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MAP Policy:
To establish reasonable margins for all licensed health care practitioner resellers (“Resellers”) and help the company and its Resellers compete effectively in the market while preserving the practitioner-patient relationship, Synesis Nutrition, Inc. (“Synesis Nutrition”), effective September 1, 2023, has adopted the Unilateral Minimum Advertised Pricing (“MAP”) Policy enclosed with this letter, which is applicable to each Reseller receiving the MAP Policy. It sets a minimum advertised price for all Products covered by the MAP Policy.
As of September 1, 2023, the MAP Policy covers the Products. Orders placed before September 1, 2023 will be honored pursuant to the terms previously agreed upon. Orders placed after September 1, 2023 will be effective only if in compliance with the MAP Policy.
This letter is intended to introduce the terms and conditions of the MAP Policy. All questions or requests for additional information regarding the MAP Policy or submissions of information regarding potential violations of the MAP Policy (which must be in writing) are to be addressed only to the MAP Policy Administrator by fax or email or by mail to: Attn: MAP Policy Administrator.
The MAP Policy Administrator is the only person authorized by Synesis Nutrition to answer questions regarding the MAP Policy.
UNILATERAL MINIMUM ADVERTISED PRICING (MAP) POLICY
This Unilateral Minimum Advertised Price (“MAP”) Policy (the “MAP Policy”) of Synesis Nutrition, Inc. (the “Company”) is effective as of September 1, 2023 and applies to all health care practitioners who purchase the Company’s products for resale.
1. The Company will, from time to time, publish a schedule of Manufacturer’s Suggested Retail Price (“MSRP”). The MSRP may be amended or adjusted by Company at any time in its sole discretion. The initial schedule of MSRPs is included as Exhibit A to this MAP Policy.
2. Scope of MAP Policy.
(a) The MAP Policy applies to all advertisements related to Company products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email, newsletters, direct messages, text and email solicitations, telephone solicitations, Internet or similar electronic media, television, radio, and public signage.
(b) The MAP Policy applies to the advertised price of a product before shipping, handling, or additional charges are levied.
(c) The following are contrary to the MAP Policy and prohibited:
(i) The inclusion in advertising of free or discounted products (whether made by the Company or another manufacturer) with a product covered by the MAP Policy, if such inclusion has the effect of discounting the advertised price of the covered product below the MSRP;
(ii) Discounts and promotions that lower the retail price below the MSRP (e.g. discounts on shipping or other ancillary costs);
(iii) Aggregating the product price and shipping price or other ancillary cost to satisfy the MAP Policy;
(iv) If pricing is displayed, any strike-through or other alteration of the MSRP;
(v) As part of any Internet auction, price displays, reserved bids or other prices below the MSRP; and
(vi) With respect to any Company product, any advertisement by any party that “they have the lowest prices”, that they “will meet or beat any competitors price”, that the price is “too low to show”, that consumers should “call for a price” or phrases of similar import or meaning if the price advertised or listed for the applicable Company product is less than MSRP.
3. The MAP Policy does not establish maximum advertised prices. Company products may be advertised, promoted or offered at any price in excess of the MSRP.
4. The Internet site(s) from which sales must be made under the MAP Policy must be approved by the Company in writing prior to the offering for sale or sale of any Company product. The Company hereby authorizes approved Company products ordered hereunder to be offered for sale at the approved Internet sites solely for resale to individuals with whom the Reseller has an established practitioner-patient relationship. Any new Internet sites or material changes to these websites must be approved in writing by the Company.
5. This MAP Policy applies only to advertised prices and does not apply to the price at which the Company’s products are actually sold or offered for sale to an individual patient within Resellers’ clinic location. Resellers remain free to sell these products at any prices they choose under these circumstances.
6. This MAP Policy is solely within the Company’s discretion and authority acting through the duly authorized managers of the Company. No employee or sales representative of the Company has any authority to discuss, modify or grant exceptions to this MAP Policy. Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this MAP Policy under this paragraph is unauthorized and invalid. All questions about this MAP Policy should be in writing and directed via U.S. Mail to:
MAP Policy Administrator
Synesis Nutrition, Inc.
404 Daly Avenue
Wisconsin Rapids, WI 54494
The MAP Policy Administrator will respond only in writing; no oral communications about this MAP Policy are authorized. The MAP Policy Administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and receiving any communications regarding sanctions imposed under this MAP Policy. Any action taken by the Company under this MAP Policy shall be without liability to the Company.
7. From time to time and in its sole discretion, the Company may offer special promotions on certain products on its website or through other media. In such an event, the Company reserves the right to modify or suspend this MAP Policy in whole or in part. The Company further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion. Such changes shall apply equally to all Resellers.
8. As part of the Company’s monitoring of this MAP Policy, the Company and its representatives or partners may, from time to time, utilize a range of human and computer technologies to monitor the pricing and placement of Company products across the Internet and through other media. This monitoring may include, without limitation, visiting the website(s) of any Reseller and/or tracking compliance with the MAP Policy by any Reseller. Any attempt by a Reseller to redirect, mask, or otherwise interfere with these monitoring efforts or any other enforcement of the MAP Policy will be considered an express violation of the MAP Policy.
9. Failure to abide by this MAP Policy may result in sanctions unilaterally imposed by the Company. The level of sanctions will be determined by the Company in its sole discretion and may include termination of a Reseller’s right to sell the Company’s products if a Reseller is found in violation of the MAP Policy. Resellers are solely responsible for compliance with the MAP Policy and their affiliates’ compliance with the MAP Policy. If any location within a Reseller’s organization violates the MAP Policy, sanctions may be unilaterally imposed upon the entire organization of the Reseller. Additionally, if a Reseller knowingly sells Company products to MAP Policy violators, Reseller may unilaterally have its authorization to purchase and resell Company products revoked.
10. Company need not provide prior notice or issue warnings before taking any action under this MAP Policy.
11. Distributors of the Company’s products shall supply a copy of this MAP Policy to any new or existing Resellers for their records.
12. The terms of this MAP Policy are confidential and should not be disclosed to other parties.
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EXHIBIT A
Product: Phytality 200 mg Proanthocyandin (PAC) Dietary Supplement
MSRP: $55.00
