Last Updated: May 7, 2026
1. Purpose
This policy sets forth the procedures governing the wind-down of a Practitioner’s participation in the Program following termination, including sell-through rights and inventory disposition. This policy supplements the termination provisions of the Practitioner Wholesale Agreement.
2. Sell-Through Period
2.1 Availability
Company may, in its sole discretion, grant a sell-through period of up to sixty (60) days following termination, during which Practitioner may continue to sell existing inventory through Authorized Sales Channels.
2.2 Conditions
During any sell-through period, Practitioner must continue to comply with:
- Distribution restrictions (Section 6 of the Wholesale Agreement)
- MAP Policy (Exhibit A)
- Regulatory compliance and approved claims requirements (Section 10 of the Wholesale Agreement)
- All other applicable terms of the Wholesale Agreement and Portal Policies
2.3 Sell-Through Not Available
Sell-through is not available when termination results from violations of:
- Distribution restrictions (unauthorized channel sales, marketplace listings, third-party resale)
- Product integrity requirements (alteration, repackaging, relabeling)
- Intellectual property and brand guidelines (trademark misuse, unauthorized materials)
- Regulatory compliance and product claims (unauthorized or prohibited claims)
- Conduct harmful to Company’s brand
In these cases, Practitioner must immediately cease all sales upon termination.
3. Inventory Disposition
3.1 Company Direction
Company may require Practitioner to return or destroy remaining Products. If Company requires return, Company will provide shipping instructions. If Company requires destruction, Practitioner must provide written certification of destruction.
3.2 Default Rule
If Company does not provide disposition instructions within thirty (30) days of termination, Practitioner must destroy all remaining Products and provide Company with written certification of destruction, including:
- Product names and lot numbers destroyed
- Quantities destroyed
- Date of destruction
- Method of destruction
- Signature of Practitioner or authorized representative
3.3 Repurchase Request
Practitioner may request that Company repurchase remaining inventory. Company may accept or decline the request in its sole discretion. If accepted, repurchase terms will be determined by Company and may include deductions for restocking, inspection, and condition.
3.4 Prohibited Disposition
Practitioner must not, without Company’s prior written consent:
- Resell Products through any channel after the sell-through period expires (or immediately, if no sell-through is granted)
- Donate Products to any organization or individual
- Liquidate Products through closeout, discount, or bulk sale channels
- Transfer Products to any third party
- Remove, alter, or obscure Product labels or packaging
4. Post-Termination Obligations
Upon termination (regardless of whether a sell-through period is granted):
- Practitioner Portal access is deactivated
- Practitioner must cease holding itself out as an authorized practitioner
- Practitioner must cease all use of Company Marks within ten (10) business days (see Brand Guidelines Policy)
- All outstanding invoices become immediately due and payable
- Practitioner must comply with the inventory disposition requirements of this policy
5. Survival
Distribution restrictions in the Wholesale Agreement survive termination as to any Products remaining in Practitioner’s possession. Practitioner remains bound by confidentiality, indemnification, and other surviving provisions as set forth in the Wholesale Agreement.