1
EXHIBIT 10.6
*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY BRACKETS. THE
CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
STERI-OSS(R)
Xxxxxx Xxxxxx - METALOR - Germany July 19, 1990
This agreement is between Metaux Precieux Metalor Deutschland Gmbh, referred to
as the Distributor, and Steri-Oss Inc., 000 X. Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000 and is subject to the following terms and conditions. Its
effective date is July 12, 1990 and it covers sales in Germany, referred to as
the Territory.
Steri-Oss agrees:
1. To provide the needed product training both in the U.S. and through
regular trips to the Territory by qualified personnel.
2. To provide exclusivity by not selling Steri-Oss products to any other
dealer or customer in the Territory.
3. To provide at no charge reasonable quantities of product promotional
materials (brochures, manuals, etc.) and course support materials and
equipment at Steri-Oss' cost.
4. To sell all Steri-Oss products except starter kits at standard
international prices i.e. [*]. Terms of payment will be by cash via
bank transfer upon receipt of our invoice to our bank below:
Bank of America
International Division
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Account No. 02095-4014
Distributor agrees:
1. To assign at least one person in Distributor's company to become
proficient in the Steri- Oss system. It is highly recommended that this
individual spend several days training in the Anaheim office and
observe surgeries with at least one experienced dentist for 2-3
additional days. Distributor to pay all travel costs.
1
2
2. To purchase the following, subject to Steri-Oss' standard terms of sale:
a) An initial stock of products:
3 Surgical Kits(#800) [*]
3 Surgical Consoles 0 220V [*]
3 Handpieces (70:1) [*]
50 Titanium Screw Type Implants (varying sizes) [*]
50 HA Coated Cylinder Type Implants (varying sizes) [*]
50 HA Coated Screw Type Implants (varying sizes) [*]
1 Deluxe Prosthetic Kit (#2229) [*]
Total [*] Price [*]
b) Products for use as sales aid/demonstration which include:
1 Surgical Console with Handpiece [*]
1 Surgical Kit (#800) [*]
1 Prosthetic Typodont with 10 Attachments [*]
1 Box Sample Implants [*]
1 Box Sample Prosthetics [*]
Total [*] price [*]
[*]
c) Minimum purchase of [*] per calendar quarter, for total
purchases in the 1st year of [*] minimum.
3. Not to market any competitive implant lines/systems other than
Steri-Oss and to market Steri-Oss products only within the Territory.
It is recommended that sales be made directly to dentists (not through
dealers).
4. To assume responsibility and to pay for the advertising and promotion
of Steri-Oss and attendance at conventions or exhibitions.
5. To organize courses in the Territory for the dental community in both
surgical and prosthetic techniques with emphasis on the Steri-Oss
system. Courses to be held regularly in a given year and their planning
and development to be coordinated with Steri-Oss.
6. To provide periodic information regarding: your Steri-Oss customers;
your sales and marketing strategies; sales projections; price lists;
other pertinent market information; and other reasonable data as may be
requested from time to time.
*Confidential treatment has been
requested for redacted portions
2
3
This agreement will be automatically extended each year providing the above
goals and conditions are met. Each year, new quarterly/annual minimum purchase
levels will be agreed and revised based on past results and the current growth
rates for the German implant market.
Agreed and accepted:
Metalor Gmbh. Signature Date
------------------- ------------------
Steri-Oss Inc. Signature Date
------------------- ------------------
3
