זי up because I was a Protestant. And then they came for me, and by that time 2 there was no one left to speak up." And so whether you are a manufacturer, a wholesaler, an advertising executive, or a retailer, the next time in your presence someone questions the role of distribution, its functions and its costs, speak up, because remember in speaking up for distribution, you speak up not just for the wholesaler, but for all four members of this great distributive team. Four years ago when I was named to the NWDA Executive Committee, our industry was beset by problems and divisions and these were multiplying and widening. When I was honored by the opportunity to serve as an officer of the NWDA, I told the Executive Committee and the Board of Control that, as much as I appreciated the great honor, I would only accept if I could-as an officerspeak not for one-third of this membership-not two-thirds but three-thirds of the members of this great organization. I have made an honest and determined effort to do just that. I've enjoyed the many opportunities I've had to get to know so many of you better during the year. It has been an experience that Jessie and I shall always cherish. During this four year spread, I have come to know the unselfish efforts that these men put into their Executive Committee work in NWDA. We have worked for harmony where there has been discord. We have worked for unity where there has been division. We have worked for progress where there has been a lag in our efforts to keep wholesaling moving ahead in this era of unprecedented opportunities. This work has been most satisfying to me. It is my sincere hope that these efforts will bear fruit in the years ahead. In leaving this post, 1 pledge to you that we shall continue to nurture the seeds of cooperation and understanding that are necessary for the advancement of this association and our common goals. As Bill Ford said earlier, one of our friends brought back from the wilds of northern Canada that old Eskimo word which we have taken as our toast for this year's administration-the word "Chimo" roughly translated means "Let's be friends." That has been the official toast of our year in office. And so, as I step down, let me make this toast to everyone assembled here for this convention. Not only for the days of this convention but for this year and for the years ahead. . . "Chimo"... Let's be friends. MR. ELLIS: Congratulations, Charlie for your thoughtful remarks. You have created a frame of reference for our entire 91st Annual Meeting, with much for us to put our teeth into. The second stage of our program thrust is next. Surely no more powerful contribution to our discussions could be made than by our next speaker, who is known to many of you as the effective editor of the Harvard Business Review. He has many notable accomplishments behind him, and his brilliant analysis of events on the current business scene are helpful to all of us. Edward Bursk is the distinguished editor of the Harvard Business Review, and has been a member of the Harvard Business School Faculty since 1942. He has been Professor of Business Administration at Harvard since 1953, and is the author of texts and articles in marketing areas. He has been a participant as a consultant in many marketing programs and is a genuine authority in this field. Mr. Bursk, meet the members of NWDA! 900000000 EXHIBIT IX (MBA) CODE OF DISTRIBUTION PRACTICES NATIONAL WHOLESALE DRUGGISTS' ASSOCIATION LEGAL PRINCIPLES FOR INDIVIDUAL COMPLIANCE WITH THE ANTITRUST AND TRADE REGULATION LAWS STATEMENT OF POLICY Free and fair competition is the keystone of the American Economy The National Wholesale Drugs,ts Association is dedicated to the promotion, and encouragement of free and fair competition in the drug in dustry To this end, the NWDA encourages compliance with all Federal and state laws governing distribution policies and practices. The NWDA Code of Distribution Practices is promulgated solely to further these great tives The C.de s designed to discourage and prevent acts or practices which injure, destroy or prevent competition I. MANUFACTURER-DISTRIBUTOR RELATIONS [11] The NWDA wholesaler should comply with all lawful terms and prov.s.ors of agreements with manufacturers, just as the manufacturer sh -4 imply with all terms and conditions of the agreement. 12) Prescription, legetid and ove, the-counter drugs should be sold only in accordance with the manufacturers lawful policies and direc tions 13. New merchandise should be offered only in accordance with the manufacturers release date 14) Breaking of deals always should be deferred until the manufacturer's speched date. (15) Manufacturer's closing dates always should be observed II. PRICE AND SERVICE PRACTICES 21) NWDA wholesalers should at all times comply with Section 2 of the Clayton Antitrust Act, as amended by the Robinson-Patman (R-P) Act, in the estab, shment If pricing prices and pricing schedules, the qucration of prices, the offering of discounts and the offering of allowan ́es. gerv.ors and families to cast mers. 22; The allowance of special discounts to multiple unit retail operations or to large-volume s rgle retad outlets in violation of Federal or state antitrust laws :s a breach of this code 12 3! (ash discounts should be allowed on a non discriminatory basis. It is a breach of this code to allow cash discunts beyond terms of sale. or to permit a customer to arbitrarily deduct a discount, regardless of date of payment, in violation of the Robinson Patman Act 24 Return goods privileges should be extended on a non discrimi natory basi6 (2.5, Promotional allowances, services and facilities must be made available to all competing customers on a proportionally equal basis in accordance with the Robinson Patman Act (54) No NWDA wholesaler shall represent merchandise to be sales men's samples offered at a reduced price when, in fact such merchan dise has not actually been used as a sample by salesmen (5.5) No NWDA wholesaler should allow any man-facturers representative to copy invoices of orders for merchandise presinaly by a wholesaler where such practice may create a fraudulent record of comparative manufacturer wholesaler sales effort VI. UNFAIR BUSINESS PRACTICES the (6.1) No NWDA wholesaler shail directly or indirectly, gve z efe to give, or permit or cause to be given, anything of value to agitis 4 representatives of customers, or prospective customers, with knowledge of their employers or prin pals as an inducement to these agents or employers to purchase from said membror such employers to refrain from dealing with the offeror's comp (6.2) No NWDA wholesaler shall offer gifts. PM's or special pr«. leges if any nature to a manufacturers representative for the purpose of inducing said representative to send turn-over "ders to a particular wholesaler (63) No NWDA wholesaler or employee shall accept gifts, vert cates, moneys or prizes from any source as an incentive to purcha the products of a suppler or otherwise engage in commercial br bars. (6.4) NWDA wholesalers' sales representatives shall not engage in splitting deals or quantity orders. (6.5) No NWDA wholesaler shall know.ngly ence away employees of competitiers under any circumstances having the capacity and h dency or effect of in, ring, destroying or substantially lessening or potential competition Provided however that nothing in this Code shall be construed as prohibiting employees or agents from seeking e obtaining more favorable employment, or as prohibiting the hiring of sach employees in good faith and not for the purposes af injuring de stroying or lessening competition 16.6) No NWDA wholesaler shall defame competitors by la'so'y puting to them dishonorable conduct, inability to purlar crack, questionable credit standing or by other false representations. business methods, selling prices. values credit terms, paltores ne setu (87) No NWDA wholesaler shall induce the breach of exists betw Contracts between competitors and their customers or their N by ary false or deceptive means whatsoever in atrelage with on Lb struct, the performance of any such contractual duties or very ces by any such means with the purpose and effect of unduly hampering r ing of prejudicing competitors in the business WHEREAS, the Nationa, Wholesale Druges's Associati encourage compLance with Federal wid stare trade reguit laws among its members, and WHEREAS, the National Wholesale Druggists Associatica seeks foster fait and ethica' dealing between its member wholesalers at 4 ther suppliers and customers, and WHEREAS, the Board of Contro, of the Natana, Whijesain Orig gista Association has drafted a Cade of Distributiea Practices delg #d to foster these great objectives. NOW, THEREFORE, the Nationa. Wholesale Druggists Assoca 28. in conversion assembled authorizes the distribution of the Not ind Wholesale Druggists Association Code of Distrib Vonn Practices to the members of the Association. Each NWDA member will be extended an opportunity of ven fanly complying with NWDA's Code of Dumbian Practices The NWDA's Code of Distributyin Priences will be sehjeet in an nual review and revision in light of current and try practi99 200 larly with respect to those practices which appear to inolve a substan tial number of vilations of the antitruet und trade regular in lawa Suggestions for rev.ions of the Cde an practices which may be vialative of the law and mandaat ya need for additional Code provisions should be finwended to be pare dent of NWDA Such surations and formation will be safested to the Code of Distribution Cree of the NWDA Bard of Corn A such references will be reviewed by Course! fira detem kur irgality of acts or practices involved and the preparation of any recurs sary proposed Code revs ops or provisions |