Common use of Distributor’s Duties Clause in Contracts

Distributor’s Duties. Distributor’s duties hereunder shall include: (a) promoting and selling the Products to Customers in the Sales Territory through Distributor’s trained field sales representatives; (b) regularly and diligently soliciting Product orders from present and potential Customers within the Sales Territory for use within the Sales Territory; (c) supporting, developing, administering, monitoring and participating in Market Development Programs in accordance with Section 5; (d) consulting with and furnishing information to LifeCell concerning Customers’ requirements and other matters that may affect Product sales in the Sales Territory; (e) not giving any warranties in favor of Customers or proposed Customers beyond those contained in Section 4.9 hereof; (f) being responsible for reporting to LifeCell all information in Distributor’s possession or of which Distributor is aware, upon reasonable request by LifeCell to enable LifeCell to ensure that the Products meet all applicable laws, rules and regulations relating to health, safety, labeling and the like; (g) refraining from any act or practice that (i) reasonably might tend to diminish or inhibit Product sales or in any way adversely reflect upon LifeCell, provided, however, except as limited by subsection (i) below, nothing contained herein shall restrict Distributor from developing or otherwise acquiring rights to or selling (1) synthetic derived graft containment products, or (2) xenograft tissue products, provided, however, that if xenograft tissue products exceed [***]% of Distributor’s sales of graft containment products, Lifecell at its option may change the Agreement to non-exclusive, and if xenograft tissue products exceed [***]% of Distributor’s sales of graft containment products, Lifecell at its option may terminate the Agreement; or (ii) constitutes a violation of applicable law; (h) refraining from promoting, soliciting or otherwise participating in the sale of human derived soft tissue graft containment products that directly compete with the Products, in North America during the Term, and solely if this Agreement is terminated by LifeCell due to a material and intentional breach by Distributor hereof which is not remedied within applicable cure periods for [***] after such termination of this Agreement (and the foregoing shall survive such termination of this Agreement for a period of [***], if applicable); provided, however, that Distributor may develop a human-derived dermal product offering (which may not be commercialized during the Term), subject to Distributor providing LifeCell with written notice upon initiation of human clinical studies and trials to obtain clinical validation of the human-derived dermal product; (i) subsequent to June 30, 2011, refraining from promoting, soliciting or otherwise participating in the sale of human and non-human derived soft tissue graft containment products in the field of wound care treatment, including, without limitation, the care and treatment of acute, surgical, and chronic wounds, such as, by non-limiting example, diabetic foot ulcers, venous leg ulcers, and pressure ulcers, except that Distributor may promote, solicit or otherwise participate in the sale of current or future products based on Distributor’s [***] currently marketed under the name “Biotape” (the “WMT Porcine Platform”) to the hospital market, provided that Distributor will not, and will not permit, authorize, or license any third party to, begin commercial sales of any new products based on the WMT Porcine Platform (i.e. products not sold by Distributor as of the Effective Date) that are specifically indicated for wound care applications to the hospital market prior to the second anniversary of the Effective Date (the “Exclusion Period”). For the avoidance of doubt, the hospital market shall not include the post acute wound care market, including, without limitation, wound care facilities, outpatient facilities, or ambulatory surgical centers. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (j) refraining from changing Product or Processed Tissue labels or containers, repackaging the Products or Processed Tissue, or otherwise presenting or marketing the Products in competition with or as similar substitute items for other products of LifeCell sold in the Sales Territory; (k) furnishing to LifeCell for prior review and approval copies of all proposed Marketing Materials in accordance with Section 9.5 and refraining from or discontinuing the use of any Marketing Materials which in the reasonable opinion of LifeCell are false or misleading or may subject LifeCell to liability; (l) providing to LifeCell Updated Product Forecasts during the Term in accordance with Section 4.8; (m) providing to LifeCell, on or before the fifteenth day of each month, a report of sales of the Products in the immediately preceding month in the United States and, if applicable, on or before the fifteenth day of each month immediately following each Sales Quarter, a report of sales of Products in the immediately preceding Sales Quarter to each country other than the United States in the Sales Territory, with each report listing the total dollar amount of sales and total number of Units. (n) refraining from (i) acting in any manner that could expose LifeCell to any liability beyond such exposure as is inherent in connection with introducing a product, such as the Products, into the market and Sales Territory as is contemplated by this Agreement and (ii) pledging or purporting to pledge LifeCell’s credit; (o) informing LifeCell of any infringements of its patents, trademarks and other proprietary rights known to Distributor and using commercially reasonable efforts to assist LifeCell in the safeguarding of such legal rights at LifeCell’s sole expense; (p) not disputing the right of LifeCell to its trademarks; (q) not marketing the Products (i) for sale, delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance with LifeCell, (ii) for sale inside the Sales Territory if, to Distributor’s knowledge, after reasonable inquiry, the Products are ultimately destined for delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance by LifeCell, or (iii) for sale, delivery or use, inside or outside the Sales Territory, to persons that are not Customers, unless otherwise agreed in writing in advance by LifeCell; (r) not marketing, promoting, soliciting, or, directly or indirectly, knowingly selling the Product or allowing the Product to be sold for use in any application other than orthopedic applications, other than during the period commencing on the Effective Date through June 30, 2011 (the “Wind Down Period”), when Distributor may market and sell the Product for orthopedic applications, on an exclusive basis, and podiatric wound care applications, on a non-exclusive basis; (s) immediately upon expiration of the Wind Down Period, returning to LifeCell all Products intended to be sold for podiatric wound care applications (i.e. unsold [***] Sheet Products and all Micronized Products), for which Distributor shall receive a credit in the amount equal to [***] paid for such products, but not to exceed [***] Distributor’s average monthly unit volume sales of such products over the [***] period immediately preceding the repurchase date, to be applied against future Product purchases; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (t) complying, at its sole expense and prior to any sale of Products in the Sales Territory, with all laws, rules and regulations applicable to the performance of its duties under this Agreement and to the operation of this Agreement, including the filing of all documents and obtaining of all permits, authorizations and the like required by the laws of all the jurisdictions in the Sales Territory, and providing to LifeCell promptly upon LifeCell’s request, reasonable evidence of such compliance; (u) securing and maintaining insurance, including product liability insurance, of at least $3 million in accordance with Section 2.2; (v) paying any and all expenses of and incidental to the distributorship obligations hereunder incurred by the Distributor, including without limitation, costs and expenses associated with Marketing Materials; salaries, commissions and benefits of Distributor’s employees and agents, as applicable; taxes, imposts, charges and assessments levied by any appropriate governmental or jurisdictional authority in connection with the purchase and sale of Products in the Sales Territory; and (w) supporting and participating in Clinical Development Programs in accordance with Section 5.

Distributor’s Duties. Distributor’s duties hereunder shall include: (a) promoting and selling the Products to Customers in the Sales Territory through Distributor’s trained field sales representatives; (b) regularly and diligently soliciting Product orders from present and potential Customers within the Sales Territory for use within the Sales Territory; (c) supporting, developing, administering, monitoring and participating in Market Development Programs in accordance with Section 5; (d) consulting with and furnishing information to LifeCell concerning Customers’ requirements and other matters that may affect Product sales in the Sales Territory; (e) not giving any warranties in favor of Customers or proposed Customers beyond those contained in Section 4.9 hereof;, (f) being responsible for reporting to LifeCell all information in Distributor’s possession or of which Distributor is aware, upon reasonable request by LifeCell to enable LifeCell to ensure that the Products meet all applicable laws, rules and regulations relating to health, safety, labeling and the like; (g) refraining from any act or practice that (i) reasonably might tend to diminish or inhibit Product sales or in any way adversely reflect upon LifeCell, provided, however, except as limited by subsection (i) below, nothing contained herein shall restrict Distributor from developing or otherwise acquiring rights to or selling (1) synthetic derived graft containment productsproducts , or (2) xenograft tissue products, provided, however, that if xenograft tissue products exceed [***]% ] of Distributor’s sales of graft containment products, Lifecell at its option may change the Agreement to non-exclusive, and if xenograft tissue products exceed [***]% ] of Distributor’s sales of graft containment products, Lifecell at its option may terminate the Agreement; or (ii) constitutes a violation of applicable law; (hi) refraining from promoting, soliciting or otherwise participating in the sale of human or non-human derived soft tissue graft containment products that directly compete with the Products, except for synthetic and xenograft containment products, in North America during the Term, Term and solely if this Agreement is terminated by LifeCell due to a material and intentional breach by Distributor hereof which is not remedied within applicable cure periods for [***] one (1) year after such the termination of this Agreement (and the foregoing due to a breach by Distributor. This obligation shall survive such termination of this Agreement for a period of [***]one (1) year, if as applicable); provided, however, that Distributor may develop a human-derived dermal product offering (which may not be commercialized during the Term), subject to Distributor providing LifeCell with written notice upon initiation of human clinical studies and trials to obtain clinical validation of the human-derived dermal product; (i) subsequent to June 30, 2011, refraining from promoting, soliciting or otherwise participating in the sale of human and non-human derived soft tissue graft containment products in the field of wound care treatment, including, without limitation, the care and treatment of acute, surgical, and chronic wounds, such as, by non-limiting example, diabetic foot ulcers, venous leg ulcers, and pressure ulcers, except that Distributor may promote, solicit or otherwise participate in the sale of current or future products based on Distributor’s [***] currently marketed under the name “Biotape” (the “WMT Porcine Platform”) to the hospital market, provided that Distributor will not, and will not permit, authorize, or license any third party to, begin commercial sales of any new products based on the WMT Porcine Platform (i.e. products not sold by Distributor as of the Effective Date) that are specifically indicated for wound care applications to the hospital market prior to the second anniversary of the Effective Date (the “Exclusion Period”). For the avoidance of doubt, the hospital market shall not include the post acute wound care market, including, without limitation, wound care facilities, outpatient facilities, or ambulatory surgical centers. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (j) refraining from changing Product or Processed Tissue labels or containers, repackaging the Products or Processed Tissue, or otherwise presenting or marketing the Products in competition with or as similar substitute items for other products of LifeCell sold in the Sales Territory;; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (k) furnishing to LifeCell for prior review and approval copies of all proposed Marketing Materials in accordance with Section 9.5 and refraining from or discontinuing the use of any Marketing Materials which in the reasonable opinion of LifeCell are false or misleading or may subject LifeCell to liability; (l1) providing to LifeCell Updated Product Forecasts during the Term in accordance with Section 4.8; (m) providing to LifeCell, on or before the fifteenth day of each month, a report of sales of the Products in the immediately preceding month in the United States and, if applicable, on or before the fifteenth day of each month immediately following each Sales Quarter, a report of sales of Products in the immediately preceding Sales Quarter to each country other than the United States in the Sales Territory, with each report listing the total dollar amount of sales and total number of Units. (n) refraining from (i) acting in any manner that could expose LifeCell to any liability beyond such exposure as is inherent in connection with introducing a product, such as the Products, into the market and Sales Territory as is contemplated by this Agreement and (ii) pledging or purporting to pledge LifeCell’s credit; (o) informing LifeCell of any infringements of its patents, trademarks and other proprietary rights known to Distributor and using commercially reasonable efforts to assist LifeCell in the safeguarding of such legal rights at LifeCell’s sole expense; (p) not disputing the right of LifeCell to its trademarks; (q) not marketing the Products (i) for sale, delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance with LifeCell, (ii) for sale inside the Sales Territory if, to Distributor’s knowledge, after reasonable inquiry, the Products are ultimately destined for delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance by LifeCell, or (iii) for sale, delivery or use, inside or outside the Sales Territory, to persons that are not Customers, unless otherwise agreed in writing in advance by LifeCell; (r) not marketing, promoting, soliciting, or, directly or indirectly, knowingly selling the Product or allowing the Product to be sold for use in any application other than orthopedic applications, other than during the period commencing on the Effective Date through June 30, 2011 (the “Wind Down Period”), when Distributor may market and sell the Product for orthopedic applications, on an exclusive basis, and podiatric wound care applications, on a non-exclusive basis; (s) immediately upon expiration of the Wind Down Period, returning to LifeCell all Products intended to be sold for podiatric wound care applications (i.e. unsold [***] Sheet Products and all Micronized Products), for which Distributor shall receive a credit in the amount equal to [***] paid for such products, but not to exceed [***] Distributor’s average monthly unit volume sales of such products over the [***] period immediately preceding the repurchase date, to be applied against future Product purchases; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (t) complying, at its sole expense and prior to any sale of Products in the Sales Territory, with all laws, rules and regulations applicable to the performance of its duties under this Agreement and to the operation of this Agreement, including the filing of all documents and obtaining of all permits, authorizations and the like required by the laws of all the jurisdictions in the Sales Territory, and providing to LifeCell promptly upon LifeCell’s request, reasonable evidence of such compliance; (us) securing and maintaining insurance, including product liability insurance, of at least $3 million in accordance with Section 2.2; (vt) paying any and all expenses of and incidental to the distributorship obligations hereunder incurred by the Distributor, including without limitation, costs and expenses associated with Marketing Materials; salaries, commissions and benefits of Distributor’s employees and agents, as applicable; taxes, imposts, charges and assessments levied by any appropriate governmental or jurisdictional authority in connection with the purchase and sale of Products in the Sales Territory; and (wu) supporting and participating in Clinical Development Programs in accordance with Section 5.

Distributor’s Duties. Distributor’s duties hereunder shall includeThe Distributor shall: (a) promoting Comply with all federal, state and selling local laws, statutes, ordinances and regulations relating to the Products to Customers in sale and distribution of firearms during the Sales Territory through Distributor’s trained field sales representatives;term of this agreement. (b) regularly Employ sufficient adequately trained and diligently soliciting Product orders from present competent personnel who will follow all federal, state and potential Customers within local laws, statutes, ordinances and regulations relating to the Sales Territory for use within sale and distribution of firearms during the Sales Territory;term of this agreement. (c) supporting, developing, administering, monitoring and participating in Market Development Programs in accordance with Section 5;Restrict the sale of firearms to those persons or dealers lawfully authorized to purchase or own firearms. (d) consulting Not knowingly sell Sxxxx & Wesson products to any person or entity who is not complying with the laws and furnishing information regulations relating to LifeCell concerning Customers’ requirements and other matters that may affect Product sales in the Sales Territory;sale or distribution of firearms. (e) not giving any warranties in favor Maintain all required books and records relating to the sale or distribution of Customers or proposed Customers beyond firearms and cooperate with all appropriate law enforcement inquiries relating to those contained in Section 4.9 hereof;books and records. (f) being responsible for reporting Limit the sale of Sxxxx & Wesson firearms to LifeCell all information in Distributor’s possession other Sxxxx & Wesson distributors or to retail dealers who have a federal firearms license and a regular place of which Distributor is aware, upon reasonable request by LifeCell business where products are displayed to enable LifeCell to ensure that the Products meet all applicable laws, rules and regulations relating to health, safety, labeling and the like;retail public. (g) refraining from any act Equip all new Sxxxx & Wesson firearms sold or practice distributed with a locking device provided by Sxxxx & Wesson. Distributor further agrees that (i) reasonably might tend to diminish or inhibit Product sales or in any way adversely reflect upon LifeCell, provided, however, except as limited by subsection (i) below, nothing contained herein shall restrict Distributor from developing or otherwise acquiring rights to or selling (1) synthetic derived graft containment it will provide all applicable Sxxxx & Wesson safety and instruction manuals with new Sxxxx & Wesson products, or (2) xenograft tissue products, provided, however, that if xenograft tissue products exceed [***]% of Distributor’s sales of graft containment products, Lifecell at its option may change the Agreement to non-exclusive, and if xenograft tissue products exceed [***]% of Distributor’s sales of graft containment products, Lifecell at its option may terminate the Agreement; or (ii) constitutes a violation of applicable law;. (h) refraining from promoting, soliciting or otherwise participating in Adhere to the sale sales policies of human derived soft tissue graft containment products that directly compete with the Products, in North America during the Term, and solely if this Agreement is terminated by LifeCell due to a material and intentional breach by Distributor hereof which is not remedied within applicable cure periods for [***] after such termination of this Agreement (and the foregoing shall survive such termination of this Agreement for a period of [***], if applicable); provided, however, that Distributor may develop a human-derived dermal product offering (Sxxxx & Wesson which may not be commercialized during the Term), subject expressed or modified by Sxxxx & Wesson as it deems necessary from time to Distributor providing LifeCell with written notice upon initiation of human clinical studies and trials to obtain clinical validation of the human-derived dermal product;time. (i) subsequent to June 30, 2011, refraining from promoting, soliciting or Assist Sxxxx & Wesson in processing warranty claims and otherwise participating fulfilling its obligations as provided in the sale of human and non-human derived soft tissue graft containment products in the field of wound care treatment, including, without limitation, the care and treatment of acute, surgical, and chronic wounds, such as, by non-limiting example, diabetic foot ulcers, venous leg ulcers, and pressure ulcers, except that Distributor may promote, solicit or otherwise participate in the sale of current or future products based on Distributor’s [***] currently marketed under the name “Biotape” (the “WMT Porcine Platform”) to the hospital market, provided that Distributor will not, and will not permit, authorize, or license any third party to, begin commercial sales of any new products based on the WMT Porcine Platform (i.e. products not sold by Distributor as of the Effective Date) that are specifically indicated for wound care applications to the hospital market prior to the second anniversary of the Effective Date (the “Exclusion Period”). For the avoidance of doubt, the hospital market shall not include the post acute wound care market, including, without limitation, wound care facilities, outpatient facilities, or ambulatory surgical centers. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmentwarranties. (j) refraining from changing Product or Processed Tissue labels or containers, repackaging Maintain the Products or Processed Tissue, or otherwise presenting or marketing financial and competitive capabilities necessary to achieve and support effective distribution of the Products in competition with or as similar substitute items for other products of LifeCell sold in the Sales Territory;Products. (k) furnishing to LifeCell for prior review and approval copies of Pay all proposed Marketing Materials in accordance with Section 9.5 and refraining from or discontinuing the use of any Marketing Materials which in the reasonable opinion of LifeCell are false or misleading or may subject LifeCell to liability;Sxxxx & Wesson invoices promptly when due. (l1) providing to LifeCell Updated Product Forecasts during Provide financial statements (including a balance sheet, profit and loss statement and changes in cash flow) certified by independent certified public accountants, within 60 days after the Term in accordance with Section 4.8;close of each fiscal year. (m) providing to LifeCell, on or before the fifteenth day of each month, Purchase and maintain a report of sales of the Products in the immediately preceding month in the United States and, if applicable, on or before the fifteenth day of each month immediately following each Sales Quarter, a report of sales sufficient inventory of Products in the immediately preceding Sales Quarter to each country other than the United States in the Sales Territoryeffectively support retail dealers' product needs and maintain, with each report listing the total dollar amount of sales at its own expense, suitable storage and total number of Unitswarehouse facilities for this purpose. (n) refraining from (i) acting in any manner that could expose LifeCell to any liability beyond such exposure as is inherent in connection with introducing a product, such as Report the Products, unit and dollar sales of new Sxxxx & Wesson handguns broken into the market following categories: Revolvers, Centerfire Pistols, and .22 Pistols, by state, on a monthly basis no later than 15 days from the end of the calendar month. This information will be supplied on forms supplied by Sxxxx & Wesson unless another format is specifically approved by Sxxxx & Wesson's Vice President of Sales Territory as is contemplated by this Agreement and (ii) pledging or purporting to pledge LifeCell’s credit;Marketing. (o) informing LifeCell of any infringements of its patents, trademarks and Not ship the Products to other proprietary rights known to Distributor and using commercially reasonable efforts to assist LifeCell in the safeguarding of such legal rights at LifeCell’s sole expense;wholesale distributors who are not Sxxxx & Wesson contract distributors. (p) not disputing the right of LifeCell to its trademarks; (q) not marketing the Products (i) for saleProvide sales, delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance with LifeCell, (ii) for sale inside the Sales Territory if, to Distributor’s knowledge, after reasonable inquiry, the Products are ultimately destined for delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance by LifeCell, or (iii) for sale, delivery or use, inside or outside the Sales Territory, to persons that are not Customers, unless otherwise agreed in writing in advance by LifeCell; (r) not marketing, promoting, soliciting, or, directly or indirectly, knowingly selling the Product or allowing the Product to be sold for use in any application other than orthopedic applications, other than during the period commencing on the Effective Date through June 30, 2011 (the “Wind Down Period”), when Distributor service and market reports as Sxxxx & Wesson may market and sell the Product for orthopedic applications, on an exclusive basis, and podiatric wound care applications, on a non-exclusive basis; (s) immediately upon expiration of the Wind Down Period, returning to LifeCell all Products intended to be sold for podiatric wound care applications (i.e. unsold [***] Sheet Products and all Micronized Products), for which Distributor shall receive a credit in the amount equal to [***] paid for such products, but not to exceed [***] Distributor’s average monthly unit volume sales of such products over the [***] period immediately preceding the repurchase date, to be applied against future Product purchases; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmentreasonably request. (t) complying, at its sole expense and prior to any sale of Products in the Sales Territory, with all laws, rules and regulations applicable to the performance of its duties under this Agreement and to the operation of this Agreement, including the filing of all documents and obtaining of all permits, authorizations and the like required by the laws of all the jurisdictions in the Sales Territory, and providing to LifeCell promptly upon LifeCell’s request, reasonable evidence of such compliance; (u) securing and maintaining insurance, including product liability insurance, of at least $3 million in accordance with Section 2.2; (v) paying any and all expenses of and incidental to the distributorship obligations hereunder incurred by the Distributor, including without limitation, costs and expenses associated with Marketing Materials; salaries, commissions and benefits of Distributor’s employees and agents, as applicable; taxes, imposts, charges and assessments levied by any appropriate governmental or jurisdictional authority in connection with the purchase and sale of Products in the Sales Territory; and (w) supporting and participating in Clinical Development Programs in accordance with Section 5.

Distributor’s Duties. Distributor’s duties hereunder shall include: (a) promoting and selling the Products to Customers in the Sales Territory through Distributor’s trained field sales representatives; (b) regularly and diligently soliciting Product orders from present and potential Customers within the Sales Territory for use within the Sales Territory; (c) supporting, developing, administering, monitoring and participating in Market Development Programs in accordance with Section 5; (d) consulting with and furnishing information to LifeCell concerning Customers’ requirements and other matters that may affect Product sales in the Sales Territory; (e) not giving any warranties in favor of Customers or proposed Customers beyond those contained in Section 4.9 hereof; (f) being responsible for reporting to LifeCell all information in Distributor’s possession or of which Distributor is aware, upon reasonable request by LifeCell to enable LifeCell to ensure that the Products meet all applicable laws, rules and regulations relating to health, safety, labeling and the like; (g) refraining from any act or practice that (i) reasonably might tend to diminish or inhibit Product sales or in any way adversely reflect upon LifeCell, provided, however, except as limited by subsection (i) below, nothing contained herein shall restrict Distributor from developing or otherwise acquiring rights to or selling (1) synthetic derived graft containment products, or (2) xenograft tissue products, provided, however, that if xenograft tissue products exceed [***]% of Distributor’s sales of graft containment products, Lifecell at its option may change the Agreement to non-exclusive, and if xenograft tissue products exceed [***]% of Distributor’s sales of graft containment products, Lifecell at its option may terminate the Agreement; or (ii) constitutes a violation of applicable law; (h) refraining from promoting, soliciting or otherwise participating in the sale of human derived soft tissue graft containment products that directly compete with the Products, in North America during the Term, and solely if this Agreement is terminated by LifeCell due to a material and intentional breach by Distributor hereof which is not remedied within applicable cure periods for [***] after such termination of this Agreement (and the foregoing shall survive such termination of this Agreement for a period of [***], if applicable); provided, however, that Distributor may develop a human-derived dermal product offering (which may not be commercialized during the Term), subject to Distributor providing LifeCell with written notice upon initiation of human clinical studies and trials to obtain clinical validation of the human-derived dermal product; (i) subsequent to June 30, 2011, refraining from promoting, soliciting or otherwise participating in the sale of human and non-human derived soft tissue graft containment products in the field of wound care treatment, including, without limitation, the care and treatment of acute, surgical, and chronic wounds, such as, by non-limiting example, diabetic foot ulcers, venous leg ulcers, and pressure ulcers, except that Distributor may promote, solicit or otherwise participate in the sale of current or future products based on Distributor’s [***] currently marketed under the name “Biotape” (the “WMT Porcine Platform”) to the hospital market, provided that Distributor will not, and will not permit, authorize, or license any third party to, begin commercial sales of any new products based on the WMT Porcine Platform (i.e. products not sold by Distributor as of the Effective Date) that are specifically indicated for wound care applications to the hospital market prior to the second anniversary of the Effective Date (the “Exclusion Period”). For the avoidance of doubt, the hospital market shall not include the post acute wound care market, including, without limitation, wound care facilities, outpatient facilities, or ambulatory surgical centers. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (j) refraining from changing Product or Processed Tissue labels or containers, repackaging the Products or Processed Tissue, or otherwise presenting or marketing the Products in competition with or as similar substitute items for other products of LifeCell sold in the Sales Territory; (k) furnishing to LifeCell for prior review and approval copies of all proposed Marketing Materials in accordance with Section 9.5 and refraining from or discontinuing the use of any Marketing Materials which in the reasonable opinion of LifeCell are false or misleading or may subject LifeCell to liability; (l) providing to LifeCell Updated Product Forecasts during the Term in accordance with Section 4.8; (m) providing to LifeCell, on or before the fifteenth day of each month, a report of sales of the Products in the immediately preceding month in the United States and, if applicable, on or before the fifteenth day of each month immediately following each Sales Quarter, a report of sales of Products in the immediately preceding Sales Quarter to each country other than the United States in the Sales Territory, with each report listing the total dollar amount of sales and total number of Units. (n) refraining from (i) acting in any manner that could expose LifeCell to any liability beyond such exposure as is inherent in connection with introducing a product, such as the Products, into the market and Sales Territory as is contemplated by this Agreement and (ii) pledging or purporting to pledge LifeCell’s credit; (o) informing LifeCell of any infringements of its patents, trademarks and other proprietary rights known to Distributor and using commercially reasonable efforts to assist LifeCell in the safeguarding of such legal rights at LifeCell’s sole expense; (p) not disputing the right of LifeCell to its trademarks; (q) not marketing the Products (i) for sale, delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance with LifeCell, (ii) for sale inside the Sales Territory if, to Distributor’s knowledge, after reasonable inquiry, the Products are ultimately destined for delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance by LifeCell, or (iii) for sale, delivery or use, inside or outside the Sales Territory, to persons that are not Customers, unless otherwise agreed in writing in advance by LifeCell; (r) not marketing, promoting, soliciting, or, directly or indirectly, knowingly selling the Product or allowing the Product to be sold for use in any application other than orthopedic applications, other than during the period commencing on the Effective Date through June 30, 2011 (the “Wind Down Period”), when Distributor may market and sell the Product for orthopedic applications, on an exclusive basis, and podiatric wound care applications, on a non-exclusive basis; (s) immediately upon expiration of the Wind Down Period, returning to LifeCell all Products intended to be sold for podiatric wound care applications (i.e. unsold [***] Sheet Products and all Micronized Products), for which Distributor shall receive a credit in the amount equal to [***] paid for such products, but not to exceed [***] Distributor’s average monthly unit volume sales of such products over the [***] period immediately preceding the repurchase date, to be applied against future Product purchases; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (t) complying, at its sole expense and prior to any sale of Products in the Sales Territory, with all laws, rules and regulations applicable to the performance of its duties under this Agreement and to the operation of this Agreement, including the filing of all documents and obtaining of all permits, authorizations and the like required by the laws of all the jurisdictions in the Sales Territory, and providing to LifeCell promptly upon LifeCell’s request, reasonable evidence of such compliance; (u) securing and maintaining insurance, including product liability insurance, of at least $3 million [***] in accordance with Section 2.2; (v) paying any and all expenses of and incidental to the distributorship obligations hereunder incurred by the Distributor, including without limitation, costs and expenses associated with Marketing Materials; salaries, commissions and benefits of Distributor’s employees and agents, as applicable; taxes, imposts, charges and assessments levied by any appropriate governmental or jurisdictional authority in connection with the purchase and sale of Products in the Sales Territory; and (w) supporting and participating in Clinical Development Programs in accordance with Section 5.