Common use of Conversion to Non-Exclusive Distributorship Clause in Contracts

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement Product(s) in the Territory) the Distributor's Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in the Territory, comprise less than [ *** ] of its Net Retail Sales of [ *** ] including the Agreement Product and any Improved Agreement Product(s), [ *** ] within [ *** ] days after receipt of any such notice from Biomatrix, a shortfall of [ *** ] with respect to the Territory for an Agreement Year by [ *** ] Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for the Territory. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within the Territory, the Distributor shall lose its rights hereunder to promote, market, sell and distribute within the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive right to use all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in the Territory.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement Product(sproduct(s) in each of the Territorycountries within any such Region) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in the Territory, a Region comprise less than [ *** ] of its Net Retail Sales of [ *** ,] including the Agreement Product and any Improved Agreement Product(s), [ *** ] within [ Upon conversion of Distributor's rights to a *** ] days after receipt of *Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. non-exclusive distribution arrangement in any such notice from BiomatrixRegion, a shortfall of [ *** ] with respect to the Territory for an Agreement Year by [ *** ] Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for the Territorysuch Region. Biomatrix will give Distributor [ *** ] days notice prior to appointing a third party distributor for such Region. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within the Territorya Region, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within the Territory such Region any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive right to use rights in all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement Product(s) in the Territory) the Distributor's Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in the Territory, comprise less than [ [*** *] of its Net Retail Sales of [ [*** ] *], including the Agreement Product and any Improved Agreement Product(s), [ [*** ] *], within [ [*** *] days after receipt of any such notice from Biomatrix, a shortfall of [ [*** *] with respect to the Territory for an Agreement Year by [ [*** ] *], Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for the Territory. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within the Territory, the Distributor shall lose its rights hereunder to promote, market, sell and distribute within the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive right to use all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in the Territory.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement Product(sproduct(s) in each of the Territorycountries within any such Region) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in the Territory, a Region comprise less than [ [*** *] of its Net Retail Sales of [ [*** ] *], including the Agreement Product and any Improved Agreement Product(s), [ [*** *] within [ [*** ] days after receipt *]. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any such notice from BiomatrixRegion, a shortfall of [ *** ] with respect to the Territory for an Agreement Year by [ *** ] Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for the Territorysuch Region. Biomatrix will give Distributor [***] days notice prior to appointing a third party distributor for such Region. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within the Territorya Region, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within the Territory such Region any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive right to use rights in all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year including and after and including the third *** Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of Distributor exists at such time pursuant to Section 20, (ii) Biomatrix Genzyme has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell any Agreement Products or any Improved Agreement Product(s) in the Territory), the Distributor’s Net Retail Sales of the Agreement Product Products and any Improved Agreement Product(s) in the Territory) the Distributor's Net Retail Sales of the Territory in such Agreement Product and any Improved Agreement Product(s) in the Territory, Year comprise less than [ *** ] of its Net Retail Sales of [ *** ] including the Agreement Product and any Improved Agreement Product(s), [ *** ] within [ , either Genzyme or the Distributor may elect upon *** ] days notice, but in any event not later than *** *** after the end of the applicable Agreement Year, to convert the Distributor’s distribution rights under this Agreement in the Territory from exclusive to non-exclusive; provided, however, that Distributor may cure, within *** after receipt of any such notice from BiomatrixGenzyme, a shortfall of [ *** ] Net Retail Sales with respect to the Territory for an Agreement Year by [ paying to Genzyme within *** ] Biomatrix after such Agreement Year an amount equal to *** *** in such Agreement Year for such Territory; further provided that at Genzyme’s election, Genzyme may refuse to allow such cure if Distributor has taken advantage of such cure provision in each of the two preceding Agreement Years. *** *** *** *** . Upon conversion of Distributor’s rights to a non-exclusive distribution arrangement in the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. Territory, Genzyme shall have the right to distribute the Agreement Product Products and Improved Agreement Product Products and/or engage another distributor for the Territory. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within the Territory, the Distributor shall lose its rights hereunder to promote, market, sell and distribute within the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive right to use all trademarks under which the Distributor launched the Agreement Product Products or any Improved Agreement Product(s) in the Territory.