Common use of Distribution Agreements and License Agreements Clause in Contracts

Distribution Agreements and License Agreements. Except as set forth on Schedule 3.19(a), the Existing Distribution Agreements and Existing License Agreements are in full force and effect and except for such correspondence and written communication as may be identified on Schedule 3.19(b), there has been no correspondence or other written communication sent by or on behalf of Assignor or Ortec to, or received by or on behalf of Assignor or Ortec from, any Distribution Party or Licensee, the subject matter of which would reasonably be expected to have a Material Adverse Effect. (a) With respect to the Existing Distribution Agreements and Existing License Agreements: (i) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each such Existing Distribution Agreement and Existing License Agreement, as applicable, is in full force and effect and has not been impaired, waived, altered or modified in any respect, whether by way of any sublicense, consent or otherwise and no licensee has granted a sublicense under any Existing Distribution Agreement or any Existing License Agreement. (ii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Distribution Party or Licensee under each such Existing Distribution Agreement or Existing License Agreement, as applicable, has not been released, in whole or in part, from any of its obligations under such Existing Distribution Agreement or Existing License Agreement. (iii) Neither Ortec nor Assignor has received (A) any notice of any Distribution Party's or any Licensee's intention to terminate such Existing Distribution Agreement or Existing License Agreement, as applicable, in whole or in part or (B) any notice requesting any amendment, alteration or modification of such Existing Distribution Agreement, Existing License Agreement or any sublicense or assignment thereunder. (iv) To the Knowledge of each of Assignor and Ortec, nothing has occurred and no condition exists that would adversely impact the right of either Ortec or Assignor to receive any payments payable under the Existing Distribution Agreement or Existing License Agreement. None of Assignor, Ortec, or to the Knowledge of each of Assignor and Ortec, any Distribution Party or Licensee, as applicable, has taken any action or omitted to take any action, that would adversely impact the right of Assignee to receive the Assigned Interests or the Applicable Percentage of the Net Sales. (v) Other than as set forth on Schedule 3.19(b)(v), all payments required to be made under the terms of each Existing Distribution Agreement and Existing License Agreement have been made. To the Knowledge of each of Assignor and Ortec, no payment required to be made under the terms of any Existing Distribution Agreement or Existing License Agreement, as applicable, has been subject to any claim pursuant to any right of rescission, set-off, counterclaim or defense. The operation of any of the terms of any Existing Distribution Agreement or Existing License Agreement, or the exercise of any rights thereunder, will not render such Existing Distribution Agreement or Existing License Agreement, as applicable, unenforceable, in whole or in part. (vi) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, has not been satisfied in full, discharged, canceled, terminated, subordinated or rescinded, in whole or in part. Such Distribution Agreement or Existing License Agreement, as applicable, is the entire agreement between Ortec party thereto and the Distribution Party or Licensee, as applicable, thereto relating to the subject matter thereof and constitutes the only document, agreement or instrument that relates to the sales of the related Products. (vii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, is the legal, valid and binding obligation of Ortec and the Distribution Party or Licensee, as applicable, thereto, enforceable against Ortec and such Distribution Party or Licensee, as applicable, in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of such Existing Distribution Agreement or Existing License Agreement was and is within the corporate powers of Ortec and, to the Knowledge of each of Assignor and Ortec, the Distribution Party or Licensee, as applicable, thereto. Such Existing Distribution Agreement or Existing License Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Ortec and, to the Knowledge of each of Assignor and Ortec, the Distribution Party or Licensee, as applicable, thereto. There is no breach or default, or event which upon notice or the passage of time, or both, could give rise to any breach or default, in the performance of such Existing Distribution Agreement or Existing License Agreement by Ortec or, to the Knowledge of each of Assignor and Ortec, the Distribution Party or Licensee, as applicable, thereto. (viii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the representations and warranties made in each Existing Distribution Agreement or Existing License Agreement by Assignor were as of the date made true and correct in all material respects.

Distribution Agreements and License Agreements. Except as set forth on Schedule 3.19(a), the The Existing Distribution Agreements and Existing License Agreements are in full force and effect and except for such correspondence and written communication as may be identified on Schedule 3.19(b), there has been no correspondence or other written communication sent by or on behalf of Assignor or Ortec Orthovita to, or received by or on behalf of Assignor or Ortec Orthovita from, any Distribution Party Distributor or Licensee, the subject matter of which would reasonably be expected to have a Material Adverse Effect. (a) With respect to the Existing Distribution Agreements and Existing License Agreements: (i) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each such Existing Distribution Agreement and Existing License Agreement, as applicable, is in full force and effect and has not been impaired, waived, altered or modified in any respect, whether by way of any sublicense, consent or otherwise and no licensee has granted a sublicense under any Existing Distribution Agreement or any Existing License Agreement. (ii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Distribution Party Distributor or Licensee under each such Existing Distribution Agreement or Existing License Agreement, as applicable, has not been released, in whole or in part, from any of its obligations under such Existing Distribution Agreement or Existing License Agreement. (iii) Neither Ortec Orthovita nor Assignor has received (A) any notice of any Distribution PartyDistributor's or any Licensee's intention to terminate such Existing Distribution Agreement or Existing License Agreement, as applicable, in whole or in part or (B) any notice requesting any amendment, alteration or modification of such Existing Distribution Agreement, Existing License Agreement or any sublicense or assignment thereunder. (iv) To the Knowledge of each of Assignor Orthovita and OrtecAssignor, nothing has occurred and no condition exists that would materially and adversely impact the right of either Ortec Orthovita or Assignor to receive any payments payable under [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. the Existing Distribution Agreement or Existing License Agreement. None of Assignor, OrtecOrthovita or, or to the Knowledge of each of Assignor Orthovita and OrtecAssignor, any Distribution Party Distributor or Licensee, as applicable, has taken any action or omitted to take any action, that would materially and adversely impact the right of Assignee to receive the Assigned Interests or the Applicable Percentage of the Net Sales. (v) Other than as set forth on Schedule 3.19(b)(v), all All payments required to be made as of the Closing Date under the terms of each Existing Distribution Agreement and Existing License Agreement have been made. To the Knowledge of each of Assignor Orthovita and OrtecAssignor, no payment required to be made under the terms of any Existing Distribution Agreement or Existing License Agreement, as applicable, has been subject to any claim pursuant to any right of rescission, set-off, counterclaim or defense. The operation of any of the terms of any Existing Distribution Agreement or Existing License Agreement, or the exercise of any rights thereunder, will not render such Existing Distribution Agreement or Existing License Agreement, as applicable, unenforceable, in whole or in part. (vi) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, has not been satisfied in full, discharged, canceled, terminated, subordinated or rescinded, in whole or in part. Such Distribution Agreement or Existing License Agreement, as applicable, is the entire agreement between Ortec party thereto Orthovita and the Distribution Party Distributor or Licensee, as applicable, party thereto relating to the subject matter thereof and constitutes the only document, agreement or instrument between Orthovita and such Distributor or Licensee, as applicable, that relates to the sales of the related Products. (vii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, is the legal, valid and binding obligation of Ortec Orthovita and the Distribution Party Distributor or Licensee, as applicable, party thereto, enforceable against Ortec Orthovita and such Distribution Party Distributor or Licensee, as applicable, in [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of such Existing Distribution Agreement or Existing License Agreement was and is within the corporate powers of Ortec Orthovita and, to the Knowledge of each of Assignor Orthovita and OrtecAssignor, the Distribution Party Distributor or Licensee, as applicable, party thereto. Such Existing Distribution Agreement or Existing License Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Ortec Orthovita and, to the Knowledge of each of Assignor Orthovita and OrtecAssignor, the Distribution Party Distributor or Licensee, as applicable, party thereto. There is no breach or default, or event which upon notice or the passage of time, or both, could give rise to any breach or default, in the performance of such Existing Distribution Agreement or Existing License Agreement by Ortec Orthovita or, to the Knowledge of each of Assignor Orthovita and OrtecAssignor, the Distribution Party Distributor or Licensee, as applicable, party thereto. (viii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the representations and warranties made in each Existing Distribution Agreement or Existing License Agreement by Assignor were as of the date made true and correct in all material respects.

Distribution Agreements and License Agreements. Except as set forth on Schedule 3.19(a), the The Existing Distribution Agreements and Existing License Agreements are in full force and effect and except for such correspondence and written communication as may be identified on Schedule 3.19(b), there has been no correspondence or other written communication sent by or on behalf of Assignor or Ortec Orthovita to, or received by or on behalf of Assignor or Ortec Orthovita from, any Distribution Party Distributor or Licensee, the subject matter of which would reasonably be expected to have a Material Adverse Effect. (a) With respect to the Existing Distribution Agreements and Existing License Agreements:: [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (i) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each such Existing Distribution Agreement and Existing License Agreement, as applicable, is in full force and effect and has not been impaired, waived, altered or modified in any respect, whether by way of any sublicense, consent or otherwise and no licensee has granted a sublicense under any Existing Distribution Agreement or any Existing License Agreement. (ii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Distribution Party Distributor or Licensee under each such Existing Distribution Agreement or Existing License Agreement, as applicable, has not been released, in whole or in part, from any of its obligations under such Existing Distribution Agreement or Existing License Agreement. (iii) Neither Ortec Orthovita nor Assignor has received (A) any notice of any Distribution PartyDistributor's or any Licensee's intention to terminate such Existing Distribution Agreement or Existing License Agreement, as applicable, in whole or in part or (B) any notice requesting any amendment, alteration or modification of such Existing Distribution Agreement, Existing License Agreement or any sublicense or assignment thereunder. (iv) To the Knowledge of each of Assignor Orthovita and OrtecAssignor, nothing has occurred and no condition exists that would materially and adversely impact the right of either Ortec Orthovita or Assignor to receive any payments payable under the Existing Distribution Agreement or Existing License Agreement. None of Assignor, OrtecOrthovita or, or to the Knowledge of each of Assignor Orthovita and OrtecAssignor, any Distribution Party Distributor or Licensee, as applicable, has taken any action or omitted to take any action, that would materially and adversely impact the right of Assignee to receive the Assigned Interests or the Applicable Percentage of the Net Sales. (v) Other than as set forth on Schedule 3.19(b)(v), all All payments required to be made as of the Closing Date under the terms of each Existing Distribution Agreement and Existing License Agreement have been made. To the Knowledge of each Orthovita and [***] We are seeking confidential treatment of Assignor these terms, which have been omitted. The confidential portion has been filed separately with the Securities and OrtecExchange Commission. Assignor, no payment required to be made under the terms of any Existing Distribution Agreement or Existing License Agreement, as applicable, has been subject to any claim pursuant to any right of rescission, set-off, counterclaim or defense. The operation of any of the terms of any Existing Distribution Agreement or Existing License Agreement, or the exercise of any rights thereunder, will not render such Existing Distribution Agreement or Existing License Agreement, as applicable, unenforceable, in whole or in part. (vi) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, has not been satisfied in full, discharged, canceled, terminated, subordinated or rescinded, in whole or in part. Such Distribution Agreement or Existing License Agreement, as applicable, is the entire agreement between Ortec party thereto Orthovita and the Distribution Party Distributor or Licensee, as applicable, party thereto relating to the subject matter thereof and constitutes the only document, agreement or instrument between Orthovita and such Distributor or Licensee, as applicable, that relates to the sales of the related Products. (vii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, is the legal, valid and binding obligation of Ortec Orthovita and the Distribution Party Distributor or Licensee, as applicable, party thereto, enforceable against Ortec Orthovita and such Distribution Party Distributor or Licensee, as applicable, in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of such Existing Distribution Agreement or Existing License Agreement was and is within the corporate powers of Ortec Orthovita and, to the Knowledge of each of Assignor Orthovita and OrtecAssignor, the Distribution Party Distributor or Licensee, as applicable, party thereto. Such Existing Distribution Agreement or Existing License Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Ortec Orthovita and, to the Knowledge of each [***] We are seeking confidential treatment of Assignor these terms, which have been omitted. The confidential portion has been filed separately with the Securities and OrtecExchange Commission. Orthovita and Assignor, the Distribution Party Distributor or Licensee, as applicable, party thereto. There is no breach or default, or event which upon notice or the passage of time, or both, could give rise to any breach or default, in the performance of such Existing Distribution Agreement or Existing License Agreement by Ortec Orthovita or, to the Knowledge of each of Assignor Orthovita and OrtecAssignor, the Distribution Party Distributor or Licensee, as applicable, party thereto. (viii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the representations and warranties made in each Existing Distribution Agreement or Existing License Agreement by Assignor were as of the date made true and correct in all material respects.

Distribution Agreements and License Agreements. Except as set forth on Schedule 3.19(a3.18(a), the Existing existing Distribution Agreements and Existing existing License Agreements are in full force and effect and and, except for such correspondence and written communication as may be are identified on Schedule 3.19(b3.18(b), there has been no correspondence or other written communication sent by or on behalf of Assignor or Ortec Guilford to, or received by or on behalf of Assignor or Ortec Guilford from, any Distribution Party or LicenseeContract Party, the subject matter of which would reasonably be expected to have a Material Adverse Effect. (a) With respect to the Existing existing Distribution Agreements and Existing existing License Agreements: (i) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each such Existing Distribution Agreement and Existing License Agreement, as applicable, Agreement is in full force and effect and has not been impaired, waived, altered or modified in any respect, whether by way of any sublicense, sublicense or consent or otherwise and otherwise. To the Knowledge of either Assignor or Guilford, no licensee has granted a sublicense under any Existing Distribution Agreement or any Existing License Agreement. (ii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Distribution Contract Party or Licensee under each such Existing Distribution Agreement or Existing License Agreement, as applicable, Agreement has not been released, in whole or in part, from any of its obligations under such Existing Distribution Agreement or Existing License Agreement. (iii) Neither Ortec Guilford nor Assignor has received (A) any notice of any Distribution Contract Party's or any Licensee's intention to terminate such Existing Distribution Agreement or Existing License Agreement, as applicable, Agreement in whole or in part or (B) except as set forth on Schedule 3.18(a)(iii), any notice requesting any amendment, alteration or modification of such Existing Distribution Agreement, Existing License Agreement or any sublicense or assignment thereunderthereunder which would be reasonably expected to have a Material Adverse Effect. (iv) To the Knowledge of each of either Assignor and Ortecor Guilford, nothing has occurred and no condition exists that would adversely impact the right of either Ortec Guilford or Assignor to receive any payments payable under the Existing such Distribution Agreement or Existing License Agreement. None Other than as set forth on Schedule 3.18(a)(iv), none of Assignor, OrtecGuilford, or to the Knowledge of each of either Assignor and Ortecor Guilford, any Distribution Contract Party or Licensee, as applicable, has taken any action or omitted to take any action, that would adversely impact the right of Assignee Assignees to receive the Assigned Interests or the Applicable Percentage of the Total Net Sales. (v) Other than as set forth on Schedule 3.19(b)(v3.18(a)(v), all payments required to be made under the terms of each Existing existing Distribution Agreement and Existing existing License Agreement have been made. To the Knowledge of each of either Assignor and Ortecor Guilford, no payment required to be made under the terms of any Existing existing Distribution Agreement or Existing existing License Agreement, as applicable, Agreement has been subject to any claim pursuant to any right of rescission, set-off, counterclaim or defense. The Except for that which, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, the operation of any of the terms of any Existing existing Distribution Agreement or Existing existing License Agreement, or the exercise of any rights thereunder, will not render such Existing Distribution Agreement or Existing License Agreement, as applicable, Agreement unenforceable, in whole or in part. (vi) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, Agreement has not been satisfied in full, discharged, canceled, terminated, subordinated or rescinded, in whole or in part. Such Distribution Agreement or Existing License Agreement, as applicable, Agreement is the entire agreement between Ortec party thereto Guilford and the Distribution Contract Party or Licensee, as applicable, thereto relating to the subject matter thereof and constitutes the only document, agreement or instrument that relates to the sales of the related Productsthereof. (vii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, such Existing Distribution Agreement or Existing License Agreement, as applicable, Agreement is the legal, valid and binding obligation of Ortec each of Guilford and the Distribution Contract Party or Licensee, as applicable, thereto, enforceable against Ortec Guilford and such Distribution Contract Party or Licensee, as applicable, in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of such Existing Distribution Agreement or Existing License Agreement was and is within the corporate powers of Ortec Guilford and, to the Knowledge of each of either Assignor and Ortecor Guilford, the Distribution Contract Party or Licensee, as applicable, thereto. Such Existing Distribution Agreement or Existing License Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Ortec Guilford and, to the Knowledge of each of either Assignor and Ortecor Guilford, the Distribution Contract Party or Licensee, as applicable, thereto. There Except for that which, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, there is no breach or default, or event which upon notice or the passage of time, or both, could give rise to any breach or default, in the performance of such Existing Distribution Agreement or Existing License Agreement by Ortec Guilford or, to the Knowledge of each of either Assignor and Ortecor Guilford, the Distribution Contract Party or Licensee, as applicable, thereto. (viii) Except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the representations and warranties made in each Existing existing Distribution Agreement or Existing existing License Agreement by Assignor Guilford were as of the date made true and correct in all material respects.