Common use of New Products Clause in Contracts

New Products. 10.1 [ *** ] Distributor shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix has failed to accept such written offer within [ *** ] of its receipt of such offer. In the event that Biomatrix fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ *** ] of Biomatrix's receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any intellectual property rights of Biomatrix. Distributor shall not be required to make the written offer to Biomatrix set forth in Section 10.1(a) above only to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix in writing within [ *** ] of each occurrence of one or more of the following: (i) Distributor's entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (ii) Distributor's commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Product, together with a notice of the commencement of such clinical trial and a list of all countries where such clinical trials will take place; or (iii) Distributor's filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration or an equivalent regulatory agency in any country with respect to any New Product stating in which countries any such filings have been made. 10.2 So long as either [ *** ] Agreement Product and any Improved Agreement Product [ *** ] and/or (b) Distributor [ *** ] either independently or in conjunction with one or more third parties, [ *** ] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) Biomatrix has made a commercially reasonable [ *** ] to Distributor to [ *** ]; and (ii) Distributor has [ *** ] In the event that Distributor [ *** ] by Biomatrix pursuant to this Section 10.2 [ *** ] then Biomatrix [ *** ] by this Agreement [ *** ]; provided, however, that Biomatrix shall not have the right to commercialize any such New Products within [ *** ] so long as either of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, subject to the terms of this Agreement, [ *** ] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

New Products. 10.1 [ *** ,] Distributor shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix has failed to accept such written offer within [ *** ] of its receipt of such offer. In the event that Biomatrix fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ *** ] of Biomatrix's receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any of the intellectual property rights of Biomatrix. Distributor shall not be required to make the written offer to Biomatrix set forth in Section 10.1(a) above only in the event and to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix in writing within [ *** ] of each occurrence of one or more of the following: (i) Distributor's entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.or (ii) Distributor's commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Product, together with a notice of the commencement of such clinical trial and a list of all countries where such clinical trials trial will take place; oror ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (iii) Distributor's filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration or an equivalent regulatory agency in any country with respect to any New Product stating in which countries any such filings have been made. 10.2 So long as either [ *** ] Agreement Product and any Improved Agreement Product [ *** ] and/or (b) Distributor [ *** ,] either independently or in conjunction with one or more third parties, [ *** ,] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) Biomatrix has made a commercially reasonable [ *** ] to Distributor to to[ *** ]; ;] and (ii) Distributor has [ *** .] In the event that Distributor [ *** ] by Biomatrix pursuant to this Section 10.2 [ *** ] then Biomatrix [ *** ] by this Agreement [ *** ]; ;] provided, however, that Biomatrix shall not have the right to commercialize any such New Products within [ *** ] so long as either of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, shall (subject to the terms of this Agreement, ) [ *** ,] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.]

New Products. 10.1 [ *** ] Distributor Notwithstanding any provision in this Agreement or in the International License Agreement to the contrary, if Biomatrix develops a New Product and Wyeth is an exclusive licensee of any Product or Extended Product in a country, Biomatrix shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix has failed to accept such written offer within [ *** ] of its receipt of such offer. In the event that Biomatrix fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ *** ] of Biomatrix's receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any intellectual property rights of Biomatrix. Distributor shall not be required to make the written offer to Biomatrix set forth in Section 10.1(a) above only to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix in writing within [ *** ] of each occurrence of one or more of the following: (i) Distributor's entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (ii) Distributor's commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Product, together with a notice of the commencement of such clinical trial and a list of all countries where such clinical trials will take place; or (iii) Distributor's filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration or an equivalent regulatory agency in any country with respect to any New Product stating in which countries Wyeth is an exclusive licensee under this Agreement of any such filings have been made. 10.2 So long as either [ *** ] Agreement Product and any Improved Agreement or Extended Product [ *** ] and/or (b) Distributor [ *** ] either independently or in conjunction with one or more third parties, [ *** ] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) Biomatrix has made a commercially reasonable [ **written offer to Wyeth to participate with Biomatrix in the development and marketing of such New Product; (ii) Wyeth has failed to accept such written offer or make its own commercially reasonable written offer within * ] to Distributor to [ *** ]of its receipt of such offer; and (iiiii) Distributor has [ **The parties shall have negotiated in good faith to attempt to reach agreement based upon Biomatrix's and/or Wyeth's offer for a period * ] In the event that Distributor [ *** ] by Biomatrix the parties fail to reach an agreement pursuant to this Section 10.2 [ **7.2 within * ] of Wyeth's receipt of Biomatrix's first written offer, then Biomatrix [ *** ] shall not be restricted by this Agreement [ *** ]; provided, however, or the International License Agreement in the exercise of any rights that Biomatrix shall not might otherwise have the right to develop and/or commercialize any New Product to which such offer relates; provided that * Nothing in this Section 7.2 shall be construed, by implication or otherwise, (i) to effect any sale or license of proprietary Biomatrix technology (including any new Products), (ii) to grant any license relating to Biomatrix's proprietary methods of formulating, fabricating and manufacturing Products, Extended Products or New Products within [ Products, or (iii) to granx Xxxxx xxx rights in or to any proprietary technology or Patents or Trademarks of Biomatrix. *** ] so long as either of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, subject to the terms of this Agreement, [ *** ] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

New Products. 10.1 [ *** ] Distributor Notwithstanding any provision in this Agreement or in the U.S. License Agreement to the contrary, if Biomatrix develops a New Product and Wyeth is an exclusive licensee of any Product or Extended Product in a country, Biomatrix shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix has failed to accept such written offer within [ *** ] of its receipt of such offer. In the event that Biomatrix fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ *** ] of Biomatrix's receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any intellectual property rights of Biomatrix. Distributor shall not be required to make the written offer to Biomatrix set forth in Section 10.1(a) above only to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix in writing within [ *** ] of each occurrence of one or more of the following: (i) Distributor's entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (ii) Distributor's commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Product, together with a notice of the commencement of such clinical trial and a list of all countries where such clinical trials will take place; or (iii) Distributor's filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration or an equivalent regulatory agency in any country with respect to any New Product stating in which countries Wyeth is an exclusive licensee under this Agreement of any such filings have been made. 10.2 So long as either [ *** ] Agreement Product and any Improved Agreement or Extended Product [ *** ] and/or (b) Distributor [ *** ] either independently or in conjunction with one or more third parties, [ *** ] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) Biomatrix has made a commercially reasonable [ **written offer to Wyeth to participate with Biomatrix in the development and marketing of such New Product; (ii) Wyeth has failed to accept such written offer or make its own commercially reasonable written offer within * ] to Distributor to [ *** ]of its receipt of such offer; and (iiiii) Distributor has [ **The parties shall have negotiated in good faith to attempt to reach agreement based upon Biomatrix's and/or Wyeth's offer for a period * ] In the event that Distributor [ *** ] by Biomatrix the parties fail to reach an agreement pursuant to this Section 10.2 [ **6.2 within * ] of Wyeth's receipt of Biomatrix's first written offer, then Biomatrix [ *** ] shall not be restricted by this Agreement [ *** ]; provided, however, or the U.S. License Agreement in the exercise of any rights that Biomatrix shall not might otherwise have the right to develop and/or commercialize any New Product to which such offer relates; provided that * Nothing in this Section 6.2 shall be construed, by implication or otherwise, (i) to effect any sale or license of proprietary Biomatrix technology (including any New Products), (ii) to grant any license relating to Biomatrix's proprietary methods of formulating, fabricating and manufacturing Products, Extended Products within [ *** ] so long as either or New Products, or (iii) to granx Xxxxx xxx rights in or to any proprietary technology or Patents or Trademarks of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, subject to the terms of this Agreement, [ *** ] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange CommissionBiomatrix.

New Products. 10.1 [ [*** ] *], Distributor shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix has failed to accept such written offer within [ [*** *] of its receipt of such offer. In the event that Biomatrix fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ [*** *] of Biomatrix's receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any intellectual property rights of Biomatrix. Distributor shall not be required to make the written offer to Biomatrix set forth in Section section 10.1(a) above only to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix in writing within [ [*** *] of each occurrence of one or more of the following: (i) Distributor's entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.or (ii) Distributor's commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Productproduct, together with a notice of the commencement of such clinical trial trials and a list of all countries where such clinical trials will take place; : or (iii) Distributor's filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration or an equivalent regulatory agency in any country with respect to any New Product stating in which countries any such filings have been made. 10.2 So long as either [ [*** *] Agreement Product and any Improved Agreement Product [ [*** ] and/or (b) Distributor [ *** ] either independently ]. 10.3 Nothing in this Section 10 shall be construed, by implication or in conjunction with one or more third partiesotherwise, [ *** ] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) to effect any sale or license of proprietary Biomatrix has made a commercially reasonable [ *** ] to Distributor to [ *** ]; and technology (including any New Products), (ii) to grant any license relating to Biomatrix's proprietary methods of formulating, fabricating and manufacturing the Agreement Product, Improved Agreement Products or New products, or (iii) to grant Distributor has [ *** ] In the event that Distributor [ *** ] by Biomatrix pursuant any rights in or to this Section 10.2 [ *** ] then Biomatrix [ *** ] by this Agreement [ *** ]; provided, however, that Biomatrix shall not have the right to commercialize any such New Products within [ *** ] so long as either proprietary technology or Patents or Trademarks of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, subject to the terms of this Agreement, [ *** ] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange CommissionBiomatrix.

New Products. 10.1 [ [*** ] *], Distributor shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix has failed to accept such written offer within [ [*** *] of its receipt of such offer. In the event that Biomatrix fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ [*** *] of Biomatrix's receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any of the intellectual property rights of Biomatrix. Distributor shall not be required to make the written offer to Biomatrix set forth in Section 10.1(a) above only in the event and to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix in writing within [ [*** *] of each occurrence of one or more of the following: (i) Distributor's entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.or (ii) Distributor's commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Product, together with a notice of the commencement of such clinical trial and a list of all countries where such clinical trials trial will take place; or (iii) Distributor's filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration or an equivalent regulatory agency in any country with respect to any New Product stating in which countries any such filings have been made. 10.2 So long as either [ [*** ] Agreement Product and any Improved Agreement Product [ *** ] and/or (b) Distributor [ *** ] either independently ] 10.3 Nothing in this Section 10 shall be construed, by implication or in conjunction with one or more third partiesotherwise, [ *** ] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) to effect any sale or license of proprietary Biomatrix has made a commercially reasonable [ *** ] to Distributor to [ *** ]; and technology (including any New Products), (ii) to grant any license relating to Biomatrix's proprietary methods of formulating, fabricating and manufacturing the Agreement Product, Improved Agreement Products or New Products, or (iii) to grant Distributor has [ *** ] In the event that Distributor [ *** ] by Biomatrix pursuant any rights in or to this Section 10.2 [ *** ] then Biomatrix [ *** ] by this Agreement [ *** ]; provided, however, that Biomatrix shall not have the right to commercialize any such New Products within [ *** ] so long as either proprietary technology or Patents or Trademarks of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, subject to the terms of this Agreement, [ *** ] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange CommissionBiomatrix.

New Products. 10.1 [ *** ] Distributor shall not commercialize nor begin the commercialization process with respect to or acquire any New Product anywhere in the International Territory or the United States, either independently or in conjunction with one or more third parties, unless and until the following conditions have been satisfied: (a) Distributor has made a commercially reasonable written offer to Biomatrix Genzyme to participate with Distributor in the development and commercialization of such New Product; and (b) Biomatrix Genzyme has failed to accept such written offer within [ *** ] of its receipt of such offer. In the event that Biomatrix Genzyme fails to accept any written offer made by Distributor pursuant to this Section 10.1 within [ *** ] of Biomatrix's Genzyme’s receipt thereof, then Distributor, subject to the terms of this Agreement, shall have the right to independently or with other parties develop and/or commercialize any New Product to which such written offer relates; provided, however, that any such New Product does not infringe upon any intellectual property rights of BiomatrixGenzyme. Distributor shall not be required to make the written offer to Biomatrix Genzyme set forth in Section 10.1(a) above only to the extent that it is prevented from doing so due to the patented proprietary rights of a third party. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. (c) At all times during the term of this Agreement, Distributor shall notify Biomatrix Genzyme in writing within [ *** ] of each occurrence of one or more of the following: (i) Distributor's ’s entering into an agreement with one or more third parties with regard to the development, acquisition and/or commercialization of any New Product, and Distributor shall provide to Biomatrix Genzyme notice of such agreement and any and all agreements relating thereto and a non-confidential summary of such agreements; or ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.or (ii) Distributor's ’s commencing a clinical trial (either alone or in conjunction with a third party) with respect to any New Product, together with a notice of the commencement of such clinical trial and a list of all countries where such clinical trials will take place; or (iii) Distributor's ’s filing of an application (either alone or in conjunction with a third party) for marketing approval with the United States Food and Drug Administration FDA or an equivalent regulatory agency in any country with respect to any New Product stating in which countries any such filings have been made. 10.2 So long as either [ *** ] Agreement Product and any Improved Agreement Product [ *** ] and/or (b) Distributor [ *** ] either independently or in conjunction with one or more third parties, [ *** ] Biomatrix shall not [ *** ] until the following conditions have been satisfied: (i) Biomatrix has made a commercially reasonable [ *** ] to Distributor to [ *** ]; and (ii) Distributor has [ *** ] In the event that Distributor [ *** ] by Biomatrix pursuant to this Section 10.2 [ *** ] then Biomatrix [ *** ] by this Agreement [ *** ]; provided, however, that Biomatrix shall not have the right to commercialize any such New Products within [ *** ] so long as either of the conditions set forth in Section 10.2(a) or 10.2(b) is satisfied. Specifically, once one of the conditions in Section 10.2(a) or 10.2(b) is not satisfied, Distributor shall, subject to the terms of this Agreement, [ *** ] however, after such date it shall [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.