Nautilus 2006 Annual Report Download - page 75

update in the future on a quarterly basis the average per unit cost of the Base Cost Products. Any adjustment to the rebate
rate will be confirmed by the parties in writing. If for any reason the parties are unable to agree on any such adjustment the
matter shall be referred to arbitration in accordance with Section 10.4 below.
6
(e) Purchaser and Seller shall each pay one-half of any fees charged and expenses incurred by any accounting firm jointly
engaged to determine the Base Cost or the per unit cost of the Base Cost Products.
6.5 Purchaser and Seller agree that the pricing adjustments provided for in Article 3 of the Supply Agreement shall be suspended until
December 31, 2007,
provided
, that the adjustments provided for in Section 3.5 of the Supply Agreement shall remain in effect.
7. DUE DILIGENCE AND ACCESS TO RECORDS. Commencing on the date of this Agreement and until the earlier of the mutual
execution of the Purchase Agreement or termination of the Option, Purchaser will have reasonable opportunity and access to investigate
the Business and the Assets, including Seller’s books, records, and all relevant financial and operational information regarding the Assets
and Business that Purchaser deems necessary to provide a basis for determining whether it will exercise the Option.
8. CONFIDENTIALITY. The parties acknowledge that Purchaser and Land America Health & Fitness Co., Ltd. entered into a non-
disclosure agreement dated March 16, 2006, and that agreement shall remain in full force and effect and is incorporated herein. The
parties hereby agree that financial information of the Seller is proprietary and that the unauthorized use or disclosure of this information
for any purpose other than as set forth in this Agreement could cause substantial monetary damages to the Seller.
9. PUBLIC STATEMENTS OR RELEASES
. Neither of the parties shall make any public announcement with respect to the existence or
terms of this Agreement or the transactions provided for herein without the prior written approval of the other Party, which shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this Section 8 shall prevent any party from making any
public announcement it considers necessary in order to satisfy its obligations under the law or the rules of any securities exchange or
market, provided such party, to the extent practicable, provides the other parties with an opportunity to review and comment on any
proposed public announcement before it is made.
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.