Common use of Return of Distribution Franchise Fee Clause in Contracts

Return of Distribution Franchise Fee. INFRAREDX shall be obligated to return to Distributor the full amount of the Distribution Franchise Fee the Distributor has remitted to INFRAREDX upon any of the following circumstances: (i) Prior to the five (5) year anniversary of the Products PMDA Approval Date, a Change of Control of INFRAREDX results in the termination of this Agreement by INFRAREDX or the acquiror of INFRAREDX or the Distributor’s loss of its appointment to distribute the Products in the Territory; [***] = Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)(4) and Rule 406 of the Securities Act of 1933, as amended. (ii) Prior to the five (5) year anniversary of the Products PMDA Approval Date, (i) the institution by or against INFRAREDX of insolvency, receivership or bankruptcy proceedings, appointment of an administrator or any other proceedings for the settlement of INFRAREDX’s debts, (ii) INFRAREDX’s making an assignment for the benefit of creditors, (iii) INFRAREDX’s dissolution or ceasing to do business or (iv) otherwise INFRAREDX’s becoming incapable to supply the Products to Distributor; (iii) Prior to the five (5) year anniversary of the Products PMDA Approval Date, INFRAREDX’s voluntary withdrawal of the Products from the Japanese market; (iv) Prior to the five (5) year anniversary of the Products PMDA Approval Date, the forced withdrawal or recall of Products from the Japanese market by Japan’s PMDA, if said recall and prohibition against sale in Japan cannot be cured by the parties within six (6) months; (v) Failure by Distributor and INFRAREDX to receive regulatory approval for the Products from Japan PMDA in accordance with Subsection 6(k)(i); provided that such failure is not otherwise due to Distributor.

Return of Distribution Franchise Fee. INFRAREDX shall be obligated to return to Distributor the full amount of the Distribution Franchise Fee the Distributor has remitted to INFRAREDX upon any of the following circumstances: (i) Prior to the five (5) year anniversary of the Products PMDA Approval Date, a Change of Control of INFRAREDX results in the termination of this Agreement by INFRAREDX or the acquiror of INFRAREDX or the Distributor’s loss of its appointment to distribute the Products in the Territory; [***] = Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)(4) and Rule 406 of the Securities Act of 1933, as amended.; (ii) Prior to the five (5) year anniversary of the Products PMDA Approval Date, (i) the institution by or against INFRAREDX of insolvency, receivership or bankruptcy proceedings, appointment of an administrator or any other proceedings for the settlement of INFRAREDX’s debts, (ii) INFRAREDX’s making an assignment for the benefit of creditors, (iii) INFRAREDX’s dissolution or ceasing to do business or (iv) otherwise INFRAREDX’s becoming incapable to supply the Products to Distributor; (iii) Prior to the five (5) year anniversary of the Products PMDA Approval Date, INFRAREDX’s voluntary withdrawal of the Products from the Japanese market; (iv) Prior to the five (5) year anniversary of the Products PMDA Approval Date, the forced withdrawal or recall of Products from the Japanese market by Japan’s PMDA, if said recall and prohibition against sale in Japan cannot be cured by the parties within six (6) months; (v) Failure by Distributor and INFRAREDX to receive regulatory approval for the Products from Japan PMDA in accordance with Subsection 6(k)(i); provided that such failure is not otherwise due to Distributor.