BUYER SHALL BE RESPONSIBLE FOR REPORTING ALL PRICES, DISCOUNTS, AND REBATES TO REIMBURSING AGENCIES TO THE EXTENT REQUIRED BY LAW OR REGULATION, INCLUDING MEDICARE AND MEDICAID, AND OTHER ENTITIES, MAINTAINING RECORDS THEREOF, AND PROVIDING INFORMATION TO REIMBURSING AGENCIES, IN ACCORDANCE WITH ALL APPLICABLE LAWS INCLUDING THE DISCOUNT SAFE HARBOR REGULATIONS. ANY PRICE REDUCTION OR DISCOUNT PROGRAM DESCRIBED IN THIS AGREEMENT IS INTENDED TO BE A DISCOUNT WITHIN THE MEANING OF APPLICABLE FEDERAL AND STATE ANTI-KICKBACK LAWS, INCLUDING, 42 U.S.C. §1320A-7B(B) AND THE DISCOUNT SAFE HARBOR REGULATIONS. BUYER REPRESENTS AND WARRANTS THAT IT WILL SATISFY ANY AND ALL REQUIREMENTS IMPOSED ON BUYERS, INCLUDING WHEN REQUIRED BY LAW, THE REQUIREMENT TO ACCURATELY REPORT, OR MAKE AVAILABLE UPON REQUEST BY A FEDERAL OR STATE HEALTH CARE PROGRAM, THE NET COST ACTUALLY PAID BY BUYER FOR THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT.

2. REPRESENTATION / WARRANTY.

SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. BUYER SHALL LOOK TO THE VENDOR OF PRODUCTS AND THE PROVIDER OF SERVICE (IF OTHER THAN;:SELLER) FOR ANY WARRANTY THEREON, NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS AGREEMENT.

BUYER SHALL "NOT" HOLD SELLER LIABLE FOR ANY DEFECT IN PRODUCTS OR SERVICES, REGARDLESS OF KIND, UNLESS SUCH DEFECT-RESULTS FROM THE WILLFUL DEFAULT OR GROSS NEGLIGENCE OF SELLER. BUYER AGREES TO FILE SOLELY WITH THE VENDOR OF THE PRODUCTS OR THE PROVIDER OF SERVICE (IF OTHER THAN SELLER) ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR POSSESSION OF PRODUCTS OR SERVICES.

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, (INCLUDING LOST PROFITS) FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM ANY UNAVAILABILITY OF, DEFECT IN, OR MISSHIPMENT OF PRODUCTS OR THE PROVISION OF SERVICES, AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

3.GOVERNING LAW; LIMITATIONS:

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT ANY CONSTRUCTION OR INTERPRETATION AGAINST BUYER OR SELLER. BUYER AND SELLER IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF ALL COURTS, WHETHER FEDERAL OR STATE, WITHIN NEVADA, AND AGREES THAT ANY ACTION PERTAINING TO THIS AGREEMENT SHALL BE BROUGHT IN COURT OF NEVADA, IN CONNECTION WITH ANY ACTION TO ENFORCE THE PROVISIONS OF THIS AGREEMENT, TO RECOVER ANY DAMAGES OR TO OBTAIN ANY OTHER RELIEF WITH RESPECT TO ANY MATTER CONNECTED WITH OR ARISING FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING WITHOUT LIMITATION, BREACH OR DEFAULT UNDER THIS AGREEMENT, OR OTHERWISE ARISING UNDER OR BY REASON OF THIS AGREEMENT.