【正文】 on the signing ereof shall be applied against such part of such minimum oyalty shall in any event be repayable to licensee.（3）periodic statements within _________ days after the initial shipment of the articles overed by this agreement，and promptly on the _________ of each alendar _________ thereafter，licensee shall furnish to licensor omplete and accurate statements certified to be accurate by licensee howing the number，description and gross sales price，itemized deductions rom gross sales price and net sales price of the articles covered by this greement distributed and/or sold by licensee during the preceding alendar _________，together with any returns made during the preceding alendar _________ for this purpose，licensee shall use the statement orm attached hereto，copies of which form may be obtained by licensee rom statements shall be furnished to licensor whether or ot any of the articles have been sold during the preceding calendar _________.（4）royalty payments royalties in excess of the aforementioned minimum royalty shall be due n the _________ day of the _________ following the calendar _________ in which earned，and payment shall acpany the statements urnished as required receipt or acceptance by licensor of any f the statements furnished pursuant to this agreement or of any royalties aid hereunder(or the cashing of any royalty checks paid hereunder)shall ot preclude licensor from questioning the correctness thereof at any ime，and in the event that any inconsistencies or mistakes are discovered n such statements or payments，they shall immediately be rectified and he appropriate payment made by shall be in taxes payable in the licensed territory shall be ayable by （1）nothing in this agreement shall be construed to prevent licensor rom granting any other licenses for the use of the name or from utilizing he name in any manner whatsoever，except that licensor agrees that except s provided herein it will grant no other licenses for the territory to hich this license extends effective during the term of this agreement，or the use of the name in connection with the sale of the articles escribed in paragraph 1.（2）it is agreed that if licensor should convey an offer to licensee o purchase any of the articles listed in paragraph 1，in connection with premium，giveaway or other promotional arrangement，licensee shall have _________ days within which to accept or reject such an the event hat licensee fails to accept such offer within the specified _________ ays，licensor shall have the right to enter into the proposed premium，iveaway or promotional arrangement using the services of another anufacturer，provided，however，that in such event licensee shall have a hree(3)day period within which to meet the best offer of such anufacturer for the production of such articles if the price of such anufacturer is higher than the price offered to licensee by agrees that it shall not，without the prior written consent of icensor，(i)offer the articles as a premium in connection with any other roduct or service，or(ii)sell or distribute the articles in connection ith another product or service which product or service is a willlicensee recognizes the great value of the good will associated with he name，and acknowledges that the name and all rights therein and good ill pertaining thereto belong exclusively to licensor，and that the name as a secondary meaning in the mind of the 39。 prior written notice to time to time after icensee has menced selling the articles and upon licensor39。s programs full and favorable rominence and shall not be under any obligation hatsoever to continue broadcasting any radio or television program or use he name or any person，character，symbol，design or likeness or visual epresentation thereof in any radio or television program.（3）licensee agrees not to offer for sale or advertise or publicize ny of the articles licensed hereunder on radio or television without the rior written approval of licensor，which approval licensor may grant or ithhold in its unfettered （1）licensee agrees that during the term of this license it will iligently and continuously manufacture，distribute and sell the articles overed by this agreement and that it will make and maintain adequate rrangement for the distribution of the articles.（2）licensee shall not，without prior written consent of licensor，ell or distribute such articles to jobbers，wholesalers，distributors，etail stores or merchants whose sales or distribution are or will be made or publicity or promotional tiein purposes，bination sales，premiums，iveaways，or similar methods of merchandising，or whose business methods re questionable.（3）licensee agrees to sell to licensor such quantities of the rticles at as low a rate and on as good terms as licensee sells similar uantities of the articles to the general licensee agrees to keep accurate books of account and records covering ll transactions relating to the license hereby granted，and licensor and ts duly authorized representatives shall have the right at all reasonable ours of the day to an examination of said books of account and records nd of all other documents and materials in the possession or under the ontrol of licensee with respect to the subject matter and terms of this greement，and shall have free and full access thereto for said purposes nd for the purpose of making extracts demand of licensor，icensee shall at its own expense furnish to licensor a detailed statement y an independent certified public accountant showing the number，escription，gross sales price，itemized deductions from gross sales price nd net sale price of the articles covered by this agreement distributed nd/or sold by licensee to the date of licensor39。s rights or licensee39。s rights（1）licensee agrees that it will not during the term of this greement，or thereafter，attack the title or any rights of licensor in nd to the name or attack the validity of this hereby ndemnifies licensee and undertakes to hold it har