Common use of Product Price Clause in Contracts

Product Price. (a) With respect to all Sternal Products currently offered for sale by Seller, as well as those Sternal Products labeled “Thorecon” in Schedule 1, Buyer shall purchase such products from Seller at the prices calculated [****] and set forth on Schedule 1 attached hereto, with such prices being fixed for the Term, except as otherwise provided for in this CMA (“Prices”). (b) Seller represents and warrants that the Price of each Sternal Product currently offered for sale by Seller and of each of Seller’s Thoracon Products has been set to provide Seller [****] with respect to such Product, assuming that the COGS with respect to each such Sternal Product currently offered by Seller is equal to [****]. (c) The price at which Seller shall sell any Managed Versions to Buyer hereunder shall be set so as to [****]. Seller represents and warrants that, to the best of its knowledge as of the date that it reports [****] to Buyer pursuant to Section 2.7(c), all information in such report and in any associated documentation, backup, records or support shall be complete and correct. Once accepted by Buyer, Managed Version prices hereunder NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. [****]; provided that if such Managed Version is released at any time during the last twelve (12) months of the Initial Term or any Renewal Term, and if this CMA is then renewed for a Renewal Term after such release, then [****]. (d) The Parties shall in good faith negotiate fair and competitive pricing for New Products and if the Parties reach agreement, amend this CMA to add the prices and other terms and conditions for the New Product.

Product Price. (a) With respect As consideration for Drug Substance to all Sternal Products currently offered be purchased by BLP for sale by SellerProcessing into Drug Product under this Agreement, as well as those Sternal Products labeled “Thorecon” in Schedule 1, Buyer BLP shall purchase such products from Seller at the prices calculated [pay Pharmos an amount equal to ****] *% of BLP's Adjusted Sales of each Drug Product sold by BLP in any BLP Month (the "PRODUCT PRICE") in accordance with Section 2.4 below, provided that in no event shall the Product Price be less than an amount equal -------- to (A) Pharmos' cost to purchase and deliver to BLP the Drug Substance included in such unit of Drug Product (as evidenced by appropriate documentation), plus (B) *****% of the Adjusted Sales price for such unit of Drug Product (the "FLOOR PRICE"). In addition, in any given Product Year, if the Adjusted Sales for all Drug Product sold in the New Territories exceeds *****% of the amount set forth on Schedule 1 attached hereto, with such prices being fixed in the Sales Forecast for the TermNew Territories in such Product Year attached hereto as Schedule 2.3(a) (the "SALES FORECAST TRIGGER AMOUNT"), except as and the average --------------- Adjusted Sales Price of units of Drug Product sold in the New Territories during such Product Year exceeds $***** per unit, BLP shall pay Pharmos within 60 days of the end of such Product Year an amount equal to *****% of that portion of Adjusted Sales for such Product Year which exceeds the Sales Forecast Trigger Amount (the "PREMIUM PRICE"); provided that (i) BLP has satisfied the cumulative Sales Forecast for the New Territories for all prior Product Years, and (ii) the * Confidential information is omitted and filed separately with the SEC. average Adjusted Sales Price of units of Drug Product sold in the New Territories in all prior Product Years exceeded $***** per unit. Notwithstanding the foregoing, and further subject to Section 2.9 below, BLP shall be entitled to credit (X) *****% of any Product Price which is equal to or less than *****% of Adjusted Sales, and (Y) *****% of any Product Price which exceeds *****% of Adjusted Sales, otherwise provided payable to Pharmos against advances previously made to Pharmos by BLP pursuant to Section 2.5 below until such advances have been recouped in full by BLP, provided, however, that if BLP fails -------- to provide any required advance pursuant to Section 2.5 below for any reason other than the reasons set forth in this CMA Section 2.8(i), (“Prices”ii), (iii) or (iv) below, the rate of recoupment of advances set forth above shall thereafter be reduced to *****% of any Product Price payable to Pharmos. (b) Seller represents and warrants that Pursuant to Section 2.1(a) above, BLP may appoint distributors which are controlled by or under common control with BLP ("AFFILIATED DISTRIBUTORS"). If BLP appoints an Affiliated Distributor, Adjusted Sales for purposes of determining Product Price shall be determined based upon the Price of each Sternal Product currently offered for sale net sales price (calculated using the deduction set forth in Section 1.1 above) obtained by Seller and of each of Seller’s Thoracon Products has been set to provide Seller [****] such Affiliated Distributor from third parties which are not affiliated with respect to BLP or such Product, assuming that the COGS with respect to each such Sternal Product currently offered by Seller is equal to [****]Affiliated Distributor. (c) The price at which Seller shall sell any Managed Versions Pharmos and BLP agree that BLP may use up to Buyer hereunder shall be set so as to [****]. Seller represents and warrants that, to the best of its knowledge as *% of the date that it reports [total units of Drug Product sold in any country as samples to be distributed free of charge in such country in the first Product Year in which Drug Product is sold in such country, and up to ****] to Buyer pursuant to Section 2.7(c), all information *% of the total units of Drug Product sold in such report country as samples to be distributed free of charge in such country in each Product Year thereafter. BLP agrees that it shall pay to Pharmos the cost incurred by Pharmos to purchase and deliver to BLP the Drug Substance included in any associated documentationeach sample unit of Drug Product, backupsuch amount to be paid at the times set forth for payments of Product Price in Section 2.4 below, records or support shall be complete and correct. Once accepted by Buyerprovided, Managed Version prices hereunder NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [that if (I) -------- the average Adjusted Sales Price for all Drug Product sold in a country in such Product Year exceeds $****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. [****]; provided that if such Managed Version is released at any time during the last twelve (12) months of the Initial Term or any Renewal Term, and if this CMA (II) the Exclusivity Quantity for such Product Year in such country is then renewed for a Renewal Term after such releaseachieved, then [****]BLP shall be entitled, at the end of such Product Year, to treat amounts paid by BLP to Pharmos pursuant to this sentence for Drug Substance used in samples in such country in such Product Year as advances against Product Price. (d) The Parties shall in good faith negotiate fair and competitive pricing for New Products and if the Parties reach agreement, amend this CMA to add the prices and other terms and conditions for the New Product.

Product Price. (a) With respect The price per bottle of the Product shall be an amount equal to all Sternal Products currently offered for sale ** plus a handling charge of ** per bottle provided that BMTI may increase the handling charge by Seller** each calendar year, as well as those Sternal Products labeled “Thorecon” in Schedule 1, Buyer shall purchase such products from Seller at the prices calculated [commencing ****] and set forth on Schedule 1 attached hereto, with such prices being fixed for the Term, except as otherwise provided for in this CMA (“Prices”). (b) Seller represents Payment shall be net 30 and warrants that shall be made based on the Price of each Sternal Product currently offered for sale by Seller and of each of Sellerprior calendar year’s Thoracon Products has been set to provide Seller [****] with respect to such Product, assuming that the COGS with respect to each such Sternal Product currently offered by Seller is equal to [****]. (c) The Promptly upon the conclusion of a calendar year, BMTI shall determine the ** for such calendar year and provide to Luitpold a copy of all documentation supporting the determination. If the ** for such calendar year is higher or lower than the ** for the prior calendar year, Luitpold or BMTI, as the case may be, shall promptly pay to the other party an amount equal to **. (d) Notwithstanding Section 1.1(a) if BMTI takes over manufacture of Product, the price at which Seller shall sell any Managed Versions to Buyer hereunder shall be set so as an amount equal to [**. **]. Seller represents and warrants that, to the best of its knowledge as of the date that it reports [****] to Buyer pursuant to Section 2.7(c), all information in such report and in any associated documentation, backup, records or support shall be complete and correct. Once accepted by Buyer, Managed Version prices hereunder NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, * REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT REQUESTPURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [PURCHASE ORDER #1 DATE 12/-/07 VENDOR: SEND INVOICE TO: = Wire Transfer Only Attention: Phone: Fax: SHIP TO: Same as Address above DESCRIPTION QTY UNIT DOCK DATE UNIT PRICE EXT. AMOUNT ** ** ** *]; provided that if such Managed Version is released at any time during * ** ** PAYMENT TERMS: ** NOTES: Delivery in accordance with the last twelve (12) months of terms specified in the Initial Term or any Renewal TermSupply Agreement dated January 4, 2008 between BioMimetic Therapeutics, Inc. and if this CMA is then renewed for a Renewal Term after such releaseLuitpold Pharmaceuticals, then [****].Inc. (d) The Parties shall in good faith negotiate fair and competitive pricing for New Products and if the Parties reach agreement, amend this CMA to add the prices and other terms and conditions for the New Product.1. PURPOSE/SCOPE 2. MATERIALS 3. STORAGE CONDITIONS AND HANDLING REQUIREMENTS 4. MATERIAL/RELEASE SPECIFICATIONS 5. CONTAINER PACKAGING AND SHIPPING INFORMATION 6. VENDORS/CONTRACT FACILITIES 7. SAMPLE REQUIREMENTS