Average Donor Profile; Donor Characteristics Sample Clauses

Average Donor Profile; Donor Characteristics. Donors delivered by MTF in satisfaction of the Minimum Donor Requirement shall conform to the Average Donor Profile calculated on an average basis over all Donors delivered in any calendar year. Osteotech shall have the right on reasonable prior notice to MTF and at Osteotech’s sole expense to have an independent third party reasonably acceptable to MTF audit MTF’s compliance with the foregoing provisions regarding MTF’s achievement of the Average Donor Profile. MTF shall cooperate with such audit and shall provide such third party with such information as it shall request in order to conduct such audit. Osteotech shall be entitled to exercise such audit right no more than once per year Osteotech shall have the right to reject all Tissue from any particular Donor delivered to it pursuant to this _________________________ ***Indicates the omission of confidential material pursuant to the request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential material is being filed separately with the Securities and Exchange Commission. Agreement if Osteotech reasonably believes that: (i) such Tissue fails to comply with the Recovery Standards; or (ii) such Tissue was not obtained or handled in accordance with the Processing Standards; or (iii) if the terms of the applicable consent with respect to the donor of such Tissue restrict the Processing and Distribution of Tissue as contemplated in this Agreement. In the event of any such rejection, Osteotech shall notify MTF as promptly as practicable thereof and provide a written explanation of the reasons. MTF shall use its best efforts to cure such rejection by either: (i) correcting the cause for such rejection so that such Tissue is no longer rejected by Osteotech; or (ii) delivering other Tissue which is not rejected. If such rejection is so cured within 30 days after receipt by MTF of such written explanation, such Tissue shall not be considered in computing any shortfall referred to below in Section 1.1(h); and, if such rejection is not so cured within such 30-day period, such Tissue shall be considered in computing such shortfall until such rejection shall have been cured as described in this Section 1.1(b) or such shortfall shall have been eliminated as described below.
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