with the fourth paragraph of article 9. 7.2 it should be normal practice, the OLAF regulations prescribed and provided that, in so doing, it would not be at risk of any of the Member States or the EC investigation or action, within 30 days of the notification by the Member State concerned of OLAF, to give Japan tobacco companies a confiscation notice from the Member State concerned for 50.000 or more with Japan Tobacco Cigarette trade marks or which has a label, logo, or other marks that reminds you of Japan Tobacco trademarks, including: (a) confiscation of the date, time and location; (b) confiscated cigarette brand indicated on the packaging and, if available, any references to the intended retail market; (c) the quantity of cigarettes seized. and (d) any identifying marks on the seized cigarettes packs or cartons Based. 7.3 to the maximum extent permitted by law Japan tobacco companies are allowed to test such confiscated cigarettes conditions under which they were at the time of forfeiture, within 30 days of the notice of forfeiture and to select random samples of confiscated Cigarettes. Institution which carried out the seizure, you can also select the samples, which Japan tobacco companies. Trier (Trier) laboratory 7.4 Japan tobacco companies provide a full range of free technical support to OLAF and/or the Member States involved in the illicit product identification in connection with any of the Japan tobacco company activities and sources, and provides services from its laboratories in Trier (Trier) OLAF and Member States involved for these purposes in the following ways: (a) OLAF receives assignments given by the participating Member States, and 5 specific departments, agencies or departments in each participating Member State that each is entitled to request together with OLAF Japan tobacco company trier (Trier) laboratory services from authorized persons; (b) the OLAF provides Japan tobacco companies on request and prior to any service, agency or Department, which used the trier (Trier) laboratory services, with the staff names in each in this organization and that OLAF has the right to demand such use, no more than 5 of OLAF and to 5 of each Department, agency or Department of the party, designated by the Member State; blur Go (c) before OLAF and/or a participating Member State, which used these services, Japan tobacco companies must submit a written request. Japan tobacco companies then make efforts that are commercially reasonable, given the number of such requests received from Member States involved different services, agencies and departments of Trier (Trier) laboratory resources to date, to provide the following services within 15 working days of any such written request, submitted in accordance with the conditions laid down in article 15. The EC and the Member States involved understands that, if such a request reaches the level of unexpected delays may be inevitable for Japan tobacco company of consent to any specific demand, and in this case this inevitable delay will not be considered by this article of the Treaty and infringement of the spirit; (d) authorized persons, OLAF and the Member States concerned: (i) to protect any of the laboratories for the confidentiality of the information; (ii) they may not reveal this information to anyone not authorized personnel; and (iii) they must not share the information collected with any third parties, except the concerned law enforcement agencies or judicial proceedings or other legal cases; and (e) in the case of OLAF, and/or the Member State concerned require the information received from trier (Trier) laboratories, OLAF and/or the Member States concerned shall use their best endeavours to Japan tobacco companies to reach agreement on the form of communication. 7.5 within 60 days from the notification of the seizure of any submitted to the Japan tobacco companies under the above mentioned article 7 of the second part, or within 30 days of the inspection of cigarettes seized in accordance with the aforementioned article 7 to the third part also taken first, Japan Tobacco Company shall submit a written reply to OLAF and konfiscētāj to the institution of the Member State concerned, stating, or cigarettes is Japan Tobacco cigarettes or are they fake Japan Tobacco cigarettes. 7.6 the seizure notice is sent in accordance with reasonable above article 7 of the second part, if Japan tobacco companies have determined that they are counterfeit Japan Tobacco cigarettes, they in their reply, as required under article 7 of the fifth, include documentation and test results that prove this conclusion. A determination as to whether the cigarettes are counterfeit Japan Tobacco cigarettes or Japan Tobacco cigarettes is associated with the following factors that may be changed by agreement between the parties, if the new technologies are developed and methods: (a) the appearance of the packaging, shape, colour and size; (b) the packaging materials used; (c) size, burtzīm, color, language, and content of the text that appears on the packaging. (d) marking, codes and mark that appears on the packaging. (e) the appearance of a Cigarette, shape, color and size; (f) labels on cigarettes; (g) the cigarette paper and filter materials used; (h) the type and quality of tobacco; and (i) all ingredients of cigarettes. 7.7 If OLAF or any participating Member State shall undertake to address the issues with discovery, or seized cigarettes are counterfeit Japan Tobacco cigarettes, the case is sent to an independent laboratory, designated by mutual agreement of the parties to date. The findings of the independent laboratory, which takes into account the factors listed in the aforementioned article 7 in the sixth part, and any other physical factors which it considers appropriate, shall be final. Any costs associated with the decision of the independent laboratory, a party that is not generally an existing situation. 7.8 if the seizure notice substantiated in accordance with the submitted article 7 of the second part, where the confiscated cigarettes is Japan tobacco smuggling cigarettes manufactured after the date of conclusion, Japan tobacco companies reply as laid down in the fifth subparagraph of article 7, include as much information as is available to them, in relation to: (a) the production of cigarettes seized in place; (b) the date of manufacture of the Cigarettes seized; (c) the prescribed Cigarettes seized in the retail market; (d) any associated warehouse and carrier services; (e) the first purchaser of cigarettes seized; (f) the seized cigarettes any known following a buyer; (g) invoices the first buyer with respect to seized cigarettes; and (h) the payment records from the first buyers for any of the seized cigarettes. 7.9 participating Member State that carried out the seizure, free from all Japan tobacco of counterfeit cigarettes in accordance with any applicable regulatory requirements and endeavour to ensure that any such Japan Tobacco counterfeit cigarettes do not get into the back market in violation of applicable laws and regulations. Moreover, Japan tobacco companies may claim to send back all or some of the confiscated products not phony or sell them phony confiscated articles themselves bear the costs, and the Member States involved shall endeavour to respond favourably to the request, in accordance with the applicable regulatory requirements. 7.10 After making the request, required under article 7 of the above fifth, Japan tobacco companies carry out such additional payment (s) (s) of any seizures carried out by participating Member States 50.000 or more Japan tobacco cigarette smuggling to the extent: (a) if the cigarettes are smuggled Japan Tobacco cigarettes, the amount equal to 100% of the taxes and fees that would have been charged for identical legal products or, if the same illegal product seizure made by the participating Member State is not being sold, the taxes and fees that would have been paid for similar illegal product in a participating Member State which carried out the seizure, confiscation, minus taxes and levies, the amount already paid EC (s) or in any Member State (s) in connection with the Smuggling of Japan Tobacco cigarettes; and (b) in the case of smuggled cigarettes is Japan Tobacco cigarettes, and Japan tobacco of seized smuggled cigarettes, adding Japan tobacco cigarette smuggling, which already confiscated in the same calendar year, the EC, the resulting compiled total number exceeding 90 million cigarette together, the second amount is payable in connection with the contraband seized in Japan Tobacco cigarettes, together surpassing 90 million, equal to 400% of the taxes and duties that would have been charged for identical legal product; or, if identical legal product is not sold in a participating Member State which carried out the seizure of 400% of the taxes and fees that would have been paid for similar illegal product in a participating Member State which carried out the seizure, confiscation. 7.11 any additional payment in accordance with article 7 of the tenth are not to be taken, and the smuggling of such confiscated Japan Tobacco cigarettes are not included in the calculation under article 7 of the tenth part (b): (a) any smuggling of Japan Tobacco cigarettes that were seized or the second time consecutively after that; (b) If a participating Member State shall sell, resell, or authorizes the sale or resale of seized contraband cigarettes and tobacco in Japan, if you are paid in connection with the seized cigarettes, any such payments the relevant participating Member State shall be reimbursed; (c) for any confiscation that are made based on specific information provided by Japan tobacco companies; (d) If a notice of seizure is sent based on the above article 7 of the second part; (e) If Japan tobacco companies not allowed to inspect the seized Japan Tobacco cigarettes; (f) if the total contraband seized Japan tobacco cigarette is less than 50.000; (g) If Japan Tobacco contraband cigarettes were made prior to the date of conclusion; (h) If Japan tobacco companies are rightly shown, indicating the relevant insurance requirements for documentation or any other sufficient proof that the Japan of seized contraband tobacco cigarettes are stolen by a third party; (i) if the Japan Tobacco contraband cigarettes were seized outside the EC Customs territory, and Japan tobacco company or any part of the weight of the evidence provided indicates that the destination was not the EC; or (j) If Japan tobacco companies can reasonably demonstrate that Japan tobacco smuggling cigarettes were sold, distributed and stored in accordance with all EC and Member States concerned applicable fiscal and legal norms, or were sold in retail stores. The objectives of this agreement are not counterfeit cigarettes seized, the quantity in respect of which it is considered that this had been "sold to retail", in relation to any particular seizure that qualifies for the additional payment, include only: (i) the seizure of any part of any brand or retail market less than 7.500 cigarettes from any of the manufacturing batch; and/or (ii) any part of the confiscation., which is a valid tax marking from a Member State. Any genuine product volumes, which can be considered to be "sold to retail" in accordance with article 7 of the eleventh part (j) (i) or (ii), is deducted from the total amount seized in addition to payment for the purposes of calculating, under article 7 of the ten parts (a) and/or (b). To the extent the number confiscated the remaining after the deduction under this article 7 of part eleven (j) bottom point increase in addition to the payment, even if the total confiscation of the remaining volume is less than 50 000 cigarettes but does not take into account the threshold 90 million cigarettes for the purposes of achieving the objectives, in accordance with article 7 of the tenth part (b). 7.12 after the first anniversary of the agreement the parties may periodically revise the eleventh article 7 (j), and if a party considers that there is a significant imbalance in the contract resulting from article 7 of part 11 (j), that party may propose the eleventh article 7 part (j) amendments to reduce or alleviate the significant imbalance (the proposed amendments). The parties will negotiate and within 30 days from the notification of the proposed amendments, in good faith, trying to agree on the amendments to be made to article 7 of the eleventh (j), if any. If the parties cannot agree to the proposed amendments within 60 days of the notification of the proposed amendment, any party may submit the dispute to an arbitrator to the extreme, or the proposed amendments are appropriate to the circumstances. The arbitrator shall order the parties to accept the proposed amendment or any amendment to article 7 of the eleventh part (j) if the arbitrator considers it appropriate. 7.13 Any additional payment in accordance with article 7 of the tenth, are made quarterly on such amounts as agreed between OLAF and the Japan tobacco companies on: 1 January, 1 April, 1 July and 1 October. Accordingly, any additional payments to be made under article 7 of the tenth are not accumulated any party until the next quarterly payment date after the response date, in accordance with the aforementioned article 7 fifth. Japan tobacco companies make up a graphic that indicates the selection of individual supplementary payments in accordance with article 7 of the tenth, in any of these quarterly dates and send any such schedule OLAF with proof of payment, if applicable. All payments are made directly to the EC in the same way as payments, which are made in accordance with article 8 below, first and second subparagraphs. 8. Japan tobacco company payments payments 8.1 Japan tobacco companies agree to make payment of us $400,000,000 the amount in a bank account designated by the Commission in Brussels. 8.2 the first payment of us $50,000,000 in Japan tobacco companies carried out within five days from the date of conclusion and four the following payments to the same extent are made every first, second, third and fourth anniversary of the date of conclusion. Further, the ten following charges us $15,000,000 amount is made each day from five to 14 the date of anniversary, in each case, except if one bank is closed that day in Brussels, then in this case the payment will be made the next following the day when the bank is open in Brussels. 8.3 Japan tobacco companies, the EC and the Member States concerned shall understand that these features can be used in accordance with the applicable laws and regulations, to carry out illegal activities to reduce the number of products in accordance with the objectives of the Treaty, and the parties agree to discuss the potential of management meeting that the use of funds in accordance with the applicable laws and regulations. 8.4 the parties agree that no part of any payments made under this contract is not paid as (or the right to settle on existing or potential requirements) for any kind of imposed fines or fines, damages in civil or criminal law, or elevated, multiple or punitive damages in any jurisdiction. 9. mutual information and cooperation 9.1 General obligations in accordance with applicable laws and regulations, without prejudice to the provisions of article 4, the Japan tobacco companies proactively discloses OLAFS and/or the Member States concerned all relevant information that is in their possession after the date of conclusion in connection with illegal products, including information in relation to their competitors. 9.2 it is OLAF'S practices, laws and regulations prescribed and provided that they do not endanger any Member State or the EC investigation or action, to provide full and timely response to any reasonable request for the establishment of cooperation to provide information to enable them to take action against illegal production. As such, this practice would be equally applicable to any reasonable requests from Japan tobacco companies to give Japan tobacco companies to take effective steps to prevent illegal production. 9.3 the management meetings at least once every 12 months in Japan tobacco companies and designated representatives of OLAF is to discuss and assess the functioning of the agreement. During the meeting Japan tobacco companies and each may be submitted any OLAF suggestions that they might be to improve the operation of the Treaty, and OLAF and Japan tobacco companies may communicate one another their concern with regard to the activities of either party in connection with their obligations and responsibilities under this agreement. 9.4 Japan tobacco companies, OLAF and the Member States concerned shall meet once every 12 months, on condition that this meeting could also coincide with the meeting, referred to in the third paragraph of article 9. Japan tobacco companies are 9.5 entitled to meet with OLAF'S annual meeting of the working group or the equivalent in the meeting to the extent that any cooperation company representative is invited to participate. To the extent appropriate, OLAF may invite Japan tobacco companies to participate in other meetings. Answers requests Japan tobacco companies example 9.6 commercially reasonable efforts, to 20 working days to provide a response to the specific requests for information from EC and/or participating Member States on the products, in accordance with the Contract and registration of the implemented tracking programs and marketing Approved customers needed to fight illegal production. If necessary, in response to the request of the Japan tobacco companies also disclose the confidential information of the customer (so far as they are authorised to do so in accordance with the existing treaties applicable laws), providing that these requests are only used to combat illegal production. 9.7 Japan tobacco companies within 5 working days from the receipt of a written request from OLAF or any participating Member States Japan tobacco companies provide, in accordance with applicable laws, data protection and privacy issues, provides OLAF or requesting the Member State Involved, if applicable, the following information: (a) Approved, certified artist, performer and Blocked Blocked list on the date of the request; (b) the sales volume of the approved client for any quarterly period after the date of conclusion; (c) reasonable estimates of annual retail demand, marketing or consumption or any other available estimates, plans or predictions of the retail demand for any domestic or duty free market, for any period of time after the date of conclusion, if required, a version that is not confidential; (d) information concerning Japan tobacco cigarette storage and transport for any retail or duty free sales on the market at the date of conclusion; (e) any KYC information about Approved and confirmed performers; and (f) any records of Approved or certified artist, created after the date of conclusion in relation to the activities that have taken place at or after this date. Quick tracking of 6.1 in accordance with the applicable laws and regulations, in the event that a participating Member States OLAF or take Japan Tobacco Cigarette smuggling and confiscation of OLAF requesting information with respect to the other Japan Tobacco cigarettes that can be passed, Japan tobacco companies make commercially reasonable efforts to promptly (i.e., as soon as possible the next business day) after the request of OLAF, the information listed in article 7 of the eighth part (a)-(h) subparagraphs to the extent available, for all Japan tobacco cigarette shipments to the same as the first buyer that is associated with the seized contraband tobacco cigarettes, Japan for the period, including the period of three months before and three months after Japan seized the contraband tobacco cigarette shipment date. 10. information on products the customs warehouses and pirmspārvadājum notice 10.1 Japan tobacco companies after the receipt of a reasoned request from OLAF or any participating Member State shall inform the applicant of the OLAF and/or the Member States involved, if any, of the Japan Tobacco Cigarettes that are kept in stock on the date of the request to the tax and customs warehouses Japan tobacco company property, supervision or control of the Member State of transit or in the duty-suspension arrangements. Particular, such request may include information on: (a) the date of dispatch of the last Japan Tobacco cigarettes Japan Tobacco physical monitoring points; (b) detailed information regarding the recipient of the Japan Tobacco cigarettes (the brand, quantity, inventory); (c) the intended destination; (d) the identity of the person to whom the cigarettes are sent; (e) the means of transport, including the identity of the carrier; (f) the delivery date specified destination; and (g) for the retail market. 11. Discharge 11.1 date each year anniversary of Japan tobacco companies submit to OLAF and the Member States concerned, discharge, signed by the Chief Executive on matters of enforcement, which described the Japan tobacco business requirements of this agreement and any derogations granted in respect of any of the provisions of the Treaty. 11.2 If any discharge after receiving OLAF rightly concluded that Japan tobacco companies do not fulfil their obligations under the contract, it can, but no later than 60 days after OLAF received a discharge, Japan tobacco companies submit the notice clearly indicated areas where OLAF reasonably believes that Japan tobacco companies do not fulfil their obligations under the contract, the reasons for this view as well as any measures after OLAF considers Japan tobacco companies must take to meet their obligations under the Treaty. 11.3 OLAF may also submit Japan tobacco companies Without due notice at any other time, if OLAF reasonably believes that Japan tobacco companies did not substantially comply with the contract and this may result in a failure could lead to significant illicit production. 11.4 within 30 days from the receipt of the Japan tobacco companies must provide a written response by OLAF. Then Japan tobacco company and authorised representatives of OLAF is and discuss and try to resolve in good faith any dispute in relation to the notice of default. If the dispute is not resolved within 60 days from the time when Japan tobacco companies received the notification, the Commission may submit the case to an arbitrator in accordance with article 14 of this agreement and may require an order from the arbitrator, demanding Japan tobacco companies organize their operations under contract (execution order), or an order requiring Japan tobacco companies the audit to verify compliance with the Treaty (the Audit Ordinance). 11.5 any proceedings instituted in accordance with this article, the arbitrator may issue an enforcement order for Japan tobacco companies only if with more proof of dominance is shown that: (i) Japan tobacco companies have significantly violated their contract; (ii) the non-compliance identified by the OLAF communication; and (iii) such failure has not been adequately resolved until the arbitration hearing. 11.6 the arbitrator may issue the Audit order in accordance with this article, in particular by demanding Japan tobacco companies make the following provisions of this agreement are limited to the evaluation purpose: (a) If required by OLAF entrance facilities to allow OLAF to enter Japan tobacco company in any business premises or the exercise of any of their affiliate business premises with a view to carrying out a commercial activity observed, provided that the OLAF submitted Japan tobacco companies reasonable notice of it where and when is it going to do; and (b) if OLAF wishes to examine the documents, Japan tobacco companies submit to OLAF certain business records that are created after the date of conclusion that OLAF, by reasoned opinion, for its smuggling and counterfeiting activities. 12. Termination and suspension of payments of 12.1 This contract expires 15 years after the date of conclusion, unless otherwise mutually agreed in writing, duly signed by all parties. 12.2 termination of this contract the arbitrators from JT and/or application of the JTH, submitted after the notice of Termination, if they determine that the EC or any of the Member States is going to send in significantly breached this agreement, or the said agreement is long and basically not fully vindicated by what reasonable and/or JTH JT is greeted with respect to these benefits, the parties in the agreement, the other party, except they do not stop the operation of this agreement if such breach is not condoning or can reasonably expect is substantially offset by the subsequent actions of the parties, or are appropriately addressed either to the arbitrators ' orders and the party defaults, agrees with this order, or with substantial amendments to the agreement, the parties may agree. 12.3 JT and/or reasonably expected to be evaluated is the JTH, referring to the terms of this agreement and related agreements, documents and all other correspondence between the parties and/or their consultations, submitted and/or date or carried out directly before it. 12.4 the termination of the contract by the arbitrators, include only cash payment of the termination of the provisions contained in articles 7 and 8. 12.5 If the arbitrators determined that there are grounds for termination in the event of termination of the contract in accordance with the fourth subparagraph of article 12 in relation to the EC and the Member States concerned, except stepped up grounds for termination are clearly defined in a specific application, the Member State concerned or certain participating Member States, which in the case of the arbitrators shall determine the termination with respect to any such specific Member States involved. The following conditions exist: (a) all amounts that Japan tobacco companies must pay in accordance with this agreement, will be reduced by the amounts that otherwise would have been required to pay for any and all former participating Member States. (b) after partial termination with respect to any particular (s) (s) involved in the Member State (s) following (s) involved in the former (-present) Member State (s) concerned is not entitled to receive from Japan tobacco companies any benefit arising from this contract, which is not financial in nature. 7.8 with regard to the termination of the contract in accordance with this article, if the notice of termination is submitted by JT and/or the JTH: (a) adequate financial resources from Japan tobacco companies are deposited into accounts in the conditions laid down in annex 5, to the question of the settlement of termination, and the arbitrator (s), order (s) to release the financial resources referred to the appropriate party or parties; (b) all other obligations of the parties under this Agreement shall remain in force, if it is in the order established by the arbitrators; (c) unless the parties agree on the termination of the period of one month from the date of notification of Termination, the requirement for termination, provided the notice of suspension is considered a dispute for the purposes of article 14; (d) if the dispute is submitted to arbitration, and the arbitrators determined that JT and/or have the right to terminate the JTH action, such termination shall take effect from the date set by the arbitrators, and (i) any financial amount is not payable from Japan tobacco companies, which was due after the date of termination notice was sent to the parties; and (ii) any payment amounts held in the accounts in accordance with the aforementioned article 12 of the seventh part (a) of paragraph 1, are released for Japan tobacco companies; (e) if the dispute is submitted to arbitration and the arbitrators determined that JT and/or JTH had the right to terminate the transaction, the contract shall remain in force and in full any payment amounts deposited in the escrow account are released and immediately paid EC; and (f) if the dispute is submitted to arbitration, and the arbitrators determined that JT and/or JTH was entitled to terminate the transaction and such termination shall apply only to a specific Member State or States concerned, the contract remains in force in full for the other parties, and any amount of the payments, which were in a business account, as set out in article 12 of the sixth part (a) above, should be released immediately and must be paid in accordance with the EC after the reduction, if any, in accordance with the aforementioned article 12 fifth subparagraph (a). Any remaining amount of the transaction in the account are exempt and paid Japan tobacco companies. 12.7 the termination provisions of this article apply to companies that have bought or added to the Japan tobacco companies after 1 January 2007, but the termination of rules related to the acquired business only if the total EC market share for the companies acquired was never more than 2 percent. For the avoidance of doubt, the provisions of termination does not contain any RJR company. 13. INCLUDING 13.1 without prejudice to the provisions of article 12, or the priority nature of any refusal or the amount of the exemption of the EC and the Member States involved in any documents, concluded in the context of this cooperation agreement, the ESA or any participating Member State shall submit to the financial disputes or claims in any jurisdiction against any Japan tobacco companies in connection with any suspected breach on Japan tobacco cigarette production , marketing, transport or storage prior to the date of conclusion, Japan tobacco companies have the right to set-off of any payments to be made in accordance with article 7 or 8 of the tenth article of the amount of any financial loss, loss, debt, interest, reasonable court costs, expenses or penalties incurred or close by Japan tobacco companies in connection with such disputes or claims. 13.2 Before any rights including Japan Tobacco Company of enforcement by the official EC on their reasons for doing so. All Japan Tobacco Company liability in accordance with the aforementioned article 7 or 8 of the tenth article of making payments on the amount by which the right to set-off claimed, is deferred for 90 days from the receipt of such notification. After receipt of such notification, Japan tobacco companies and EC immediately apply effort in good faith to reach agreement on whether the netting is appropriate and, if so, what should be included. If Japan tobacco companies and the EC have not reached an agreement within a period of 90 days from the time when the EC received notification, each party may submit the application to an arbitrator in accordance with article 14, in order to determine whether and to what extent there is a right to set-off. 13.3 in the event that such dispute or claim is presented by a party, and the losses, if any, Japan tobacco companies not to the time when any deferred cash payments in accordance with article 13 of this agreement, the second subparagraph, shall be payable in accordance with this agreement, this amount is held in the deferred accounts in accordance with the business account the procedures set out in annex 5, until such time as the arbitrator determines the amount of the loss. 13.4 If the arbitrator determines that the right to set-off has existed, he orders accounts amounts to pay Japan tobacco companies to the amount by which there is a right to set-off, and the arbitrator shall designate that any remaining amount is payable in the accounts of the EC. If the arbitrator determines that the right to set-off is not existed, he issued orders to the transaction account of the amounts paid to the EC. 13.5 in this article including the terms also apply to claims submitted for businesses that purchased or added to the Japan tobacco companies after 1 January 2007, while they apply to claims against the companies purchased only when the total EC market share following the company purchased was never more than 2 percent. To avoid doubt this includes the rule never include any RJR enterprises. 14. Disputes 14.1 the parties are friendly to settle, with the negotiation or agreement, any differences of opinion about the performance, procedures and management issues resulting from this contract. 14.2 without prejudice to the provisions of article 11, in cases of dispute, the dispute shall be notified to the other parties in writing, and their appearance in the first instance by the Director of OLAF and the legal case JT legal department head. These appointed members shall discuss and seek to solve the dispute in good faith. 14.3 If the consultations in good faith are not resolved the dispute within 30 working days from the notification, then the Dispute will be passed to the Senior Vice-President, JT key legal Executive and Director level or equivalent level in the EC and each participating Member State, which shall as soon as reasonably possible, to try to resolve the dispute in good faith. 8.9 Nothing to what has been communicated to any discussions, negotiations or proposed solutions that made the dispute escalation process or result from it, in accordance with the abovementioned article 14, second or third subparagraph, shall not be in any way accepted in any court or arbitration proceedings. 14.5 any dispute, which remains undecided 60 working days from the date of such notice in writing in accordance with the second subparagraph of article 14 may be submitted to arbitration under the UNCITRAL arbitration rules, which are currently in force in accordance with the amendments to this article. The place of the arbitration proceedings is determined by the arbitrator (s), but it is the EU or Switzerland. The seat of the arbitral tribunal are believed located in Geneva, Switzerland. The language to be used in the arbitration proceedings, is English. 9.1 in accordance with article 14, the seventh paragraph, there is one arbitrator. An arbitrator is in annex 4 in the list of Arbitrators and the highest ranked available that individuals agree. If all of the individuals included in the list of Arbitrators refuses or fails to accept the assignment to be an arbitrator within 30 working days from the submission of the dispute to arbitration in accordance with the fifth paragraph of article 14, one arbitrator to be appointed in each case by agreement between the parties. If the parties have not agreed to one arbitrator 45 days of submission of the dispute to arbitration in accordance with the fifth paragraph of article 14, one arbitrator being appointed by i) first mentioned in the list of Arbitrators the arbitrator, whose appointment is made within 5 working days, if it fails, ii) process is exposed to each arbitrator Arbitrator i) of the list in turn until one is appointed the arbitrator. The Commission and Japan tobacco companies may add to, reduce or rearrange a list of arbitrators annex 4 at any time, by agreement in writing. 14.7 However despite the sixth article 14, any party to the dispute, in accordance with this contract, 7., 8., articles 12 and 13, in relation to arbitration in accordance with the fifth paragraph of article 14, after written notification to the other parties to the dispute within 10 working days from the date the dispute is submitted to arbitration in accordance with the fifth paragraph of article 14, shall be entitled to send the dispute for final review tribunal composed of three arbitrators. 30 working days from the receipt of such written notice, each party will appoint one arbitrator. The third arbiter is the highest ranked individual arbitrators unless all individuals from the list of Arbitrators refuses or is unable to accept the appointment as arbitrator. If all the individuals from the list of Arbitrators refuses or is unable to accept the appointment of an arbitrator within 40 working days from the date of the dispute submitted to arbitration in accordance with the fifth paragraph of article 14, the third arbitrator shall be appointed in each case by agreement between the parties. If the parties cannot agree on the third arbitrator 45 days of submission of the dispute to arbitration in accordance with the fifth paragraph of article 14, the third arbitrator shall mean (i)) the first in the list of Arbitrators the arbitrator, whose appointment is made within 5 working days, if it fails, ii) process is exposed to each arbitrator Arbitrator i) in the list in turn until the third arbitrator shall be appointed. The third arbitrator shall act as the presiding arbitrator of the Tribunal. 9.2 If the dispute is many parties, or the applicant or the defendant, several plaintiffs jointly, and the multiple respondents, jointly appoint the arbitrator in accordance with article 14 of the sixth and seventh. 9.3 the arbitration proceedings are conducted in accordance with the UNCITRAL arbitration rules, in accordance with the following provisions: (a) an amicus curiae or "friend of the Court" notifications may be submitted to arbitration; and (b) pursuant to any party for any disclosure obligations under any applicable laws or regulations, or any securities exchange, Japan Tobacco Company which securities are included in the list, the arbitration proceedings are confidential, and the parties did not disclose the nature of the proceedings or the scope, or any documents or information obtained or derived from the hearing. (c) when the three arbitrators are appointed, the decision may be made by a majority vote. 14.10 to settle disputes by agreeing to arbitration in accordance with the fifth paragraph of article 14 of the regulations, set by the parties irrevocably waive your right to any appeal, review or turning for help in any State Court or other judicial authority, except where the arbitrator (s), the final decision is appealable only to the Swiss Federal Supreme Court. 15. Notices and the representative DESIGNATED by any statement that one 15.1 party must submit to any other party under or in connection with this contract shall be in written form and signed by the party or by the applicant it signed on its behalf, except if any notice to any Member State concerned is legally transferred to the objectives of this agreement, if it is passed on to OLAF in accordance with the provisions of this article. It shall be made available by sending their representative identified below, by email or fax, or by submitting it in person, or by sending it by prepaid registered post, special post or registered post, and in each case with the particular attention of the representatives in the future (and as otherwise notified from time to time in accordance with the provisions of article 15). Anyone notice this passed in person, by e-mail, fax or mail, is considered properly filed: (a) if it is filed personally, at the time of the transfer; (b) fax or e-mail in case transmission which is approved as a proof by sending the same, or (c) prepaid registered post, a special mailing or mailing in the case of the Chair. 10 in the morning on the second working day after the date of dispatch; provided that, if in each case the personal delivery, post via e-mail or via fax made after noon. 6 working day or a day that is not a working day, the service is deemed to have occurred at. 9:00 in the morning on the next following business day. References to the time of this article's reference to the ces to local time in the country of destination. 15.2 the appropriate contact information is: (a) the OLAF Director or his or her designate, address: 30 Rue Joseph II, 1000 Brussels, Belgium, and in accordance with any article 14 submitted a copy of the notification to be sent simultaneously to the European Commission's Director-General of the legal service, rue de la Loi 200, 1/21, Berlaymont B-1049 Brussels, Belgium; (b) legal department head JT, address: 1211 Geneva 14 Chemin Rie, 17, Switzerland, and anyone under article 14 submitted a copy of the notice to be sent at the same time dispute Department Manager, address: Bruckha, Deringer in Freshfield, 65 Fleet Street, London EC4Y 1 h, UK. 15.3 the parties agree to exchange contact list and to update the objectives of this agreement. 16. Privacy 16.1 for the EC and the Member States concerned shall recognise that Japan tobacco companies did not renounce rights to any commercially sensitive information or information containing business secrets and undertakes not to distribute any such information to any private company, and especially not one competitor, without express written consent of the JTH JT or earlier, unless the law provides otherwise. This consent may not be unreasonably withheld if disclosure is necessary for the attainment of common objectives of this agreement, and all necessary measures are taken to limit the impact of any disclosure to the Japan Tobacco Company business. 17. the executing and implementing powers 17.1 the parties clearly represents and warrants that each of them and their subsidiaries are fully authorised by their relevant commitments and implementation, and compliance under this agreement that the persons carrying out the contract, and the corresponding need has the powers to do so. 18. further guarantees 18.1 any time each Party on their costs presented in any such documents and to take all such steps and do all such acts or things as may be reasonably required for the implementation of the provisions of this agreement's objectives and, in particular, to ensure that its provisions are binding or enforceable for each half in any relevant jurisdiction. 19. Expenses each Party shall bear its own 19.1 according to legal and other costs to date, including the judicial process, and the results of the costs relating to the object of the contract, as well as any costs in addition to this contract negotiation and enforcement activities. 20. Invalidation/separation and RULE 20.1 if any provision of this agreement is deemed unlawful or unenforceable, in whole or in part, or in respect of any of the parties, the rest of the contract validity and enforceability or validity and enforceability against the other parties is not affected. The parties further agree to replace such invalid or unenforceable provision of this agreement by a legitimate and enforceable provision that will achieve, to the extent possible, such invalid and unenforceable provisions. 20.2 all obligations under this agreement are performed in accordance with the relevant laws and regulations. Without prejudice to the rights of the parties under this agreement, the parties agree that, to the extent that the obligations of either party under this agreement, consistent with the Relevant laws and regulations, the party is exempted from this obligation only to the extent such enforcement would violate these laws, and as a result no other commitments. 21. the number of copies and the validity of 21.1 this agreement can be signed in any number of counterparts, each of these copies are considered to constitute one and the same document. This agreement shall enter into force on the Date of conclusion. 22. the right of SUCCESSION and of the authorised PERSON, if this Agreement 22.1 except is not specifically provided otherwise, this agreement is binding upon the parties, their hereditary and legal representatives, successors and authorised representatives. 23. Amendment and waiver 23.1 This agreement may be amended, it may refuse or you can make changes only with authorized representatives of the parties to a written agreement. 24. complete agreement this agreement, including 24.1 the annexes, constitutes the entire agreement between the parties relating to this subject matter, and supersedes all previous projects of this agreement and any previously agreed between the parties during the negotiations of this agreement, oral or written. Despite the above, each of the parties and any arbitrator can rely on express statements by the other party or their counsel expressed any letter and/or any other arrangement for the party or solicitor and/or submitted, which date at or just before it in relation to the contract, including, but not limited to, any of the parties reasonably expected the identification in connection with this agreement for the purposes of article 12. 25. in addition to the signatories of the Treaty, Member States may become Member of the 25 participating Member State, only the signature of this agreement and all related agreements in the appropriate manner, and submit a copy of the JTH JT, this and every other party. 25.2 the Commission put its best efforts to promote the non-participating Member States, also becoming a signatory to this agreement. 26. the consent to the jurisdiction and execution of 26.1 the parties hereby give unconditional and irrevocable consent to jurisdiction in accordance with this agreement, and agrees not to claim any immunity for any and all types of judicial proceedings or enforcement, execution or attachment, which they, their property, assets or income (or the intermediary, agent, sub-unit or authority, or their property, assets or income) now or in the future could be legally exposed under any laws or regulations of the jurisdiction and declare the that such a waiver is in effect the largest amount allowed by such laws, provided that this article only applies to the specific goals of the parties in the implementation of the law, which defined and expressly granted by this agreement or any decision taken in accordance with article 14 and no other purpose. 27. The applicable legislation 27.1 this contract construction, interpretation, and validity of actions, and any and all demands, claims or disputes arising out of or related to the regulation and translated in accordance with New York, the United States, laws, without regard to choice of law doctrine. 28. Enforcement of this evidence IT 28.1 the contract is signed it on behalf of the parties, and shall enter into force from the date indicated on the first page of this agreement. Annex No 1 in Japan Tobacco International trademark Camel Winston Salem Mild Seven Monte Carlo more Gold Coast Club this list is updated as needed and/or as the parties agree. Annex No. 2 Japan Tobacco trademarks national brand, Winston, Camel, Albania Monte Carlo Andorra Camel, more, Salem, Vantage, Winston, Camel, Salem YSL Aruba, Winston, Camel, Winston, Mild Seven, Belarus, Epiqu, Magna, Monte Carlo, more wings by Winston Bosnia-Herzegovina Winston, Monte Carlo Camel, Winston Croatia Kosovo Winston, Monte Carlo, more Winston, Camel, Macedonia, Monte Carlo, Winston, Camel, More of Moldova, Monte Carlo, Montenegro, Winston , Monte Carlo Morocco Camel, Winston, Winston, Aspen, Nigeria Club Panama Camel, Winston, Salem, more, Vantage, Camel, Winston, Russia YSL wings by Winston, Mild Seven, Salem, Epiqu, Lucia, more, Russky Style, Magna, Monte Carlo, Peter I, Belomorkanal, Golden Leaf, Kosmos, Lutch, Nash, prima, vsk, Not the North Star, prima, Winston, Camel, Serbia more, Gold Coast, Monte Carlo Switzerland Camel, Winston, Salem, more time, YSL, Winston, Camel, Syria Winchester more Turkey, Winston, Salem, Camel, more, Monte Carlo, Anadolu, wings by Winston, Camel, Winston, Mild Seven, U.A.E., Salem, more, YSL, Gold Coast, Dorchester, Hi-Lite Ukraine Camel, Winston, Seven Stars, Epiqu, more, Magna, Monte Carlo, Golden Leaf brand in EU Member States Austria Camel , Winston, Camel, Winston, Belgium More St. Michel, Monte Carlo, More, Salem, Camel, Bulgaria LANVIN Monte Carlo, More, Salem, Winston, Camel, The Republic Of Cyprus, The Czech Rep. More Winston.
Camel, Winston, More, Monte Carlo, Club, Slavia's Camel Camel, Winston Of Danish Estonia, Monte Carlo, More, Salem, Salem, Camel, Finland France, Winston, Camel, Salem, Winston More, Time, Sakura Camel, Winston, Germany, Lanvin, YSL, Reyna M, Mercedes, Club, Overstolz, Monte Carlo Greece Camel, Winston, Salem, More, Vantage, Monte Carlo Hungary Ireland Italy-Camel, Camel, Camel, More Winston Salem, More, Sakura, Amadou Latvia By Camel , Winston, Epiqu, Premier, Monte Carlo, Camel, Winston, Lithuania More Salem, Premier, Gold Coast, Monte Carlo, More Luxembourg, Winston, Camel, St. Michel, Vantage, Monte Carlo, More, Winston, Salem, Camel, YSL Malta Monte Carlo Netherlands Camel, Winston, Time, Vantage, Monte Carlo, More, Salem, Camel, Salem Portugal Poland YSL Camel, Winston, Camel, Winston, Seven Star Romania, Salem, Monte Carlo, More Camel, Winston, Winchester Slovakia Slovenia Camel , Winston, Camel, Spain Monte Carlo Winston, Salem, wings by Winston, more, Gold Coast, Vantage Camel United Kingdom Sweden Camel, Salem, Winston more, this list is updated as needed and/or as the parties agree. Annex 3 know your customer and artist programs 1. approved customers and performers. Japan tobacco companies applied their KYC programme existing and/or potential buyers or First performers. Such programs include, but are not limited to, information and documentation in the collection, verification and regular updating, which is as follows: (a) if the first purchaser or holder is an individual, the information concerning his or her identity, include, but are not limited to, full name, last name, business registration number (if any), date and place of birth, the applicable tax registration numbers and the current official identification documents and/or passport copy; (b) if the first purchaser or holder is a company or other entity, the information relating to the identity, include, but are not limited to, full name, business registration number, date and place of incorporation, capital, the applicable tax registration numbers, statute or equivalent document copies, the respective corporate affiliates, its officers and directors ' names, surnames, any appointed representatives names and their official identification document or passport copy and/or; (c) if the individual/company wants to become the first buyer for the retail market in cigarettes that description will be purchased from Japan tobacco companies. The first buyer of this description is supplemented as necessary and this includes, if known and applicable, following the identification of the buyer which the buyer sells the first Japan Tobacco cigarettes. (d) information concerning the number of persons employed by the applicant at the date of the request for information; (e) information and documentation for any criminal offences or any accusations that put government agencies against the applicant or any of its managers, directors and/or legal representatives; (f) bank account, through which the payments are made on the applicant sold cigarettes, complete identification, including but not limited to, full name and address of the bank, the account holder's full name and address, and any information concerning account identification. In addition to the information referred to above, if the bank account used for payments that Japan tobacco companies belong to the branch of the applicant, specifying the exact obligations of full between the branch office and the applicant (or the following, approved, or approved artist) is requested to submit to the Japan tobacco companies before approving any payment from the following branches; (g) the KYC application which the applicant applied its clients are reviewed to verify the applicant's KYC programme satisfies the provisions of this Treaty and Japan Tobacco programs, and that it required the applicant's clients to do the same with your customers; and (h) any other documentation or information that Japan tobacco companies require to complete the approval process. 2. In-depth research. In each case, but at least once a year and prior to approval, will be carried out in-depth research procedures, and they include, but are not limited to: (a) Japan Tobacco Company representatives, periodic visits to the applicants, Approved, or approved business place of the performer (s) to continuously assess the applicant, Confirm or Approve Executive ability and commitment to maintain its approved status pursuant to this agreement and the applicable component of the Japan Tobacco programs; (b) periodic written correspondence with customers Approved or Confirmed performers to ensure that the information and documentation that collected the approval process, is actualized, and that any changes to the Japan tobacco companies are properly reported and the information is updated. (c) the approved customer purchase permanent monitoring, to ensure that the purchase volume is appropriate for Japan tobacco cigarette demand for retail market; (d) consideration of the program and check KYC with each approved customer and artist approved to: (i) reviewed the existing requirements under the programmes; (ii) made on Japan Tobacco Company obligations to cooperate with OLAF and the Member States involved on these issues; (iii) create a chance and an opportunity to respond to any questions concerning this agreement, Japan Tobacco programs and requirements here approved a customer or contractor approved; (iv) provide the approved customer or the approved artist information for any clarifications or changes to this agreement or the Japan Tobacco programs for Certified or approved izpldītāj; and (e) drawing up reports, giving detailed information about in-depth research procedures. Annex 4 list of Arbitrators 1. Walter van Gerven Cermarsinstra 3012 wilsele a 42 B-Belgium 2. Hans Van Houtt International Trade Law Institute law school B-3000 Leuven Belgium annex 5 notice of transaction account 1. any funds held in the escrow account, in accordance with article 12 of this agreement sixth and/or article 13-part 4, Japan tobacco companies paid in interest bearing deposit account (transaction account) bank established by the Commission in Brussels (the Bank) to the Japan tobacco company and the EC common name. Japan tobacco companies are irrevocably released the money after the transaction account agent, appointed by the arbitrator (business account agent). 2. Transaction account agent stored in funds after Japan tobacco company and the EC mandate in accordance with the rules set out below: (a) any legitimate bank or other costs arising from the transaction account and any reasonable fees and expenses incurred from the transaction account agent designation, shall be paid from the Escrow account. (b) any interest or profit arising on business account (subject to any bank or other costs/fees, which are made from the transaction account) (income) is accumulated and form a business account. Every time that you paid part of the money transaction account, it will have been added to the appropriate part of the Income. 3. Transaction account agent makes payments from the Escrow account only under the written order of the arbitrators, in accordance with article 12 of this agreement in the sixth and/or article 13, 3.-4. Any such payments are made Japan tobacco company and the EC accounts, as it can in writing business account agent announce from time to time, Japan tobacco companies or the EC.

14 December 2007 JT International S.A. International Holdings BV and J.T. the European Community and the Participating Member States MUTUAL CESSATION agreement this agreement is made on 14 December 2007, BETWEEN JT International S.A. (JT) and JT International Holding BV (JTH) on their own behalf and on behalf of any Forum and and all the companies forming the JT Group companies and the European Community (the EC) represented by the European Commission (the Commission) and Certain Member States of the European Union participating in this Mutual Cessation agreement (the MC) (the Participating Member States). In RECITAL (A) whereas the EC and some Member States have filed the complaints and certain JT Group companies have brough the ECU proceedings; (B) Japan tobacco companies, Participating Member States and the EC have entered into a Cooperation Agreement establishing an ongoing relationship of co-operation between the parties in order to combat the trade in smuggled and/or counterfeit Cigarette in the ECU and specifically to work towards the elimination of Japan Tobacco Cigarette's from the illegal market; and (C) the parties have agreed that it is in their best interests to fully and finally resolve it, without any admission of liability, all matters between the parties that relate to: the EC claims or claims, or J.T. the alleged acts (or omission) forming the basis of said claims, that were asserted, or which could have been asserted in the complaints or the ECU proceedings. THEREFORE the parties have agreed to enter into this MCA in of the covenant of mutual considerations and other valuable considerations set out below. 1. DEFINITION AND INTERPRETATION 1.1 In this MCA all terms which are defined in the Cooperation Agreement will have the same meaning in this MCA and, further, the following terms shall have the following meaning: agents means direct and indirect subsidiar of the JT Group companies to along with their direct and indirect, as well as subsidiar all of their current and former employees , director, officer, agents acting lawfully and within their authority and insofar as their servants conduct relate to the manufacture, sale, distribution and/or storage of Japan Tobacco Cigarette prior to the Execution of the Data. For the avoidance of doubt, shall not include any agents RJR Entities. To assign an individual or mean business to whom the property or legal rights or interests of Japan tobacco companies have been transferred, including a non-affiliate of the JT Group companies engaged in the manufacture under license of products bearing Japan Tobacco trademarks, prior to the Execution date. For the avoidance of doubt, you shall not Assign any RJR Entities to include. Complaints means the proceedings filed by the ECU and certain Member States in New York on or about 6 November 2000, 6 August 2001, 9 January 2002 and 31 October 2002 and any other allegation made by the EC and Member States Participating and shown the JT Group companies prior to the signature Data. Cooperation agreement means the agreement between the Japan tobacco companies, the ECU and the Participating Member States. ECU claims means any and all civil claims, charges, demands, subpoenas, discovery requests, actions, suits, liabilit, obligation, judgment, order, debt, lien, covenant, expense, counterclaim, rights of set-off claims for indemnity, causes of action, proceedings or rights or interests of any kind or nature whatsoever, including monetary claims which are made within the criminal proceedings in the form of claims for restitution, the disgorgemen , punitiv, or other forfeitures imposed damage or otherwise), as well as interest and costs, for any conduct or omission of acts or prior to the signature Data, known or unknown, suspected or whethers unsuspected, accrued or unaccrued, however and whenever arising or capable of arising and in whatever jurisdiction, whethers in a court, arbitration tribunal and/or in, including (but not limited to) any claims for costs , or for the punitiv of damage including damage and penalties or any multiple thereof imposed by civil courts and whethers on the basis of contract, tort, equity, restitution or to enrichmen unjus or otherwise, provided that such claim of «arise out of or relate to, or is connected with any matter, or the alleged acts (or omission) forming the basis of the claims that were raised or asserted , or could have been asserted in the relations it raised or, those matters in the complaints. For the avoidance of doubt, the EC claims does not include health care matters. ECU proceedings means the proceedings before the Court of Justice of the European Communities against the Commission with case numbers T-380/00 and T-31/03, and C-131/03 P to the exten to not already determined by that Court. JT claims means any and all civil claims, charges, demands, subpoenas, discovery requests, actions, suits, liabilit, obligation, judgment, order, debt, lien, covenant, expense, counterclaim, rights of set-off claims for indemnity, causes of action, proceedings or rights or interests of any kind or nature whatsoever including for interest and costs, for any conduct or omission of acts or prior to the signature of the data known or unknown, suspected, whethers or unsuspected, accrued or unaccrued, however and whenever arising or capable of arising and in whatever jurisdiction, whethers in a court, arbitration tribunal and/or in, including (but not limited to) any claims for damage, or for the Costa, including punitiv of damage and penalties or any multiple thereof imposed by civil courts and whethers on the basis of EC law , contract, equity, tort, fraud, restitution or to enrichmen unjus or otherwise, provided that such claim of «arise out of or relate to, or is connected with any matter, or the alleged acts (or omission) forming the basis of the claims that were raised or could have been asserted, or asserted, it raised or in relations those matters in the proceedings the ECU. JT Group companies mean for Japan Tobacco Inc., and all related entities to subsidiar and existing at any time between 12 May 1999 and the date of this MC. For the avoidance of doubt, the JT Group companies shall not include any RJR or any entity, Entities whose aggregate market share of the ECU has been more than 2% since 1990 MCA means this Mutual Cessation agreement as it may be amended from time to time. Party or parties means a party or parties to this Agreement who is/are listed or referred to at the head of this MC. RJR Reynolds American Entities to means Inc., R.J. Reynolds Tobacco Company (a North Carolina corporation), R.J. Reynolds Tobacco Company (a Delaware corporation), R.J. Reynolds Tobacco Company (a New Jersey corporation), RJR virsliga Inc., R.J. Reynolds Tobacco International, Inc., RJR Acquisition Corp., virsliga Group Holdings Corp. RJR Holdings Corp. virsliga, R.J. Reynolds Tobacco holdings, Inc., the R.J. Reynolds Global products, Inc., and all their affiliates and subsidiar to existing on May 12 , 1999 or acquired thereafter (which, for the avoidance of doubt, does not include any JT Group companies). Signature date means, for each initial Participating Member State, the Execution date, and for each subsequent Participating Member State, the date on which that Participating Member State executed a signature page to this agreement. 1.2 save where the context otherwise requires: (a) a reference to any clause, the sub-clause or annex shall be construed without further designation as a reference to the clause, the sub-clause or annex it or of this MC so numbered; (b) clause and annex with headings for convenienc only and shall not be taken into account in the interpretation of this MC; (c) a reference to any gender shall include all gender and reference to the singular shall include the plural and vice versa. 2. the CONDITION RELATING TO the COOPERATION a PRECEDEN agreement 2.1 from the party may become a Party to the Cooperation Agreement, either on the Execution date or later, unless that Party has previously, or simultaneously, to become a Party to this MC. The parties agree that, in the event of any conflict between this clause and any provision in the Cooperation Agreement, this clause will prevails. 3. MUTUAL CESSATION 3.1 it is Your obligation in relations arising under this MCA or the Cooperation Agreement, the EC and the Participating Member States hereby absolutely and unconditionally fully release and discharge the JT Group companies and their successors, agents and Assign from any and all claims the ECU and all such claims are hereby waived. For the avoidance of doubt, the release, discharge and the waiver provided for in this clause shall not cover any Entities to RJR. 3.2 the release, discharge and the waiver provided for in sub-clause 3.1 shall cover the companies acquired by or merged into the JT Group companies subsequent to January 1, 2007, but this release, discharge and waiver shall extend to the acquired company or companies only if the aggregate of the ECU market share of such acquired company or companies has not been more than 2% since 1990 in Its relations to 3.3 obligation arising under in this MCA or the Cooperation Agreement , JT Group companies hereby absolutely and unconditionally fully release and discharge the ECU and the Participating Member States, and their publication in the official, official, employee, staff and successors, from any and all claims and all JT such claims are hereby waived. 3.4 the ECU and the Participating Member States shall: (a) promptly seek and, if possible, obtain the full and complete dismissal with prejudice and without costs of any proceedings in any jurisdiction relating in any way to the complaints insofar as they relate to the JT Group companies; and (b) specifically, deliver it, simultaneously herewith, JT a notice and Order of Dismissal with prejudice in the form of Annex 1 of the MCA by the executed by the authorised representatives of all of the named plaintiff in the complaints and cause to be filed, consistent with the Fed. R. Civ. P. 41, all other reasonable requested notices and/or stipulation of discontinuanc with prejudice, where applicable, and without any order as to costs, to the relevant court or courts where the complaints or any of them insofar as they relate to pending to the JT Group companies. For the avoidance of doubt, for the purpose of this sub-clause, the proceedings shall include any proceedings pending or not served or 3.5 whethers JT Group companies shall promptly seek and, if possible, obtain the full and complete dismissal with prejudice and without costs of any pending proceedings insofar as they relate to any of the ECU proceedings which have been brough to by JT Group companies the exten to it that those proceedings have not already been determined by the Court of Justice of the European communities. 3.6 Each of the waiver, release or discharge of liability to this clause pursuan is expressly with prejudice to those claims or liabilit. For the avoidance of doubt, the parties granting waiver, or discharge the acknowledg releases that the parties do not thereby benefiting shall be deemed admi and not to have admitted liability, for any of the matters released or discharged, waived them this pursuan MCA or the truth, or of any factual allegation arguability, made in any of the claims or the ECU JT claims. 3.7 For the avoidance of doubt, and without prejudice to the positions of any of the parties, the EC, the Participating Member States and the JT Group companies shall each bear their own costs in all including, without limitations, those relating to: (a) the dismissal of pending proceedings relating in any way to any of the complaints insofar as related to the JT Group companies and the dismissal of the proceedings the ECU; and/or (b) the conduct of any claims relating in any way to any of the complaints insofar as related to the JT Group companies and the EC proceedings. 4. CERTIFICATES 4.1 the COVENANT AND to the ECU and the Participating Member States not to bring any Covenant claims released to them this MCA pursuan against JT Group companies connected with any ECU claims or arising out of, or related in any way to, any of the matters waived, released and discharged by the ECU and the Participating Member States to this pursuan MCA (save for the purpose of enforcing their rights pursuan to the terms of this MC or the Cooperation Agreement). 4.2 the JT Group companies not to bring any Covenant claims released to them this MCA pursuan against the ECU or any of the Participating Member States connected with any JT or arising out of claims, or related in any way to, any of the matters waived, released and discharged by the JT Group companies pursuan to this MC (save for the purpose of enforcing their rights pursuan to the terms of this MC or the Cooperation Agreement). 5. FURTHER AND administrative matters, notices AND APPOINTED representatives 5.1 the following provision of the Cooperation Agreement shall be incorporated into this MC. (a) clause 14 (Dispute Resolution); (b) clause 15 (notices); (c) clause 17 (Authority); (d) clause 18 (Further assurance); (e) clause 19 (Costa); (f) clause 20 (Invalidity); (g) clause 21 (Counterpart); (h) clause 22 (Succession); (i) clause 23 (Modification); (j) clause 24 (entire agreement) (k) clause 25 (Additional Signator); and (1) clause 26 (Consent to Jurisdiction and enforcement). 6. EACH LAW 6.1 the construction, interpretation, operation and effect of this agreement and any claims, controversies or dispute arising out of or related to the IR of be governed by theret and construed in accordanc with the laws of the State of New York without giving effect to conflicts of law principles. 7. EXECUTION AND effect 7.1 this MCA comes into effect immediately prior to the coming into effect of the Cooperation Agreement on the signature Data. 7.2 from the provision of this MC is intended to confer upon any person other than the Participating Member States and the ECU, and the JT Group companies any rights or remedies hereunder. 7.3 All of the obligations of this MC with a subject to the relevant constitutional provision, statute, Ordinance, rule, regulation or other provision having the force and effect of the law of the EC and/or the Participating Members States, and without limitations, nothing herein may be construed to limit, in any way, the ECU's or Participating Member States ' power or discretion to discharge their official duties. IN WITNESS WHEREOF this 7.4 MCA has been executed on behalf of the parties of the heret with effect from the date specified on the first page of this MC. Annexe 1 notices and/or STIPULATION OF DISCONTINUANC of the UNITED States District Court EASTERN district OF NEW YORK.............................................................................. "
X the EUROPEAN COMMUNITY, acting on its own behalf and on behalf of the MEMBER States it has power to it, and the represen:::: 02-CV-0164 Kingdom of Belgium, the Republic of Finland, the French Republic, the Hellenic Republic, the Federal Republic of Germany, the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands, the Portuguese Republic, and the Kingdom of Spain, individually,:::: Plaintiff,-against-JAPAN tobacco, Inc. , JT INTERNATIONAL MANUFACTURING AMERICA INC., JT FOR DUTY-FREE USA, INC., JT INTERNATIONAL S.A. JAPAN TOBACCO INTERNATIONAL U.S.A., PREMIER BRANDS, LTD. Defendant.
……………………………………………………………………
Notice AND ORDER OF x DISMISSAL WITH prejudice the plaintiff in this action, by and through their counsel of record, hereby give notice, it Fed pursuan. R. Civ. P. 41 (a) (1), that all claims and causes of action are hereby DISMISSED WITH prejudice. Each party shall bear its own costs, expense and attorneys ' fees. Dated: New York, New York _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, KRUPNICK, CAMPBELL 2007, Malone, BUSER, SLAMS, HANCOCK, McKee, P.A. & LIBERMAN By: _____ _____ _____ _____ _____ Kevin a. Malone, Esq. Carlos A. Acevedo, Esq. (CA-6427) 100 courthouse Law Plaza 700 Southeast Third Avenue Fort Lauderdale, Florida 33316 954-763-8181 (telephone) 954-763-8292 (facsimil) SPEISER, Krause, NOLAN & GRANITE By: _____ _____ _____ _____ _____ _____ John j. Halloran, Jr., Esq. (JH-2515) (Counsel of Record) Two Grand Central Tower 140 East 45th Street, 34th Floor New York, New York 10017 (212) 661-0011 (telephone), (212) 953-6483 (facsimil) SACK & SMITH LLC Andrew b. Sack, Esq. John K. Weston, Esq. 114 Old York Road Jenkintown, Pennsylvania 19046 215-925-8200 (telephone) 215-925-0508 (facsimil) EDWARD f. FARRELL, ESQ. Villanueva, 31 1 ° Issue. 28001 Madrid SPAIN + 34.91.700.01.72 (telephone) + 34.91.431.11.53 (facsimil), ATTORNEY FOR PLAINTIFF SO ORDERED this _____ DAY OF _____ _____ _____, 2007 ____ ____ ____ ____ ____ ____ ____ _____ U.S.D.J. contents clause page title page of RECITAL 1. Whereas a DEFINITION AND INTERPRETATION 2. CONDITION RELATING TO the COOPERATION a PRECEDEN agreement 3. MUTUAL CESSATION COVENANT AND DO 4 to 5. FURTHER AND administrative matters, notices AND APPOINTED representatives 6. EACH LAW 7. EXECUTION AND effect notices and/or STIPULATION OF DISCONTINUANC 2007 December 14 JT International S.A. International Holdings BV, JT and the European Community and the Participating Member States mutual Termination of contract this contract is 14 December 2007 between JT International S.A. (JT) and JT International Holding BV (JTH) in their own name and any and all companies that comprise the Group of companies, and J.T. European Community (EC), represented by the European Commission (the Commission) and certain European Union Member States taking part in the mutual termination agreement (SPLA) (participating Member States). Statement of the facts in the light of the fact that (A) the EC and individual Member States have submitted complaints and definitely the JT group companies have launched Court proceedings; (B) Japan tobacco companies, participating Member States and the EC has concluded a cooperation agreement establishing the permanent cooperation relations between the parties, in order to combat smuggling and/or counterfeit cigarette trade in the EC and in particular work to prevent Japan Tobacco Cigarette into the illicit market; and (C) the parties have agreed that their biggest interests are fully and finally resolved, without any disclaimer of responsibility, all the issues between the parties relating to: EC requirements or JT or actions (or inaction), which clearly unfounded allegations that form the basis of those requirements, which were approved or which could be approved in the complaint or Court proceedings. Therefore the parties have agreed to conclude this SPL, taking account of interconnection agreements and other personal conditions, set out below. 1. definitions and interpretation 1.1 in this SPL all the terms that are defined in the Treaty of Cooperation, have the same meaning in the SPL, and used terms below have the following meanings: agents means direct and indirect JT group company subsidiaries, together with their direct and indirect subsidiaries, as well as all their current and future employees, directors, officers, agents, acting lawfully and within the limits of their powers, the as well as officials, in so far as they relate to the Japan tobacco cigarette production, marketing, distribution and/or storage before the date of conclusion. For the avoidance of doubt, the agent does not contain any RJR company. Assignee means the individual or company that has been released for Japan Tobacco Company property or legal rights or interests, including the JT group companies that are not their affiliates involved, in accordance with the license product with Japan tobacco trade marks before the date of manufacture. For the avoidance of doubt, the legislation does not include any of the descendants of RJR company. Complaints process, which means the case submitted by the EC and Member States in New York in 2000 set of 6 November, 2001 august 6, 2002 January 9, 2002 and October 31, and any other unfounded allegations, expressed by the EC and Member States involved and open Group before the conclusion of the JTI. Cooperation agreement between the contract means Japan tobacco companies, the EC and the Member States concerned. EC means any and all civil claims, charges, demands, subpoenas, disclosure request, action, proceedings, liabilities, obligations, judgments, orders, debts, hassle, agreements, the costs of the counterclaim, the right to set-off claims for compensation, the basis for the proceedings, or any right or interest in the proceedings, including the claims that money raised in criminal proceedings, the claims of restitution, return, return, confiscation, fines or compensation for damages, or otherwise as well as the interest and the costs of any action, actions or failure to act before the date of conclusion, known or unknown, for which the former suspect eh, accumulated or accrued, regardless of how and when arisen or might arise and in any jurisdiction, whether it be a court, a Tribunal of arbitration, and/or the including (but not limited to) any claim for costs or damages, including punitive compensation and fines, or any civil court repeatedly, replace the and either on the basis of the Treaty, justice, non-contractual restitution, or unjust enrichment or other basis, provided that such a claim arises out of, or relate to, or are associated with any question or demonstrable actions (or inaction), which form the basis of the claim that proposed or approved, or approved may arise or in connection with these issues in the complaint. For the avoidance of doubt, the EC does not include health care issues. EC proceedings means proceedings before the Court of Justice of the European Communities v Commission case T-380/00 numbers and T-31/03 and C-131/03P the extent that have not yet been determined by the Court. JT requirements means any or all civil claims, charges, demands, subpoenas, disclosure request, action, proceedings, liabilities, obligations, judgments, orders, debts, hassle, agreements, the costs of the counterclaim, the right to set-off claims for compensation, the basis for the proceedings, or any right or interest, including interest and expenses of any action, activity or failure to act before the date of conclusion, known or unknown, for which the former suspect eh , accumulated or accrued, no matter how and when arisen or might arise and in any jurisdiction, whether it be a court, a Tribunal of arbitration, and/or the including (but not limited to) any claim for costs, damages, including compensatory or punitive fines or any civil court repeatedly and imposed either on the basis of the EC regulations, contract, equity, non-contractual breach, fraud, restitution or unjust enrichment , or other basis, provided that such a claim will arise from, relate to, or are associated with any of the things or demonstrable actions (or inaction), which form the basis of the requirements that were proposed or approved, or are likely to be encountered or confirmed by the Court in these cases. JT group companies means Japan Tobacco Inc. and all subsidiaries and associated companies that exist at any time between 12 May 1999 and the SPL. For the avoidance of doubt, the JT group companies do not include any Company or any company RJR, a total EC market share has been more than 2% since 1990. SPL means the mutual termination agreement, which you can make the corresponding amendments from time to time. Party or parties to this agreement means a party or parties that are listed or mentioned by this name in the SPL. RJR enterprises means Reynolds American Inc., R.J. Reynolds Tobacco Company (Nc Corporation), R.J. Reynolds Tobacco Company (a Delaware corporation), R.J. Reynolds Tobacco Company (the New Jersey Corporation), RJR virsliga Inc., R.J. Reynolds Tobacco International, Inc., Corp., RJR Aqcuisition virsliga Group Holdings Corp. RJR Holdings Corp. virsliga, R.J. Reynolds Tobacco holdings, Inc., the R.J. Reynolds Global products, Inc., and all of their affiliates and subsidiaries, which exists on 12 May 1999 or later (which obtained to avoid any doubt, does not include any of the Japan Tobacco Group company). Signing date means each original Member State concerned, the date, and the Member State concerned following the date on which this participating Member State drawn up this contract signature page. 1.2 unless the context otherwise requires: (a) a reference to any article, or part of the annex of article without further guidance is designed as a reference to the corresponding numbered article SPL, or article; (b) article and the names of the annex is only for convenience and are not taken into account in the interpretation of the SPL; (c) a reference to any gender include every gender and reference to vienskaitl include the plural and vice versa. 2. the condition PRECEDENT in relation to the contract 2.1 no one party cannot become a party to the cooperation agreement, either the date or later, unless that party not previously or simultaneously become the SPL side. The parties agree that any conflict between this article and any cooperation agreement, is a priority for this article. 3. mutual termination 3.1 except in connection with the obligations arising from this agreement, SPL or the EC and the Member States concerned with this fully and unconditionally released and fully justifies the JT group companies and their legal successors, agents, and successors for any and all EC requirements, and all of these requirements are hereby revoked. For the avoidance of doubt, the release, and the remedying of withdrawal provided for in this article, does not contain any RJR company. 3.2 Release, and the remedying of withdrawal provided for in article 3, first paragraph, include companies that have purchased or added to the JT group companies by 1 January 2007, but this release, and the remedying of the recall is expanded to the acquired company or companies only if the total EC market share for such a purchase undertaking or undertakings have not been greater than 2% since 1990. 3.3 except with regard to the obligations arising from this agreement, SPL or JT group companies with this fully and unconditionally released and fully justify the EC and the Member States concerned and the public officers, officials, employees, personnel and dependents from any and all claims and all those JT requirements are hereby revoked. 3.4 EC and participating Member States shall: (a) immediately demands and, if possible, to achieve a final and complete examination of the case on the merits without the right to sue or continue the process in the same case (dismissal with prejudice) and does not include any costs for court proceedings in any jurisdiction which in any way relate to the complaints, as far as they relate to the JT group companies; and (b) in particular, served simultaneously with this, J.T. notice and order for hearing on the merits without the right to sue or continue the process in the same case (dismissal with prejudice) under this Annex No 2 form SPLA, carried out all the Complaints and submit case named authorized representative of the applicant, according to the Fed. R. Civ. P. 41, all other reasonable requested announcements and/or rules on the termination of the proceedings, and without the right to sue or continue the process in the same case where applicable, and without any orders on costs, relevant court or courts where a complaint or any of them is not considered, as far as they relate to the JT group companies. For the avoidance of doubt, the purpose of this part, the court process includes any court proceedings, or things would be considered or not. 3.5 the JT group companies looking for immediately and, if possible, to achieve a final and complete examination of the case on the merits without the right to sue or continue the process in the same case (dismissal with prejudice) and does not include any costs in relation to a serious bottleneck, as far as any court process, launched by the JT group companies, to the extent that this case not already established by the Court of the European communities. 3.6 Any withdrawals of the undertakings, benefits or exemptions, in accordance with this article are clear that affect these requirements or obligations. For the avoidance of doubt, the parties, granting cancellation, benefits or exemptions, acknowledges that the parties benefiting, therefore does not accept and will not be deemed to have acknowledged its obligations in respect of any cancellation, relief or exemption pursuant to this SPL, or truthfulness of any extracts demonstrated that claims raised in any of the requirements or the requirements of the EC JT. 3.7 for the avoidance of doubt and without prejudice to the positions of either party, EC, participating Member States and the JT group companies each bear all its expenses, including, but not limited to, those relating to: (a) the termination of the process, which in any way relates to any complaints submitted up to now, as far as the JT group companies and the EC legal proceedings; and/or (b) any action which in any way relates to any of the complaints, as far as the JT group companies and the EC legal proceedings. 4. contracts and warranties 4.1 EC and the Member States concerned shall agree not to submit any released claims under the SPL against JT group companies in connection with any of the Requirements arising out of, or in any way related to the things or become withdrawn, complied with the EC and the Member States concerned in accordance with this SPL (except law enforcement purposes under the SPL or the terms of the contract of cooperation). 4.2 the JT group companies agree not to submit any released claims under the SPL against EC or any of the participating Member States in connection with any of the requirements of the JT arising from, or in any way related to the things that responded, fulfilled, or reclaimed the JT group companies in accordance with this SPL (except law enforcement purposes under the SPL or the terms of the contract of cooperation). 5. the following regulations and administrative questions, notifications, and designated agents 5.1 the following cooperation agreement are included in this SPL: (a) article 14 (disputes); (b) article 15 (notification); (c) article 17 (powers); (d) article 18 (guarantees); (e) article 19 (costs); (f) article 20 (invalidity); (g) article 21 (number of copies); (h) article 22 (succession); (i) Article 23 (amended); (j) article 24 (complete agreement); (k) article 25 (in addition to the signatories of the Treaty); and (l) article 26 (agreement jurisdiction and enforcement). 6. Applicable Laws 6.1 this agreement, interpretation, and validity of actions, and any claims or disputes, arising out of or related to this regulation and translate New York State in accordance with the law, not through the law of contradiction. 7. Signing and validity 7.1 This SPL comes into effect just before the cooperation agreement entered into force on the date of Signing. 7.2 neither the SPL rules is not intended to assign to a person that is not a participating Member States, the EC and the JT group companies, and no rights or benefits. 7.3 All obligations of this SPL is in accordance with the relevant constitutional provisions, laws, decisions, regulations, rules or other conditions which have the force of law and the impact of the EC and/or participating Member States, and without limitation, nothing here can not be translated as such in any way limits the EC or the powers of the Member States concerned or the insights of their official duties. 7.4 the evidence this SPL is signed it on behalf of the parties and shall take effect from the date indicated on the first page of the SPL. Annex 1 COMMUNICATION and/or termination provisions in the United States District Court for the Eastern District of NEW YORK-----------------------------------------------------------------------------X European Community, acting on their own behalf or on behalf of the Member States, which it has the power to represent the UK, Belgium and the Republic of Finland, the French Republic, the Hellenic Republic, the Federal Republic of Germany, the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands, the Portuguese Republic, and the Kingdom of Spain, an individual, plaintiff,-against-JAPAN tobacco, Inc., JT INTERNATIONAL MANUFACTURING America Inc., JT For DUTY-Free Usa, Inc., JT INTERNATIONAL S.A. JAPAN Tobacco INTERNATIONAL U.S.A., PREMIER Brands, LTD. Respondent.
::: 02-CV-0164::::::::------------------------------------------------------------------------X notice and order a hearing on the merits without the right to sue or continue the process in the same case (dismissal with prejudice) in the present case, the applicants, with the designated legal adviser, with this statement, according to the Fed. R. Civ. P. 41 (a) (1) that all claims submitted to the Court and the case is hereby terminated without the right to sue or continue the process in the same case. Each Party shall bear its own costs, expenses and attorney fees. Date: New York, New York ____ ____ ____ ___ ________, KRUPNICK CAMPBELL Malone, 2007 BUSEL, SLAMS, HANCOCK, LIBERMAN & McKee, P.A. ____ ____ ____ ____ ____ ____ Kevin a. Malone, Esq. Carlos A. Acevedo, Esq. (CA-6427) 100 courthouse Law Plaza 700 Southeast Third Avenue Fort Lauderdale, Florida 33316 954-763-8181 (telephone) 954-763-8292 (telefax) Speiser, Krause, NOLAN & GRANITE the _____ ____ ____ ____ ____ ____ ____ ____ John j. Halloran, Jr., Esq. (JH-2515) (Counsel of Record) Two Grand Central Tower 140 East 45th Street, 34 Floor New York, New York 10017 (212) 661-0011 (phone), (212) 953-6483 (telefax) SACK & SMITH LLC Andrew b. Sack, Esq. KJohn K. Weston, Esq. 114 Old York Road Jenkintown, Pennsylvania 19046 215-925-8200 (phone) 215-925-0508 (telefax) EDWARD f. Farrell, ESQ. Torres de Colon-Torre I Plaza de Colon, 2 of 16 28046, Madrid – SPAIN Plants + 34.91.700.01.72 (phone), + 34.91.431.11.53 (fax) the plaintiff's representatives issued the 2007 order ___ day. _____ _____ _____ _____ _____ __ U.S.D.J. content article cover page statement of the facts in the light of the fact that 1. Definitions and interpretation 2. condition Precedent relating to cooperation agreements 3. mutual termination of contract and warranty 4 5. Further regulations and administrative questions, notifications, and designated agents 6. applicable regulations 7. Signing and validity notifications and/or termination of rules 14 December 2007 JT International S.A. International Holdings BV and J.T. the European Community and the Member States participating in the Cooperation Agreement agreement REGARDING this agreement GALLAHER is made on December 14, 2007, BETWEEN JT International S.A. (JT) and JT International Holding BV (JTH), on their own behalf and on behalf of all and for affiliates of the JTH existing at the date of this agreement and the European Community (the EC) represented by the European Commission (the Commission) and the Member States of the European Union participating in the Cooperation Agreement of the same date (the Participating Member States). In RECITAL (A) whereas the parties have entered into the Cooperation Agreement; (B) shortly prior to the finalisation of the Cooperation Agreement, JTI UK Limited acquired 100% management of the issued share capital of Gallaher; and JT are Holding GmbH acquired 100% of the issued share capital of Austria-Tobacco AG Co KG &; (C) the Cooperation Agreement does not currently impost any legal obligation on Japan tobacco companies in respect of Gallaher; (D) Japan tobacco companies will be reviewing the operations of Gallaher and bringing them into conformity with its own operating standards including those agreed to with the ECU and Participating Member States; (E) the Participating Member States and the ECU recognis that it is in the interests of the effective control and elimination of illegal contraband and others related activity in Europe that, having entered into the Cooperation Agreement, Japan tobacco companies should be given an appropriate opportunity, within the collaborative structure created by the Cooperation Agreement, it is such a review, and undertak implementations that any actions they consider appropriate arising therefrom Gallaher, without being subject to certain claims by the EC and/or Participating Member States, lest such claims, if not disrup undermin, those processes; (F) it is in the interest of the parties that the principles of the Cooperation Agreement should be progressively applied to the Gallaher Gallaher and brands in a way and on a time scale that reflec the specific constraint of Gallaher's business and to establish a comprehensive plan to bring within the scope of Gallaher that agreement upon effective completion of that plan; (G) the parties want to record, therefore, certain arrangements between them addressing Gallaher; THEREFORE the parties have agreed to enter into this agreement as of the of the subject is entered into in connection with the Cooperation Agreement and in the considerations of the mutual covenant and other valuable considerations led herein. 1. DEFINITION AND INTERPRETATION 1.1 In this agreement, the terms defined in the Cooperation Agreement will have the same meaning, unless otherwise is specified. 1.2 In this agreement, the following terms have the following meaning. Gallaher Gallaher Group plc and means for the avoidance of doubt, Austria-Tobacco AG Co KG &. Gallaher affiliates means all affiliates of Gallaher immediately before 18 April 2007 Gallaher brands means the tobacco products sold under the trademarks set out in Schedule 1; Japan tobacco companies means all of the JTH axis subsidiar to at the date of this agreement but, for the avoidance of any doubt, excluding Gallaher and all companies that were Gallaher, insofar as they affiliates might be alleged to be a subsidiar of JTH; Means of the Moratori through a provided for in clause 1 3 of the Period shall be deemed Moratori for the purpose of this agreement to have begun on April 18, 2007, and shall end on 18 April 2009.1.3 Save where the context otherwise requires: (a) a reference to any clause, the sub-clause or annex shall be construed without further designation as a reference to the clause sub-clause or annex it or of this agreement so numbered; (b) clause and annex with headings for convenienc only and shall not be taken into account in the interpretation of this agreement; and (c) a reference to any gender shall include all gender and reference to the singular shall include the plural and vice versa. 2. JAPAN tobacco As Their UNDERTAKING 2.1 Japan tobacco companies GALLAHER hereby undertak to do the following in regards to Gallaher, Section 2.3 below pursuan to: (a) know-your-customer standards apply to the Gallaher are equivalent to Japan tobacco companies ' own know-your-customer standards, which are those agreed to with the EC and Member States Participating in the Cooperation Agreement. (b) review all first and Second Purchaser of the Gallaher brands, together with all third-party manufacturers, distributors, contractors, partners, warehouses and transportation companies involved in the manufacture, sale, distribution, and/or storage of products it is determin Gallaher whethers unlawfully, knowingly or recklessly they contribute it or allow the entry of contraband Gallaher Cigarette of the Brand into the ECU or into the countries listed in Annex 6 of the Cooperation Agreement. (c) Japan tobacco companies shall make commercially reasonable efforts, up to and including termination, to prevent any such further conduct as described in (b) above. (d) renegotiat all contracts with all first Gallaher Purchaser and Contractor to include, inter alia, the termination provision to allow Japan tobacco companies to terminate relationships with any Gallaher's first Purchaser of andlor contractors who knowingly or recklessly allow unlawfully, Gallaher brands to become Contraband Cigarette or used for related illegal activity. (e) implementations that JT's anti money-laundering protocols with respect to Gallaher brand. (f) the determin a legitimat) consumption of Gallaher brands in each Intended market of Retail sale and ensur that Gallaher's supply of its products into the Intended market of each Retail sale is commensurat with such a legitimat consumption. (g) apply Japan tobacco companies ' own operating guidelines or a code of conduct to Gallaher. (h) establish and implementations that an appropriate procedure to review all personnel retained after Gallaher acquisition and whose activities relate to the manufacture, sale, distribution and/or storage of products or the Gallaher, establishment of policies and business practices relating to ensur theret, that they do not knowingly or recklessly unlawfully, cause or contribute to the introduction of products into the contraband channel Gallaher. Japan tobacco companies will take effective and appropriate steps against the employee and/or vis-à-vis the authorities in the event that the employee file to comply with Japan Tobacco's Program. (i) establish whistleblower program within Gallaher equivalent to Japan tobacco companies ' own standards which are those agreed to with the EC and the Member States Participating in the Cooperation Agreement. (j) of the others of which determin operational standards of the Cooperation Agreement it would be appropriate in the light of their understanding and integration of the Gallaher business to apply to the Gallaher business during the Period and to apply Moratori for them. 2.2 Japan tobacco companies to cooperate, undertak hereby to the fulles to be permitted by law, exten with OLAF and the Member States Participating in an investigation into any allegation of past illicit activities of Gallaher Gallaher, the personnel and/or the customers and contractors Gallaher. In the event that, during the Period of Moratori, Japan tobacco companies learn of any of the credibl of Illicium identifiabl activities of Gallaher Gallaher personnels or customers or contractors prior to 18 April 2007, Japan tobacco companies will conduct a thorough and prompt inquiry concerning such activities. Japan tobacco companies will share the results of any such inquiry on a timely basis with OLAF, and OLAF of the informed also appropriate course of action undertaken by Japan tobacco companies to address the situation. 2.3 As soon as reasonably practicabl after 18 April 2007, Japan tobacco companies to do the following undertak in relations to Gallaher: (a) by 18 October 2007, Japan tobacco companies will apply their Operating guidelines or a code of conduct to the Gallaher business; (b) by 18 Apri1 2008, Japan tobacco companies will: (i) review Gallaher's anti money-laundering policies. and (ii) apply Japan tobacco companies ' anti money-laundering policies in their Gallaher; (c) by 18 October 2008, Japan tobacco companies will: (i) review and renegotiat all contracts with Gallaher the first Purchaser and Contractor to determin if they unlawfully, knowingly or recklessly contribute it or allow the entry of contraband Gallaher Cigarette of the Brand into the ECU or into the countries listed in Annex 6 of the Cooperation Agreement; (ii) review and renegotiat all contracts with all Gallaher the first Purchaser and Contractor to include, inter alia, the termination provision to allow Japan tobacco companies to terminate relationships with any Gallaher's first Purchaser and/or contractors who knowingly or recklessly allow unlawfully, Gallaher brands to become Contraband Cigarette or used for related illegal activity; (iii) establish an appropriate procedure and implementations that it review all personnel retained after Gallaher acquisition and whose activities relate to the manufacture, sale, distribution and/or storage of products or the Gallaher, establishment of policies and business practices relating to ensur theret, that they do not knowingly or recklessly unlawfully, cause or contribute to the introduction of products into the contraband channel Gallaher. Japan tobacco companies will take effective and appropriate steps against the employee and/or vis-à-vis the authorities in the event that the employee file to comply with Japan Tobacco's Program. (d) by 18 Apri1 2009, Japan tobacco companies will: (i) establish whistleblower program within Gallaher equivalent to Japan tobacco companies ' own standards which are those agreed to with the EC and the Member States Participating in the Cooperation Agreement; (ii) apply the know-your-customer standards are equivalent to the Gallaher to Japan tobacco companies ' own know-your-customer standards, which are those agreed to with the EC and Member States Participating in the Cooperation Agreement. (iii) a legitimat determin the consumption of Gallaher brands in each Intended market of Retail sale and ensur that Gallaher's supply of its products into the Intended market of each Retail sale is commensurat with such a legitimat consumption; (iv) to the exten the permitted by law, terminate any arrangements with any non-Certified or non-Certified Contractor Customers. 2.4 Japan tobacco companies and OLAF shall meet at least once every six months, to: (i) review and confirm that the undertaking is identified in Section 2.1 are being effectively implemented on the Authority agreed by the timetabl parties, (ii) review and confirm that Japan tobacco companies are complying with the undertaking in Section 2.1 as agreed by the parties, and (iii) to discuss issues of mutual concern. In this respect, Japan tobacco companies and OLAF will take into account Japan tobacco companies ' understanding and integration of the Gallaher business and the constraint is imposed by existing legal obligation on Gallaher. 2.5 the parties agree that the sole sanction for any breach of any of the foregoing provision in clause 2 is that the requirements of the following sub-clause 2.6 cannot become effective (and Gallaher and Gallaher brands cannot become subject to the Cooperation Agreement) until any such breach has been rectified such that all these provision with a satisfied. 2.6 As soon as is reasonably practicabl after 18 April 2009 and subject to the effective completion of all steps by Japan cessary not tobacco companies prepare to bring it into compliance with Gallaher all operational aspects of the Cooperation Agreement, shall be brough to Gallaher within the Cooperation Agreement and all related agreements, and all shall be added to Gallaher brands the list of International Japan tobacco brands , provided that OLAF has certified that Japan tobacco companies have effectively complied with the undertaking set forth in this agreement so that Gallaher is able to comply fully with the terms of the Cooperation Agreement, not to be unreasonably withheld such certifications. 2.7 the benefits to Japan tobacco companies Gallaher Gallaher as it and/or brands in regards to the release and waiver in the Mutual Agreement and Cessation, Termination and set Off in the Cooperation Agreement, shall apply to Japan tobacco companies with respect to it, any remaining Gallaher Gallaher Gallaher entities and brands on the bringing of Gallaher Gallaher brands and/or into the Cooperation Agreement to the exten to except that the ECU has , prior to the Cooperation agreement being extended to Gallaher Gallaher brands, and/or notified Japan tobacco companies of any claim or claims which it and/or one or more Participating Member States intends to bring in respect of and/or any Gallaher Gallaher Brand, in which case the release and waiver in the Mutual Agreement Cessation and Termination and set Off in the Cooperation Agreement shall extend to that claim or to those claims only if the claim is not or the claims not be within one year brough of the Cooperation agreement being so extended. 3. During the Moratori MORATORI of 3.1, the Period of the ECU and the Participating Member States that none of the undertak them will, join, or initiat bring any proceedings against Gallaher Gallaher, or any affiliate, that would be released to the MCA pursuan if Gallaher were a part of the MCA in any court in any jurisdiction which is based on allegation of any direct or indirect involvement in the contraband of tobacco products or other related illegal activity by Gallaher Gallaher or any Affiliate. 3.2 For the avoidance of doubt, and without prejudice to Section 2.7 above, the Forum will cease Moratori at the end of the Period and will be of medium Moratori from further effect thereafter, such that the ECU or the Participating Member States may, after the Period of Moratori, initiat, join or bring any claims, which had been subject to the Moratori, which are then available to any of them. 3.3 the ECU and the Participating Member States, should any undertak that breach the undertaking of them in sub-clause 3.1, none of them will raise oppos or any reasonable defence to any application to any tribunal connected with any proceedings which relate to that breach, or which is otherwise capable of giving relevant relief by Gallaher Gallaher, or any affiliate or any Japan Tobacco Company , for an order from the tribunal that it enforce the undertaking given in sub-clause 3.1, including, but not limited to, dismissing and staying indefinitely any proceedings relating to that breach. 4. Set OFF 4.1 without prejudice to clause 3, or any Gallaher Gallaher should be obliged to pay the affiliate any sum ordered or reasonably incurred as a result of any proceedings of the type described in clause 3.1 brough a within the Period, then of Japan Moratori tobacco companies will be entitled to set off the said sum, together with all reasonable court costs and expense of so doing , against any sum that they How is it any Mays pursuan agreement reached between the parties in regards to the Services of the Gallaher or 7 or 8 of the Co operation agreement and the provision of clause 13.2 et seq. of the Cooperation Agreement will apply to any such set-off. 5. LIMITATIONS PERIOD 5.1 the running of any and all time periods for any purpose of limitations of action or any similar doctrine under any relevant jurisdiction as to any claims for which the Statute of limitations would otherwise end at any time from the date of the start of the 18th of October 2009 the Moratori shall be suspended for the whole of the Period and of the Moratori running of the remainder of any such time period shall continue at the end of that Period of Moratori. 6. OTHER matters 6.1 the following provision of the Cooperation Agreement shall be incorporated into this agreement. (a) clause 14 (Dispute Resolution); (b) clause 15 (notices); (c) clause 17 (Authority); (d) clause 18 (Further assurance); (e) clause 19 (Costa); (f) clause 20 (Invalidity/Severability and Legality); (g) clause 21 (Counterpart); (h) clause 22 (Succession); (i) clause 23 (Modification); (j) clause 24 (entire agreement); (k) clause 25 (Additional Signator); (l) in clause 26 (Consent to Jurisdiction and enforcement); (m) in clause 27 (each time the Law).
Schedule 1 list of Gallaher Brand Country Brand Albania LD, Memphis, Ronson Andorra Corona, Rex, Benson Hedges, Mayfair &, Silk cut Aruba Not applicable Not applicable Belarus Bosnia-Herzegovina LD, Memphis, Ronson Croatia Not applicable Kosovo LD, Memphis, Ronson, Sovereign Macedonia LD, Memphis, Ronson Moldova Sobran, Glamour, LD, Level, Sovereign, Saint George Montenegro LD, Memphis, Ronson Morocco Not applicable Nigeria Dorchester, LD, Ronson Panama Not applicable Russia a dozen you , Glamour, Gold Bond, LD, Level, Memphis, Novos, prima, Ronson, Sobran, Sovereign, Saint George, three kings, the "troika" of Brazil, Meine Sorta Memphis, Ronson, Sobran Benson Hedges, the Switzerland & Meine Sorta, Memphis, Silk cut Syri note applicable Turkey Ronson, Memphis, Glamour, LD, smart, Berkeley, Mayfair, the UAE Sobran, Sobran LD Ukraine City, a dozen, Glamour, Gold Bond, LD, Level, prima, Ronson, Sobran, Sovereign, Saint George, three kings "Troika" of EU Member States, Brand Austria HB, A3, Aroma of Vanilla, Benson Hedges &, Casablanca, Corso, Dames, Falk, flirt, Glamour, Hobby, Johnny, LD, Maverick, Mayfair, Meine Sorta, Memphis, Men, P2p, Ronson, Silk cut, smart, Sobran, Saint George, Trend Belgium Benson Hedges, Dorchester &, Level, Mayfair, Ronson, Silk cut, Sovereign Bulgaria Sobran, LD, Mayfair, Memphis, Republic of Cyprus Ronson Ronson, Benson Hedges, a Berkeley &, La Femme Silk Cut, Mayfair, Sterling, Czech Rep.
Aroma Of Vanilla, Benson Hedges, LD &, Mayfair, Meine Sorta, Memphis, P2p, Ronson, Silk Cut, Smart, Sobran Benson Hedges, The Denmark & LD, Level, Ronson, Silk Cut Estonia Memphis, Silk Cut, Glamour, LD, Leek, Mayfair, Rumba, Silk Cut, Sobran, Saint George, Vermont Finland Benson Hedges, LD & France Benson Hedges, Ronson &, Silk Cut, Mayfair Aroma Of Vanilla, Germany, Benson Hedges, & Lasso, Mayfair, Meine Sorta, P2p, Ronson, Silk Cut Sobran, Greece, Benson Hedges, a Berkeley &, La Femme, Mayfair, Meine Sorta, Memphis, Ronson, Silk cut, Sobran, Sovereign, Benson Hedges, Sterling Hungary & Glamour, LD, Mayfair, Meine Sorta, Memphis, Ronson, Silk cut Schedule 1 (cont.) List of brands and Gallaher Ireland Benson Hedges, Gold Bond &, Silk cut, Mayfair, LD, Italy Aroma of Vanilla, Benson Hedges, Mayfair, & Meine Sorta, Memphis, Silk cut, Benson Hedges & Latvia Glamour, LD, Silk cut, Mayfair, Mayfair, L1 Glamour Ronson, LD, Ronson, Silk cut, Sobran, Saint George Luxembourg Benson Hedges &, Mayfair, Ronson, Silk cut Benson Hedges, a Berkeley & Malta, Mayfair, Ronson, Silk cut Netherlands & Benson Hedges , Silk Cut, Mayfair, Sovereign Poland Benson Hedges, & Brydzow, LD, Level, Mayfair, Memphis, Ronson, Silk Cut, Sovereign, Sterling, Viva Portugal Corona, Palace, Benson Hedges, A Berkeley &, Mayfair, Ronson, Silk Cut, The Sovereign Romania LD, Memphis, Ronson, Smart, Sobran, Sovereign, Saint George, State Line Slovakia Benson Hedges, & Glamour, LD, Meine Sorta, Memphis, Ronson, Smart, Sobran, Silk Cut Slovenia Benson Hedges, Dames, & Hit, LD, Meine Sorta» , Memphis, Ronson, smart, Sobran, Silk cut, built Bisont Bucket Piper, 46, American jeans, Capavan, Corona, El Condal, Kaiser, Goya, Jean, Palace, Real, Record, Rex, V&L, XXX, Benson Hedges, a Berkeley &, Mayfair, Ronson, Silk cut, Sovereign, Sterling Sweden Benson Hedges, Blend &, Commerce, Glenn, Hobson, John Silver, LD, Level, right, Ronson, Silk cut UK Benson Hedges, a Berkeley &, Club, Dickens & grant, Dorchester, LD, Mayfair , Park drive, Senior service, Silk cut, Sobran, Sovereign, Sterling 2007 December 14 JT International Holding BV and JT International S.A., the European Community and the Member States which are parties to the cooperation agreement for the contract this contract is Gallaher in 2007 December 14 Between JT International S.A. (JT) and JT International Holding BV (JTH) in their own name and on behalf of all Branches of the JTH that existed at the time of conclusion of this agreement and the European Community (EC), represented by the European Commission (the Commission) and the Member States of the European Union, which joined the cooperation agreement (the participating Member States). Statement of the facts in the light of the fact that (A) the parties participating in the cooperation agreement; (B) not long before the completion of the co-operation agreement, JTI UK Management Limited purchased a 100% released Gallaher shares; and JT are Holding GmbH acquired 100% of the released Austria-Tobacco Ag Co KG & capital; (C) cooperation agreement currently does not impose any legal obligations on Japan tobacco companies for Gallaher; (D) Japan Tobacco Company Gallaher review activities and take measures to meet the same performance standards, including those for which reached the agreement with the EC and the Member States concerned; (E) EC and participating Member States recognize that it is an effective control, and smuggling and other illegal activities in Europe in the interests of reducing that, after the conclusion of the cooperation agreement with Japan tobacco companies should be given appropriate opportunity, within the framework of the cooperation structure set up by the cooperation agreement, make such a review and to implement any action, it follows that they deemed appropriate, without exposing the Gallaher certain EC and/or participating Member States ' requirements to the following requirements do not hinder, or even reduce the impact of this process; (F) it is in the interest of the parties to the contract of cooperation principles are advanced for Gallaher Gallaher brands and the manner and time frame that reflects the specific commercial restrictions, and Gallaher to create a comprehensive plan to achieve Gallaher activities according to the scope of this agreement after the completion of this plan is effective; (G) the parties therefore wish to record some agreements between them with respect to Gallaher; Therefore the parties have agreed to enter into this agreement as part of the agreements entered into in the context of the cooperation agreement and in the light of mutual agreement and other valuable considerations contained here. 1. Definīcj and interpretation 1.1 in this agreement the terms defined by the cooperation agreement, shall have the same meaning, unless otherwise specified. 1.2 in this agreement, expressions used below shall have the following meanings: Gallaher Gallaher Group plc and the means, to avoid doubt, Austi-AG Co KG & Tobacco; Gallaher Gallaher branches means all branches just before the 18 April 2007; Gallaher brands means tobacco products that are sold under the trade mark set out in Annex 1; Japan Tobacco Company means all JTH subsidiaries on the date of conclusion of the contract, but, for the avoidance of doubt, except Gallaher and all the companies that had Gallaher branches as far as they could be considered JTH subsidiaries; Moratorium means article 3 of the agreement provided for in the first subparagraph; The moratorium period for purposes of this agreement, is believed to have begun in 2007, April 18, and it ends 2009 on April 18. 1.3 except where the context otherwise requires: (a) a reference to any article, or part of the annex of article without further indication, is designed as a reference to this contract, according to the article, the article a numbered part or attachment; (b) article and the names are given in the annex only comforts and they are not taken into account in the interpretation of this agreement; (c) a reference to any gender include every gender and reference to vienskaitl include the plural and vice versa. 2. Japan Tobacco liability against Japan Tobacco Company Gallaher 2.1 with this shall undertake the following activities for Gallaher, in accordance with the following article 2, third paragraph: (a) to apply your customer-know standards, which are equivalent to Japan Gallaher tobacco business know-your own-client standards, as agreed with the EC and the Member States involved in the cooperation agreement; (b) verify all Gallaher brand first and on behalf of buyers with all third-party manufacturers, distributors, contractors, partners, warehouses and trucking companies involved in the production of the products, marketing Gallaher, distribution, and/or storage in order to determine whether they unlawfully, knowingly or without intent or made trafficking participated Gallaher brand Cigarette imports into the EC or the States listed in the annex to the agreement of cooperation 6. (c) Japan tobacco companies will apply commercially reasonable efforts up to and including termination of to prevent any such further steps previously described in (b). (d) repeatedly to negotiate all contracts with all Gallaher the first buyers and contractors, including, inter alia, to include the termination of rules that would allow Japan tobacco companies to stop any association with Gallaher the first pircējēj and/or contractors who illegally, or without the deliberate intention of allowing Gallaher brands become contraband cigarettes, or are used in related illegal activities. (e) implement a JTI anti-money laundering protocols for Gallaher brands. (f) determine the legitimate Gallaher brand consumption each in the retail market and to ensure that their product delivery Gallaher each for the retail market would be appropriate for this legitimate demand. (g) to apply Japan tobacco companies ' own operational guidelines or a code of ethics for Gallaher. (h) create and implement adequate procedures to verify that all personnel retained Gallaher after its acquisition process and activities relating to the manufacture, marketing Gallaher, distributing, and/or storage, or policy and business practices are developed for them, to ensure they are unlawfully, knowingly or without intent does not cause or contribute Gallaher products smuggling channels. Japan tobacco companies take effective and adequate action against the employee and/or in relation to the authorities if the employee does not meet the Japan Tobacco programs. (i) create a news vendor programs with Gallaher, equivalent to Japan tobacco companies ' own standards, as agreed with the EC and the Member States will go tītaj cooperation agreement. (j) to determine which of the other cooperation contract standards would be appropriate, taking into account their context and the integration of Gallaher Gallaher business, apply for the purpose of commercial Moratorium period and apply it. 2.2 Japan Tobacco Companies agree to cooperate to the greatest extent as permitted by law, with OLAF and the Member States concerned, by investigating any allegations, Gallaher Gallaher Gallaher for personnel and/or clients and Contracting past illegal activities. In case the Moratorium period Japan tobacco companies know about any reliable identifiable Gallaher Gallaher for personnel and/or client and contractor illegal activities before 18 April 2007, Japan tobacco companies take full and immediate investigation in relation to the following activities. Japan tobacco companies tap into multiples of any results of such investigations by OLAF, as well as inform OLAF on relevant activities undertaken by Japan tobacco companies to deal with the situation. 2.3 as soon as reasonably possible after April 18, 2007, Japan tobacco companies will undertake the following activities in relation to the business of Gallaher: (a) up to the year 2007 October 18 Japan tobacco companies applied the guidelines or a code of ethics for Gallaher business; (b) to 2008 April 18, Japan tobacco companies Gallaher: (i) examine anti-money laundering policy; and (ii) apply to the Japan Tobacco Company money laundering policy for Gallaher; (c) to 2008 October 18, Japan tobacco companies: (i) consider and negotiate again on all contracts with Gallaher the first buyers and contractors in order to determine whether they unlawfully, knowingly or without intent involved or committed the smuggling of cigarettes into the Gallaher Brand EC or countries listed in the annex to the agreement of cooperation, no 6; (ii) examine and negotiate again on all contracts with Gallaher the first buyers and contractors, to include, inter alia, the termination of rules that would allow Japan tobacco companies to end the obligations of any of Gallaher the first buyers and/or contractors who illegally, or without the deliberate intention of allowed Gallaher brands become contraband cigarettes or used similar illegal activities; (iii) create and implement appropriate procedures to verify all the personnel who kept Gallaher after its acquisition and transactions related to production, marketing of products Gallaher, distributing, and/or storage, or policy and business practices are developed for it, to ensure that they do not legally, knowingly or without intent does not cause or contribute articles into smuggling Gallaher channels. Japan tobacco companies take effective and adequate action against employees and/or in relation to the authorities if the employee does not meet the Japan Tobacco programs. (d) to 2009 April 18, Japan tobacco companies: (i) develop supplier programs Gallaher news equivalent of Japan tobacco companies ' own standards, as agreed with the EC and the Member States involved in the cooperation agreement; (ii) apply to know-your-customer standards for Gallaher, which is equivalent to the Japan tobacco companies know-your-client standards, as agreed with the EC and the Member States involved in the cooperation agreement; (iii) determine the legitimate Gallaher brand consumption each in the retail market and ensure that the delivery of the products in each Gallaher For the retail market to meet this legitimate use; (iv) to the extent permitted by law, terminate any agreement with any non-approved and not approved contractors. 2.4 Japan tobacco companies and OLAF at least once every six months, to (i) verify and confirm that the obligations laid down in article 2 of the first subparagraph, is effective implementation time schedule agreed between the parties, (ii) examined and confirmed that Japan tobacco companies comply with the first paragraph of article 2 obligations, and (iii) discuss issues of mutual interest. In this regard, Japan tobacco companies and OLAF takes account of Japan Tobacco Company Gallaher business understanding and integration and the constraints posed by the existing legal obligations relating to Gallaher. 2.5 the parties agree that the only sanction of any of the above provisions of article 2, is such that the following article 2 of the sixth part cannot come into force (and Gallaher and Gallaher brands may become the subject of a cooperation agreement) until any such violation is corrected so that all these rules are executed. 2.6 as soon as reasonably possible after the 2009 April 18, and if Japan tobacco companies have taken all necessary steps to effectively prepare the Gallaher action compliance with all aspects of the co-operation agreement, Gallaher is included in the cooperation agreement and all related agreements, and all the brands are added to Gallaher International Japan tobacco brand list, provided that OLAF has confirmed that Japan tobacco companies are effectively fulfilled obligations under this agreement, to Gallaher would fully comply with the provisions of the cooperation agreement, such approval not to be unreasonably withheld. 2.7 Japan tobacco company benefits for Gallaher Gallaher brands and/or related to the release and waiver agreement and mutual suspension and termination of the cooperation agreement, Offsetting concern Japan tobacco companies for any remaining Gallaher Gallaher, companies and brands, including Gallaher Gallaher and/or Gallaher brands cooperation agreement, except to the extent that EC, before the extension of the cooperation agreement and/or the Gallaher Gallaher brands , has announced the Japan tobacco companies for any claim or claims that it and/or one or more of the participating Member States shall nominate for Gallaher Gallaher and/or any brand, which in this case, the release and waiver agreement and mutual termination and termination netting, a cooperation agreement is extended to this requirement or requirements only if the claim or cause of action is not brought within one year from the cooperation agreement following the enlargement. 3. the moratorium Moratorium period 3.1 EC and the Member States concerned shall undertake that neither of them will propose, not involved in or does not submit any case against Gallaher Gallaher, or against any affiliate that would be exempt under the SPL if Gallaher was SPL side, any court in any jurisdiction, which is based on allegations of Gallaher Gallaher branch or by any direct or indirect involvement in the smuggling of tobacco products or other related illegal activities. 3.2 for the avoidance of doubt and without prejudice to the abovementioned Article 2, seventh subparagraph, moratorium Moratorium is terminated at the end of the Period, and it has no effect, so that the EC and the Member States concerned after a Moratorium period ends may propose, to engage in or submit to any requirements that have been subject to the moratorium, which is then available for any of them. 3.3 EC and participating Member States undertake that, if any of them violate the first paragraph of article 3 commitments, none of them opposed or propose any reasonable defence against any application in any tribunal in connection with a proceeding relating to the offence, or otherwise unable to provide appropriate assistance for Gallaher Gallaher or any subsidiary or any Japan tobacco company, after the Tribunal's order to execute the first part of article 3 obligations, including, but not limited to, reject or remaining undetermined of any proceedings in respect of this infringement. 4. Including 4.1 without prejudice to article 3, if the Gallaher Gallaher or any affiliate is obligated to pay any amount, which in defined order, or based on an any kind as a result of the proceedings, described in article 3, first paragraph, brought a period of Moratorium, Japan tobacco companies will be entitled to set-off for that amount, together with any reasonable court costs and expenses of carrying them, against any amount they may be owed in accordance with any agreement concluded between the parties or, in the case of Gallaher cooperation agreement article 7 or 8, and 13 cooperative agreements. the second paragraph of article URet.seq. the rules will be applied to any of the following. 5. Limitation periods 5.1 any and all periods of time flow of any activity limitation or any similar doctrine in any jurisdiction in respect of any claims that the limitation period would otherwise expire any time from the start of 2009, the moratorium on 18 October, is terminated on the entire Moratorium Period and remaining in this period of time will continue to flow from the Moratorium period ends. 6. other issues 6.1. this cooperation agreement are included in this agreement: (a) article 14 (disputes); (b) article 15 (notification); (c) article 17 (powers); (d) article 18 (guarantees); (e) article 19 (costs); (f) article 20 (invalidity/separation and the rule of law); (g) article 21 (number of copies); (h) article 22 (succession); (i) Article 23 (amended); (j) article 24 (complete agreement); (k) article 25 (in addition to the signatories of the Treaty); (l) article 26 (agreement jurisdiction and enforcement); (m) article 27 (applicable law). List 1 list of national brand is Gallaher brand Albania LD, Memphis, Ronson Andorra Corona, Rex, Benson Hedges, Mayfair &, Silk cut Aruba not applicable not applicable Belarus Bosnia-Herzegovina LD, Memphis, Ronson Croatia not applicable LD, Kosovo Memphis, Ronson, Sovereign Macedonia LD, Memphis, Ronson Moldova Sobran, Glamour, LD, Level, Sovereign, Saint George Montenegro LD, Memphis, Ronson Morocco Nigeria inapplicable Dorchester, LD, Ronson Panama not applicable a dozen you Russia , Glamour, Gold Bond, LD, Level, Memphis, Novos, prima, Ronson, Sobran, Sovereign, Saint George, three kings, the "troika" of Serbia Meine Sorta, Memphis, Ronson, the Benson Hedges & Switzerland Sobran, Meine Sorta, Memphis, Silk cut Turkey, Syria not applicable Ronson Memphis, Glamour, LD, smart, Berkeley, Mayfair, the U.A.E. Sobran, Sobran LD Ukraine City, a dozen, Glamour, Gold Bond, LD, Level, prima, Ronson, Sobran, Sovereign, Saint George, three kings , The "troika" of EU Member States Austria, HB, A3, a brand of Vanilla Aroma, Benson Hedges &, Casablanca, Corso, Dames, Falk, flirt, Glamour, Hobby, Johnny, LD, Maverick, Mayfair, Meine Sorta, Memphis, Men, P2p, Ronson, Silk cut, smart, Sobran, Saint George, Benson Hedges, Belgium Trend & Dorchester, Level, Mayfair, Ronson, Silk cut, Sovereign Bulgaria Sobran, LD, Mayfair, Memphis, Ronson Ronson the Republic of Cyprus, the Benson Hedges, a Berkeley &, La Femme Silk cut, Mayfair, Czech Rep., Sterling.
Aroma Of Vanilla, Benson Hedges, LD &, Mayfair, Meine Sorta, Memphis, P2p, Ronson, Silk Cut, Smart, The Benson Hedges Sobran Denmark &, LD, Level, Ronson, Silk Cut Estonia Memphis, Silk Cut, Glamour, LD, Leek, Mayfair, Rumba, Silk Cut, Sobran, Saint George, Vermont Finland Benson Hedges, LD France & Benson Hedges, Ronson &, Silk Cut, Mayfair Aroma Of Vanilla, Germany Benson Hedges &, Lasso, Mayfair, Meine Sorta, P2p, Ronson, Silk Cut Sobran, Greece, Benson Hedges, a Berkeley &, La Femme, Mayfair, Meine Sorta, Memphis, Ronson, Silk cut, Sobran, Sovereign, Benson Hedges, Sterling Hungary & Glamour, LD, Mayfair, Meine Sorta, Memphis, Ronson, Silk cut Ireland Benson Hedges, Gold Bond &, Silk cut, Mayfair, LD, list 1 (cont.) Gallaher brands list Italy Aroma of Vanilla, Benson Hedges, Mayfair, & Meine Sorta, Memphis, Silk cut, Benson Hedges Latvia & Glamour, LD, Silk cut, Mayfair, Mayfair, Ronson Lithuania Glamour, LD, Ronson, Silk cut, Sobran, Saint George Benson Hedges & Luxembourg, Mayfair, Ronson, Silk cut Benson Hedges, a Berkeley & Malta, Mayfair, Ronson, Silk cut Netherlands Benson Hedges, Silk cut &, Sovereign, Mayfair Poland Benson Hedges, & Brydzow, LD, Level , Mayfair, Memphis, Ronson, Silk Cut, Sovereign, Sterling, Viva Portugal Corona, Palace, Benson Hedges, A Berkeley &, Mayfair, Ronson, Silk Cut, The Sovereign Romania LD, Memphis, Ronson, Smart, Sobran, Sovereign, Saint George, State Line, Benson Hedges, Glamour Slovakia &, LD, Meine Sorta, Memphis, Ronson, Smart, Sobran, Silk Cut Slovenia Benson Hedges, Dames, & Hit, LD, Meine Sorta, Memphis, Ronson, Smart, Sobran, Silk Cut, Built In Spain, Piper Bisont , 46, American jeans, Capavan, Corona, El Condal, Kaiser, Goya, Jean, Palace, Real, Record, Rex, V&L, XXX, Benson Hedges, a Berkeley &, Mayfair, Ronson, Silk cut, Sovereign, Benson Hedges, Sterling Sweden & Blend, Commerce, Glenn, Hobson, John Silver, LD, Level, right, Ronson, Silk cut United Kingdom Benson Hedges, a Berkeley &, Club, Dickens & grant, Dorchester, LD, Mayfair, Park drive, Senior service, Silk cut, Sobran, Sovereign, Sterling