Common use of New Products Clause in Contracts

New Products. If either Nomaco or RBX (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.

New Products. If either Nomaco or RBX (With the "Developing Party") at any time develops a new product (or an enhancementexception of products listed on Schedule 2.1, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") SMI agrees that prior to manufacturingJanuary 1, 2015, it is restricted from selling, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning distributing or licensing or permitting others to do so for any other Person new products that incorporate any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects powdered absorbable hemostat all as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission further set forth in Section 6(a2.1 within the Territory. After January 1, 2015, SMI agrees to notify CryoLife in writing as and when it develops or obtains regulatory approval for any new products (with the exception of products listed on Schedule 2.1) that incorporate any powdered absorbable surgical hemostat, including the AMP™ technology, and that are more efficacious or commercially advantageous when compared to the Products (each a “New Product”). At CryoLife’s written request, SMI agrees to negotiate exclusively with CryoLife to grant CryoLife exclusive Distribution rights to the New Product within the Territory. If the Parties negotiate diligently and in good faith and are unable to reach agreement within six (6) effective months after CryoLife notifies SMI, this right of first negotiation shall be suspended as to the notified New Product for a period of six (6) months (the date “Open Negotiation Period”) during which time SMI may negotiate with others to Distribute the notified New Product within the Territory upon terms and conditions more favorable to SMI than those last offered by CryoLife. As part of such negotiation the Parties must exchange written proposals about the terms proposed for such transaction. If, during the Open Negotiation Period, SMI receives a bona fide offer of terms with a Third Party that are acceptable to SMI for an agreement that includes Distribution of the New Product Notice; provided(a “Bona Fide Offer”), however, that the parties, each negotiating in good faith SMI shall notify and after taking into consideration any applicable Competitive Practices, agree warrant to CryoLife in writing (an “Offer Notice”) of the receipt of a Bona Fide Offer prior to the termination of the Open Negotiation Period, which notice shall include the specific terms of such Bona Fide Offer. The Offer Notice shall constitute an offer to CryoLife for the Distribution of the New Product on the amount terms set forth in the Offer Notice. CryoLife shall have sixty (60) days from the date of Commission payable on sales receipt of the Offer Notice to accept the terms of the Offer Notice and notify SMI in writing of CryoLife’s acceptance of such New Product offer. If the Bona Fide Offer includes payment to SMI of any equity securities or any other non-cash assets, CryoLife may substitute for such cash or other non-cash assets, shares of CryoLife’s capital stock or other assets of CryoLife with an equal fair market value. If CryoLife fails to deliver notice of its acceptance of the offer set forth in the Offer Notice, SMI shall be free to consummate the Bona Fide Offer with the Third Party who proposed the Bona Fide Offer within sixty (60) days after the non-Developing Party's receipt expiration of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within CryoLife’s sixty (60) days after the non-Developing Party's receipt of the New Product Noticeday first refusal right contained in this section. If SMI fails to consummate the non-Developing Party makes Bona Fide Offer within such election or if the parties fail sixty (60) day period, SMI shall be prohibited from consummating such transaction and shall be required to agree on the amount of Commission payable on sales of such New Product prior negotiate with CryoLife as to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect Distribution rights related to such New Product, effective as . The limitations contained in this section are in addition to the limitations contained in Section 2.1(iv) and the last two sentences of the date on which such New Product becomes a "Product" covered by this AgreementSection 2.1.

New Products. If either Nomaco or RBX (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) * effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period")* . Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period* , then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.

New Products. If either Nomaco The Parties acknowledge that this Agreement contemplates the production and marketing of certain types of DG, meeting certain specifications, generally intended for use as animal feed products. Nonetheless, it is the intent of the Parties that the following provisions shall apply if Producer desires to produce new products derived from DG or RBX any component thereof (including without limitation fats, carbohydrates or protein) that are created or developed during the term of this Agreement, whether or not intended for use as animal feed products (collectively, “New Products”): 12.1 Producer shall provide Cargill with ninety (90) days’ prior written notice of its intent to produce New Products (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "“New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such ”). The New Product (Notice shall contain detailed information about the New Products, including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become without limitation a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date detailed description of the New Product Notice; providedProducts, howeverintended markets, that and anticipated volume; 12.2 If Cargill contracted to sell any of Producer’s DG to third parties at the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount time of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (“Contracted Volume”), then Producer shall pay Cargill the "Commission Determination Period"). Notwithstanding difference if any between (a) the foregoingprice that Cargill pays to replace the Contracted Volume, and (b) the non-Developing Party may elect not price that Cargill would have paid Producer for such Contracted Volume under this Agreement; 12.3 With respect to include New Products that are substantially similar to DG in terms of their characteristics and intended end use, Producer agrees to engage Cargill to distribute and market, and Cargill agrees to distribute and market, 100% of Producer’s production of such New Product Products produced at the Facility, on terms and conditions identical to the terms and conditions set forth in this Agreement, with amendments as a "Product" covered by this Agreement by notifying necessary to provide the Developing Party in writing specifications and anticipated volumes applicable to such New Products; and 12.4 With respect to New Products that are not substantially similar to DG, within sixty (60) days after the non-Developing Party's of its receipt of the New Product Notice, Cargill shall notify Producer in writing as to whether Cargill desires to distribute and market such New Products. If the non-Developing Party makes Cargill so determines to distribute and market such election or if the parties fail New Products, then (a) Cargill shall use commercially reasonable efforts to agree on the amount of Commission payable on sales aid Producer in its development of such New Product prior Products; (b) Producer and Cargill shall in good faith negotiate amendments to the expiration of the Commission Determination Period, then this Agreement to accommodate such New Product Products; and (c) Cargill shall not become have a "Product" covered by this Agreement and the Developing Party shall be entitled right of first refusal to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, market such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this AgreementProducts.

New Products. If either Nomaco or RBX (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) * effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period")* . Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, * then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.

New Products. If either Nomaco In the event that (i) Imation or RBX any of its Subsidiaries intends to sell a Removable Recording Media Product under a TDK Trademark that is not in a TDK Product Category (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "“New Product"”), and (ii) it is commercially reasonable for TDK to supply the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing for the avoidance of doubt, as of the Effective Date, it would not be commercially reasonable for TDK to supply flash drives and cards, DVD discs, and HD DVD discs, although any other Person any intellectual property rights thereinof these may change over time depending on the future direction of TDK), or distributing or selling any raw materials then TDK will have the exclusive right of first negotiation and refusal to any Person whom supply the Developing Party has reason New Product as follows: Imation will in good faith and promptly notify TDK in writing of its intention to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement provide TDK with any draft specifications for the New Product and consult with TDK with respect to the intended market and specifications (the “New Product Specifications”) for the New Product and with respect to other Person matters relating to any of its commercialization. Once Imation has completed the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by Specifications, Imation will deliver them to TDK, and (i) TDK will have the terms exclusive right to elect whether to supply the New Product to Imation and conditions of this Agreement will exercise such right as promptly as commercially reasonable but not later than thirty (other than the amount of Commission set forth in Section 6(a)30) effective as of the date days after TDK’s receipt of the New Product NoticeSpecifications; provided(ii) starting upon TDK’s receipt of the New Product Specifications, however, that the parties, each negotiating parties then will negotiate in good faith and after taking into consideration any applicable Competitive Practicesexclusively a price for the New Product that is competitive; and (iii) TDK will provide a commercialization schedule that is competitive. If TDK elects not to supply the New Product, the parties in good faith are unable to agree in writing on such price for the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of date on which TDK received the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect Specifications or TDK does not to include such New Product as provide a "Product" covered by this Agreement by notifying the Developing Party in writing commercialization schedule that is competitive within sixty (60) days after the non-Developing Party's receipt of date on which TDK received the New Product NoticeSpecifications, then Imation may make other arrangements for supply of such New Products. If Otherwise, the non-Developing Party makes New Product will become subject to the supply and purchase commitments set forth in Article 2. Nothing in this Section 3.3 will prevent either party from entering into a written joint development agreement with a third party to develop a new product, and Imation shall not be required to buy a New Product from TDK if (i) joint development of the specific New Product under such election or if agreement requires at least a twelve (12)-month period prior to commercial launch and (ii) either (x) Imation manufactures the parties fail to agree on New Product itself and does not outsource the amount of Commission payable on sales manufacture of such New Product prior to any third party or (y) Imation is required under the joint development agreement to have the New Product manufactured by the other party to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreementjoint development agreement.

New Products. (a) If either Nomaco GBI or RBX (the "Developing Party") at any time ATS develops a new product New Product (excluding a Joint Invention) during the term of this Agreement, GBI or an enhancementATS, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party Party in writing (the a "New Product Development Notice") prior to manufacturingpromptly after GBI or ATS, marketingas applicable, distributing, selling or otherwise commercializing estimates the date that such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials will be available for commercial sale in the manufacture of such Territory, and (i) if GBI develops a New Product, ATS will have the right for a period of ninety (90) days after the date ATS receives the New Product Development Notice to negotiate distribution rights, transfer pricing, and other terms and conditions applicable to such New Product on terms that are substantially consistent with this Agreement and (ii) if ATS develops a New Product, GBI will have the right for a period of ninety (90) days after GBI receives the New Product Development Notice to negotiate manufacturing rights and other terms and conditions applicable to such New Product on terms that are substantially consistent with this Agreement. During such 90-day period, GBI or entering ATS, as applicable, will not enter into any letter of intent, contract or an agreement with any other Person relating to party for the distribution or manufacture, as applicable, of such product in the Territory and neither GBI or ATS, as applicable, nor any officer, director, employee or representative of the foregoing. Except GBI or ATS, as applicable, shall solicit or conduct any discussions or negotiations with, or provide information to, any third party with respect to the extent grant by GBI of distribution rights or by ATS of manufacturing rights for the nonNew Products, or the grant by GBI or ATS, as applicable, of license or sublicense rights to use, make or sell the Product. GBI or ATS, as applicable, will promptly communicate the terms of any proposal or inquiry it receives from any third party, or attempts to initiate such discussions or negotiations by any third party with respect to such a transaction. (b) If during such 90-Developing day period, GBI and ATS are unable to agree upon mutually acceptable terms and conditions for the distribution or manufacture of New Products, and such time period has not been extended by mutual written agreement, the notifying Party otherwise elects shall have no further obligation to the other under this Section 8.5 and such notifying Party may then at any time thereafter and from time to time, grant distribution or manufacturing rights, as provided belowapplicable, to such New Product shall to any one or more third parties on such terms as may then automatically become a "Product" covered by be acceptable to the terms and conditions of this Agreement notifying Party. (other than the amount of Commission set forth in Section 6(a)c) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such each New Product as (excluding a "Product" covered Joint Invention) that is developed by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election GBI or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product ATS shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If require that a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant Development Notice be provided to the non-Developing other Party such licenses and other rights, if any, as may be necessary for with the non-Developing Party to perform its obligations under rights of first negotiation contained in this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this AgreementSection 8.5.

New Products. If either Nomaco or RBX (the "Developing Party"a) at Upon establishing its need for any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party RJRT shall notify the other party determine in writing good faith (the "New Product Notice"i) prior to manufacturing, marketing, distributing, selling or otherwise commercializing whether such New Product is within Supplier's then-existing manufacturing capacity and capability and (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture ii) whether Supplier's pricing of such New ProductProducts is competitive taking into account, among other things, such factors as the pricing of current Products manufactured by Supplier. (b) New Products that (i) are determined by RJRT to be within Supplier's then-existing manufacturing capacity and capability and (ii) for which Supplier's pricing is determined by RJRT to be competitive pursuant to Section 2.21(a) above shall be Included Products ("Included New Products"). (c) New Products that (i) are determined by RJRT not to be within Supplier's then-existing manufacturing capacity and capability or entering into any letter of intent, contract or agreement with any other Person relating (ii) for which Supplier's pricing is determined by RJRT not to any of the foregoing. Except be competitive pursuant to Section 2.21(a) above shall be Excluded Products ("Excluded New Products") and give rise to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions Supplier's right of this Agreement (other than the amount of Commission negotiation set forth in Section 6(a)2.21(d) effective as below. (d) Notwithstanding anything herein to the contrary, RJRT may at any time solicit proposals from any third party for the supply of Excluded New Products. Within 30 days of receiving notice from RJRT that it is soliciting proposals for the date supply of the an Excluded New Product, Supplier may submit a proposal containing terms (including, without limitation, pricing) under which Supplier proposes to supply such Excluded New Product Notice; to RJRT. The conditions, other than the timing, for submission of a proposal by Supplier will be no less favorable than the conditions, other than timing, imposed on third parties submitting proposals for such Excluded New Product. If Supplier submits a proposal to supply an Excluded New Product, the Parties will negotiate in good faith to reach an agreement with respect to the supply of such Excluded New Product by Supplier, provided, however, that in no event shall RJRT be required to accept any terms from Supplier with respect to the partiessupply of an Excluded New Product. Notwithstanding anything herein to the contrary, each negotiating in good faith Supplier shall have the right, but not the obligation, to agree to supply the Excluded New Products to RJRT on terms and after taking into consideration any applicable Competitive Practices, agree in writing on conditions that are at least as favorable to RJRT as the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt terms of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as best proposal received by RJRT from a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Noticethird party. If the non-Developing Party makes such election or if the parties fail to RJRT and Supplier agree on the amount of Commission payable on sales of such New Product prior to the expiration supply of the Commission Determination Periodan Excluded New Product, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this SectionSection 2.21(d), the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such Excluded New Product becomes a "Product" covered by will be deemed to be an Included Product for purposes of this Agreement, immediately upon the effectiveness of such agreement.

New Products. If either Nomaco (a) Pfizer shall use commercially reasonably ------------- efforts to cause the Conveyed Companies or RBX (Asset Selling Corporations after the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition date hereof to an existing product) which is competitive with (or which replaces) any incur and/or contract to incur in the aggregate not less than 90% of the Products capital expenditure amounts set forth in or Schedule 7.19(a) hereto with ---------------- respect to the launch of the Intuition project, and not less than 75% of the capital expenditure amounts set forth in Schedule 7.19(a) hereto with respect to ---------------- the launch of the H3 project for the Market but which periods set forth in such Schedule. To the extent the Asset Selling Corporations and Conveyed Companies do not incur the amounts set forth in the forgoing sentence with respect to the period between the date hereof and the Closing (measured on a pro-rata basis if the Closing shall occur on a date other than the last day of a month) unless the requirement to incur such capital expenditure is not initially included within the meaning of waived by Purchaser ("Products" as used herein (as applicable, the "New ProductRequired Capital Expenditure"), Pfizer shall pay to Purchaser such amount as is equal to the Developing Party excess of the Required Capital Expenditure and the actual capital expenditure for such period. During the year ended December 31, 2002, the Conveyed Companies and the Asset Selling Corporations incurred not less than $29,000,000 of capital expenditures in the aggregate with respect to projects set forth in Schedule 7.19(a). ---------------- (b) Pfizer shall notify cause the other party Asset Selling Corporations and/or the Conveyed Companies to incur or commit to incur media slot purchases in writing (connection with the launch of the "New Product Notice"Intuition" project in amounts not less than 100% of the amounts set forth on Schedule 7.19(b) prior for the periods set forth on such ----------------- Schedule. (c) Pfizer shall, at Closing, transfer to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any Purchaser all of its rights under confidentiality agreements entered into with other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person parties relating to any of the foregoing. Except Business or the New Products and, to the extent any of such confidentiality agreements are not transferable to Purchaser, Pfizer shall take such actions, at Purchaser's expense, as Purchaser may reasonably request to enforce the non-Developing Party obligations of confidentiality under such agreements. (d) Pfizer shall cause the Asset Selling Corporations and/or the Conveyed Companies to incur or commit to build inventory in connection with the launch of the "Intuition" project in a commercially reasonable manner for the periods set forth on Schedule 7.19(d). ----------------- (e) Nothing contained in this Section or otherwise elects as provided below, such New Product shall then automatically become be deemed a "Product" covered representation of the performance level that will be attained in the future by the terms and conditions of this Agreement ("Intuition" project or other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreementnew projects.

New Products. If either Nomaco or RBX (a) Subject to paragraph (b) below, new products shall be added to Schedule A of this Agreement, after the "Developing Party"parties have negotiated in good faith and have agreed on: (i) at any time develops a the projected amount of product purchases in accordance with section 2.04 herein, (ii) the Specifications of such new product is to be included in Schedule D, and (iii) the date the new product is to be included in Schedule A. (b) If Valley Forge develops or an enhancementacquires rights to any new product indicated for use in the Field, changethen prior to offering such new product to a third party, improvement or addition Valley Forge shall offer CODMAN the right of first refusal to an existing product) which is competitive with market the new product in the Field by giving CODMAN written notice (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior of the product specifications, intended use, projected availability and estimated cost, after which CODMAN shall have 90 days to manufacturing, marketing, distributing, selling or otherwise commercializing inform Valley Forge in writing of its decision to market such New Product (including by assigning or licensing to any other Person any intellectual property rights therein)under the terms proposed, or distributing or selling any raw materials such other terms as agreed to any Person whom by CODMAN and Valley Forge in writing during such 90 day period. During the Developing Party has reason 90 day period, Valley Forge shall provide to know intends CODMAN all information it reasonably requires regarding the new product, subject to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the confidentiality and non-Developing Party otherwise elects as provided belowdisclosure provisions in this Agreement, such New Product and shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating negotiate in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on with CODMAN. In the amount event CODMAN gives written notice to Valley Forge of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect its decision not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing exercise its right of first re al, or fails to give written notice to Valley Forge of its decision to exercise its right of first refusal within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Periodsaid 90 day period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any Valley Forge may pursue other Person, such New Product and any raw materials for use distribution opportunities in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or Field for the Developing Party. If a New new Product becomes a "Product" covered on price terms that are, in the aggregate, not less favorable to Valley Forge than the price terms specified by this Agreement Valley Forge in accordance with this Section, the Developing Party shall, for no additional consideration, grant notice or contained in the last subsequent proposal by Valley Forge to the non-Developing Party such licenses and other rightsCODMAN, if any, as may and, in such event then Valley Forge shall be necessary required (each time such situation arises), pursuant to this Section 2.10(b), to give a new notice to CODMAN and comply with the right of first refusal set forth herein for an additional 30-day period following the non-Developing Party to perform its obligations under receipt of such new notice by CODMAN. The provisions of this Section 2.10 shall survive the termination or expiration of this Agreement with respect to such New Productany new product for which the initial notice was given during the term hereof (including any extensions or renewals hereof). In the event CODMAN elects to market the new Products, effective as the parties shall use their best reasonable efforts to agree upon reasonable terms, conditions and other material provisions within 60 days of the date on which such New Product becomes a "Product" covered by this AgreementCODMAN's written notice to Valley Forge of its intention to market said new products.

New Products. If either Nomaco or RBX (the "Developing Party"a) at Upon establishing its need for any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party RJRT shall notify the other party determine in writing good faith (the "New Product Notice"i) prior to manufacturing, marketing, distributing, selling or otherwise commercializing whether such New Product is within Supplier's then-existing manufacturing capacity and capability and (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture ii) whether Supplier's pricing of such New ProductProducts is competitive taking into account, among other things, such factors as the pricing of current Products manufactured by Supplier. (b) New Products that (i) are determined by RJRT to be within Supplier's then-existing manufacturing capacity and capability and (ii) for which Supplier's pricing is determined by RJRT to be competitive, pursuant to Section 2.21(a) above, shall be Included Products ("Included New Products"). (c) New Products that (i) are determined by RJRT not to be within Supplier's then-existing manufacturing capacity and capability or entering into any letter of intent(ii) for which Supplier's pricing is determined by RJRT not to be competitive, contract or agreement with any other Person relating pursuant to any of the foregoing. Except Section 2.21(a) above shall be Excluded Products ("Excluded New Products") and give rise to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions Supplier's right of this Agreement (other than the amount of Commission negotiation set forth in Section 6(a)2.21(d) effective as below. (d) Notwithstanding anything herein to the contrary, RJRT may at any time solicit proposals from any third party for the supply of Excluded New Products. Within 30 days of receiving notice from RJRT that it is soliciting proposals for the date supply of the an Excluded New Product, Supplier may submit a proposal containing terms (including, without limitation, pricing) under which Supplier proposes to supply such Excluded New Product Notice; to RJRT. The conditions, other than the timing, for submission of a proposal by Supplier will be no less favorable than the conditions, other than timing, imposed on third parties submitting proposals for such Excluded New Product. If Supplier submits a proposal to supply an Excluded New Product, the Parties will negotiate in good faith to reach an agreement with respect to the supply of such Excluded New Product by Supplier, provided, however, that in no event shall RJRT be required to accept any terms from Supplier with respect to the partiessupply of an Excluded New Product. Notwithstanding anything herein to the contrary, each negotiating in good faith Supplier shall have the right, but not the obligation, to agree to supply the Excluded New Products to RJRT on terms and after taking into consideration any applicable Competitive Practices, agree in writing on conditions that are at least as favorable to RJRT as the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt terms of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as best proposal received by RJRT from a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Noticethird party. If the non-Developing Party makes such election or if the parties fail to RJRT and Supplier agree on the amount of Commission payable on sales of such New Product prior to the expiration supply of the Commission Determination Periodan Excluded New Product, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this SectionSection 2.21(d), the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such Excluded New Product becomes a "Product" covered by will be deemed to be an Included Product for purposes of this Agreement, immediately upon the effectiveness of such agreement.

New Products. If either Nomaco or RBX (a) During the "Developing Party") at any time develops a new product Term, Manufacturer hereby grants Distributor (or its designated Affiliates) the right of first negotiation to obtain rights (whether by means of an enhancementacquisition, changelicense, improvement exclusive or addition to an existing product) which is competitive with (co-exclusive distributorship or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person potential deal structure) to Commercialize any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement new products (other than the amount Products) in the Field (the “New Products”). For the avoidance of Commission set forth doubt, Manufacturer shall not offer rights to Commercialize any such New Products to any Third Party without first offering such New Products to Distributor in accordance with the terms of this Section 6(a)4.3. (b) effective At such time as Manufacturer develops the design specifications for a prototype of a New Product, Manufacturer shall contact Distributor and provide a report to Distributor detailing such specifications. Distributor may, at its option, suggest improvements or modifications to such design. (c) At such time as Manufacturer submits a 510(k) Clearance application, Premarket Approval Application or application for Design Examination Certificate or CE Certificate (or reaches the date equivalent stage of development outside the U.S. or European Union) to the FDA or FDA Counterpart, as applicable, regarding a New Product, it shall send Distributor a notice (the “New Product Notice”) of such submission, which describes the New Product in reasonable detail. Following delivery of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within Distributor shall have sixty (60) days after to determine whether it is interested in obtaining rights to Commercialize such New Product. During such period, Manufacturer shall meet with Distributor as Distributor may reasonably request and provide Distributor with all information regarding the non-Developing Party's receipt New Product that Distributor may reasonably request (including information regarding the remaining development milestones, the Manufacturing process, the risk profile and the costs of such New Product), and Manufacturer shall not discuss giving rights to the New Product to any Third Party during such period. Prior to the end of such sixty (60) day period, Distributor shall send Manufacturer a written notice (the “New Product Negotiation Notice”) stating whether it is interested in pursuing negotiations regarding the New Product. If the New Product Negotiation Notice states an interest in negotiating for rights to Commercialize the New Product, Manufacturer shall negotiate exclusively with Distributor in good faith (and continue its cooperation with Distributor’s due diligence process) for ninety (90) days from the date of delivery of the New Product Negotiation Notice to consummate a transaction, which may take the form of an acquisition, a license, an exclusive or co-exclusive distributorship or any other form that the Parties may agree upon. (d) If the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not Parties are unable to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of reach an agreement for Distributor to acquire rights to the New Product Notice. If within the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Periodninety (90) day period referenced in Section 4.3(c) above, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party Manufacturer shall be entitled free to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by consummate a transaction with any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Third Party. If a Manufacturer shall be permitted to Commercialize any New Product becomes a "Product" covered by this Agreement in accordance Products itself without complying with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this AgreementSection 4.3.

New Products. If either Nomaco or RBX (the "Developing Party"a) at Upon establishing its need for any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent(i) Supplier shall determine in good faith whether, contract or agreement with any other Person relating and establish to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided belowRJRT's reasonable satisfaction that, such New Product is within Supplier's then-existing manufacturing capacity and capability and (ii) RJRT shall then automatically become a determine in good faith, whether Supplier's pricing of such New Products is competitive taking into account, among other things, such factors as the pricing of current Products manufactured by Supplier. (b) New Products that (i) are determined by Supplier to be within Supplier's then-existing manufacturing capacity and capability and (ii) for which Supplier's pricing is determined by RJRT to be competitive, pursuant to Section 2.21(a) above, shall be Included Products ("Product" covered Included New Products"). (c) New Products that (i) are determined by Supplier not to be within Supplier's then-existing manufacturing capacity and capability or (ii) for which Supplier's pricing is determined not to be competitive, pursuant to Section 2.21(a) above shall be Excluded Products ("Excluded New Products") and give rise to the terms and conditions Supplier's right of this Agreement (other than the amount of Commission negotiation set forth in Section 6(a)2.21(d) effective as below. (d) Notwithstanding anything herein to the contrary, RJRT may at any time solicit proposals from any third party for the supply of Excluded New Products. Within 30 days of receiving notice from RJRT that it is soliciting proposals for the date supply of the an Excluded New Product, Supplier may submit a proposal containing terms (including, without limitation, pricing) under which Supplier proposes to supply such Excluded New Product Notice; to RJRT. The conditions, other than the timing, for submission of a proposal by Supplier will be no less favorable than the conditions, other than timing, imposed on third parties submitting proposals for such Excluded New Product. If Supplier submits a proposal to supply an Excluded New Product, the Parties will negotiate in good faith to reach an agreement with respect to the supply of such Excluded New Product by Supplier, provided, however, that in no event shall RJRT be required to accept any terms from Supplier with respect to the partiessupply of an Excluded New Product. Notwithstanding anything herein to the contrary, each negotiating in good faith Supplier shall have the right, but not the obligation, to agree to supply the Excluded New Products to RJRT on terms and after taking into consideration any applicable Competitive Practices, agree in writing on conditions that are at least as favorable to RJRT as the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt terms of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as best proposal received by RJRT from a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Noticethird party. If the non-Developing Party makes such election or if the parties fail to RJRT and Supplier agree on the amount of Commission payable on sales of such New Product prior to the expiration supply of the Commission Determination Periodan Excluded New Product, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this SectionSection 2.21(d), the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such Excluded New Product becomes a "Product" covered by will be deemed to be an Included Product for purposes of this Agreement, immediately upon the effectiveness of such agreement.

New Products. If either Nomaco or RBX (i) Supplier will keep LESCO fully informed as to the development status of all proposed new fertilizer, combination fertilizer, seed, ice melt, pesticide, pest control products and/or related product(s) (collectively, "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "New Products" as used herein (as applicableand individually, the a "New Product")) being developed by or on behalf of Supplier and, the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided belowknown, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (any other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Noticeperson; provided, however, that the partiesforegoing provision shall not require Supplier to violate any written or oral contractual confidentiality obligation to a third party, each negotiating any trade secrets of a third party or any applicable law (so long as such written or oral contractual confidentiality obligation was not created in order to circumvent such foregoing provision). As soon as Supplier determines that a New Product to be manufactured or sourced by Supplier is commercially viable, it shall so notify LESCO in writing, describing the New Product(s) to be manufactured or sourced, the anticipated availability schedule therefor and the quantities thereof that are anticipated to be available for delivery. For any New Product(s) being developed or sold by a person other than Supplier, Supplier shall keep LESCO apprised of any information relating thereto that becomes known to Supplier, and Supplier shall, at the request of LESCO, either obtain, at LESCO's cost, sufficient rights to allow Supplier to manufacture or source such New Product(s) for the benefit of LESCO and its Customers or permit LESCO to purchase such New Products(s) for distribution to LESCO and/or LESCO's Customers through Supplier's distribution network. Any intellectual property related to New Product(s) developed by Supplier pursuant to this paragraph shall be the property of Supplier, subject to the license rights granted to LESCO in Section 7(c) hereof. (ii) LESCO may from time to time propose to Supplier the development and/or manufacture of a New Product (including, but not limited to, derivatives of Existing Products) and, subject to Section 3(e)(iv) hereof, Supplier shall proceed with such development. In the event that Supplier does not proceed with such development as a result of such Section 3(e)(iv), LESCO shall be free to proceed with such development as LESCO proposes. Supplier shall so notify LESCO in writing, describing the New Product(s) to be manufactured or sourced, the anticipated availability schedule therefor and the quantities thereof that are anticipated to be available for delivery. If, as a result of such development, a patentable invention, technology or other protectable intellectual property right is created, LESCO and Supplier shall cooperate with one another to register or otherwise protect such intellectual property at LESCO's cost. Any such intellectual property related to New Product(s) proposed by LESCO pursuant to this paragraph shall be the property of LESCO, subject to the license rights granted to Supplier in Section 7(b) hereof. (iii) Any New Product purchased by LESCO under this Section 3(e) shall be deemed to be one of the "Products" for purposes hereof, and Attachment A shall be updated from time to time to reflect any New Product(s) that become Existing Products. (iv) If the manufacture of a New Product would result in a material increase in Standard Cost pursuant to Section 6(a)(iv) hereof, then Supplier and LESCO shall cooperate in good faith and after taking to reset the metrics set forth in Attachment E hereof in order to take such change into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Noticeaccount. If the non-Developing Party makes such election or if the parties fail are unable to agree on the amount of Commission payable on sales of such new metrics, then Supplier may refuse to manufacture such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this AgreementProduct(s).

New Products. If either Nomaco or RBX (the "Developing Party"a) at any time develops a new product (or an enhancement, change, improvement or In addition to an existing product) which is competitive all rights granted under the Prior Master Agreement and this letter agreement with regard to soft drinks, Licensee shall also be permitted to use the XXXXXXX'X trademark, xxxx or other identifying means on any other product of any type, (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" such other products are referred to as used herein (as applicable, the "New ProductProducts"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing provided that such New Product (including by assigning or licensing Products comply with the quality standards set forth in paragraph 2(a) above; provided that if the quality standard set forth in paragraph 2(a) would be inapplicable to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party be of good quality. Owner shall be entitled to manufacturea royalty of 2% of the "net sales" of any New Products produced by the Licensee in accordance with the terms of this paragraph. For purposes of this letter agreement, market, distribute and sell, or have manufactured, marketed, distributed and sold "net sales" of a New Product means the sum of money actually received by any other Person, Licensee from sales of such New Product less, to the extent applicable, the sum of (i) sales, excise, use, currency, repatriation and similar taxes, (ii) returns, (iii) trade discounts, (iv) sales commissions, (v) shipping costs and (vi) credits (other than advertising credits). (b) Owner shall not manufacture, distribute or sell any raw materials for use products bearing the XXXXXXX'X trademark, xxxx or other identifying means without the prior written consent of the Licensee, which consent may be given or withheld by Licensee in its sole discretion. Notwithstanding the manufacture thereof foregoing, Licensee acknowledges that Owner retains all rights to own, operate, license or franchise XXXXXXX'X Restaurants, Drive-Ins and mobile food and beverage concession trailers, in each case where the non-Developing Party shall have no rightXXXXXXX'X brand is the primary brand associated with such location (collectively, title or interest in "Owner's Locations"), and to sell post mix syrups and pre mix beverages at or to Owner's Locations. Licensee also acknowledges that (i) Owner retains all rights to sell and market good quality ice cream and hot dogs using the XXXXXXX'X trademark, (ii) Owner retains all rights to do XXXXXXX'X advertising (provided that such New Product advertising is in good taste and of good quality) for, and to sell paper goods and promotional items identified by the XXXXXXX'X trademark at or raw materials to, Owner's Locations and (iii) Owner may, subject to (x) such products meeting the quality 3 (c) Each party agrees to indemnify and hold the other party harmless from any and all claims, suits, loss or damage (including reasonable attorneys' fees and expenses) arising out of or relating to any revenues generated from the manufactureproducts produced, marketing, distribution distributed or sale thereof sold by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement such party in accordance with the terms of this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreementparagraph 6.

New Products. If either Nomaco or RBX (one Member submits to the "Developing Party") at any time develops JV Board a new written proposal, together with detailed budgets and timetables, for the development of a product (or an enhancement, change, improvement or addition in the Field by the Company other than those products agreed to an existing product) which is competitive with (or which replaces) any by the JV Board in writing to be developed in the ordinary course of business of the Products in or for the Market but Company, which proposal is not initially included within the meaning of "Products" specifically identified as used herein (as applicablea proposal under this Section 8.2, the "New Product")JV Board shall evaluate such proposal and within 60 days after the proposal was submitted, shall respond in writing, stating that: (i) the Company will proceed with the funding for and development of such proposed product consistent with approved detailed budgets and timetables for development; (ii) the Company will not develop such proposed product; or (iii) the Company will perform a feasibility study, to be completed no later than 180 days after the proposal was first submitted. For the purposes of this Section 8.2, a proposal for development of a product may include, for example, a proposal for licensing a product or underlying technology from a third party, acquiring a third party owning such product or technology or a similar business opportunity. If the Company chooses to perform a feasibility study, the Developing Party JV Board shall notify the other party proposing Member in writing (writing, no later than the "New Product Notice") prior last day of the feasibility study period, whether or not the Company shall proceed with the funding for and development of such proposed product. If the Company chooses not to manufacturingproceed with funding or development, marketingthen the Member that submitted the rejected product shall have the right to develop, distributing, selling directly or otherwise commercializing such New Product (including by assigning or licensing to indirectly through any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to useof its Affiliates, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any product independently of the foregoing. Except to Company, and the extent other Member and the non-Developing Party otherwise elects as provided below, Company shall have no rights in such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Noticeproduct; provided, however, that such Member and its Affiliates shall not have the parties, each negotiating in good faith and after taking into consideration right to pursue such product independently if: (i) such Member or any applicable Competitive Practices, agree in writing on of the amount of Commission payable on sales JV Board Members appointed by such Member has voted against funding for or development of such New Product within sixty proposed product; (60ii) days after the non-Developing Party's receipt such Member does not fund at least one third of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt total costs of development of the New Product Notice. If proposed product with its own funds (as opposed to government or third party funds); or (iii) the non-Developing Party makes such election proposed product is directly competitive with a product already under development or if being marketed by the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this AgreementCompany.

New Products. If either Nomaco In the event that AcelRx intends to commercialize one or RBX (the "Developing Party") at any time develops a more new product (or an enhancement, change, improvement or addition to an existing product) which is competitive products with (or which replaces) any of the Products in or applications for the Market but which is not initially included within Class of Trade in the meaning of "Products" as used herein Territory (as applicableeach, the a "New Product"), AcelRx shall first provide a written notice to ZB Dental describing the Developing Party New Product in reasonable detail (a "RFN Notice"). ZB Dental shall notify the other party AcelRx in writing (whether it is interested in pursuing a distribution arrangement for the "New Product within [***] days after it receives the RFN Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or . If ZB Dental desires to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter the Parties shall begin good faith negotiations on the terms of intentthe distribution arrangement. During the negotiations, contract or agreement (a) AcelRx shall provide ZB Dental with any other Person relating relevant information that ZB Dental reasonably requests, so long as AcelRx has or can acquire the requested information without unreasonable effort or expense and without violating any confidentiality obligations of AcelRx to any of the foregoing. Except Third Party, and (b) AcelRx shall not initiate or participate in any inquiry, negotiations or discussions with any Third Party with respect to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date distribution of the New Product Notice; providedto Professionals in the Territory. ZB Dental shall promptly notify AcelRx at any point in the negotiations if it is no longer interested in pursuing a distribution arrangement for the New Product. If ZB Dental notifies AcelRx that it is not interested in pursuing a distribution arrangement for the New Products, howeveror if, that the partiesafter having commenced negotiations, each negotiating in good faith ZB Dental and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product AcelRx have not agreed upon terms within sixty (60) [***] days after the non-Developing PartyZB Dental's receipt of the New Product Notice (the "Commission Determination Period")RFN Notice, then ZB Dental's rights under this Section 2.8 shall be terminated, and AcelRx shall be free to seek a distribution agreement with a Third Party. Notwithstanding the foregoingforgoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement rights and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this AgreementSection 2.8 shall not apply during any Non-Exclusive Period.