In the event this Agreement is terminated for any reason whatsoever (including without cause), the Distributor shall remain liable to pay for all Products delivered to the Distributor prior to the date of termination. The Distributor shall discontinue all marketing activities with regard to the Products from and after the day following the expiration or termination of this Agreement. Any exceptions hereto (i.e. sales of then remaining inventory to customers of the Distributor in the Territory) are subject to the express prior written approval of the Manufacturer, as set forth below.

Upon the termination or expiration of this Agreement, the Manufacturer shall have the right to sell Products to any person or entity, whether or not Distributor has previously sold Products to that person or entity. The Distributor agrees, notwithstanding anything to the contrary in this Agreement, to fulfill any outstanding orders in the Territory, provided Distributor still has inventory of the Products.