5.

6 Please describe any additional laws or doctrines (other than the first
sale/exhaustion doctrine) that could limit Herbalifes ability to restrict
unauthorized sale of its products by third parties.

1. The first sale/exhaustion doctrine is only applicable to patents under

Philippine Intellectual Property Law.
The Intellectual Property Code (IPC) does not confer the exclusive
right to restrain, prohibit and prevent any authorized person or
entity from making, using, offering for sale, selling or importing t[he]
product on the owner of a trademark, unlike the owner of a patent.
[Section 71.1]
The Supreme Court has not yet applied this doctrine in a trademark
case.
2. The rights conferred on an owner to prevent the use of its trademark by third
parties without its consent only extend to counterfeit objects or products.
Section 147 of the IPC provides:
SECTION 147. Rights Conferred.
147.1. The owner of a registered mark shall have the exclusive right to
prevent all third parties not having the owner's consent from using in
the course of trade identical or similar signs or containers for goods
or services which are identical or similar to those in respect of which
the trademark is registered where such use would result in a
likelihood of confusion. In case of the use of an identical sign for
identical goods or services, a likelihood of confusion shall be
presumed.
147.2. The exclusive right of the owner of a well-known mark define
in Subsection 123.1(e) which is registered in the Philippines, shall
extend to goods and services which are not similar to those in respect
of which the mark is registered: Provided, That use of that mark in
relation to those goods or services would indicate a connection
between those goods or services and the owner of the registered
mark: Provided further, That the interests of the owner of the
registered mark are likely to be damaged by such use. (n)
3. The unauthorized seller is not privy to any agreement between the
trademark owner and its licensed distributors/resellers.
The unauthorized seller, being a third party to any agreement
restricting and/or limiting the sale of the trademark owners products
(i.e. license agreements, exclusive distributorship agreements), can
invoke that it had no knowledge of the limitations therein and that it
is not bound by any of the contractual provisions in said agreements.
4. The unauthorized reselling of trademarked products does not fall under
trademark infringement, as defined in the IPC.
The IPC defines trademark infringement as:
SECTION 155. Remedies; Infringement. Any person who
shall, without the consent of the owner of the registered mark:
 155.1. Use in commerce any reproduction, counterfeit, copy, or
colorable imitation of a registered mark or the same container
or a dominant feature thereof in connection with the sale,
offering for sale, distribution, advertising of any goods or
services including other preparatory steps necessary to carry
out the sale of any goods or services on or in connection with
which such use is likely to cause confusion, or to cause mistake,
or to deceive; or
155.2. Reproduce, counterfeit, copy or colorably imitate a
registered mark or a dominant feature thereof and apply such
reproduction, counterfeit, copy or colorable imitation to labels,
signs, prints, packages, wrappers, receptacles or
advertisements intended to be used in commerce upon or in
connection with the sale, offering for sale, distribution, or
advertising of goods or services on or in connection with which
such use is likely to cause confusion, or to cause mistake, or to
deceive, shall be liable in a civil action for infringement by the
registrant for the remedies hereinafter set forth: Provided,
That the infringement takes place at the moment any of the
acts stated in Subsection 155.1 or this subsection are
committed regardless of whether there is actual sale of goods
or services using the infringing material. (underscoring
supplied)
o Thus, from the definition above, it can be seen that an
element of infringement is that the trademark or use
thereof is a counterfeit or imitation, which is not the case
here.
5. Unfair competition under the IPC cannot also apply to the resale of
genuine products.
Unfair competition only applies in cases of copying and making
false statements by one who passes off its own goods for those
of another that has an established goodwill, which causes
likelihood of confusion [Section 168]. Moreover, in unfair
competition, fraudulent intent is an essential element.

Not bound by us cases application of US case law [INFRINGEMENT]

Prove fraud, deceit, inducement, and knowledge 1314
Good faith- human relations these are only civil cases