Core Viewpoint - A contract dispute arose between a pharmaceutical company in Jilin and a pharmaceutical company in Henan regarding the unauthorized online sale and diversion of a heart medication, leading to a court case to determine the liability for significant penalties [1][2]. Group 1: Contractual Agreement and Breach - In January 2023, a Jilin pharmaceutical company authorized a Henan pharmaceutical company and an individual to sell a heart medication in Henan, with strict terms against unauthorized sales and diversion [1]. - The agreement stipulated that any breach, such as unauthorized online sales or diversion, would incur punitive penalties [1]. - In 2024, the Jilin company discovered that the Henan company and the individual had engaged in unauthorized online sales, leading to a repurchase of 6,531 boxes of the medication at a cost of 423,100 yuan [1]. Group 2: Legal Proceedings and Court Findings - The Henan pharmaceutical company claimed a mere affiliation with the Jilin company and denied direct involvement in the breach, attributing it to two sales personnel they employed [2]. - The court ruled that the contract was valid and enforceable, and that the Henan company and the individual were liable for the breach, regardless of the actions of third-party sales personnel [2][3]. - The court found that the stipulated penalty for breach, calculated as three times the retail price, was excessively punitive and did not align with the actual damages incurred by the Jilin company [3]. Group 3: Final Judgment - The court ultimately ordered the individual to pay a penalty of 403,200 yuan to the Jilin pharmaceutical company, with the Henan company held jointly liable for the payment [4].