Common use of Conversion to Non-Exclusive Distributorship Clause in Contracts

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement product(s) in each of the countries within any such Region) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in a Region comprise less than [ *** ] of its Net Retail Sales of [ *** ,] including the Agreement Product and any Improved Agreement Product(s), [ *** ] Upon conversion of Distributor's rights to a ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. non-exclusive distribution arrangement in any Region, Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for such Region. Biomatrix will give Distributor [ *** ] days notice prior to appointing a third party distributor for such Region. From and after the date of a conversion to a non-exclusive distribution arrangement within a Region, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within such Region any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive rights in all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement product(sProduct(s) in each of the countries within any such RegionTerritory) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in a Region the Territory, comprise less than [ *** ] of its Net Retail Sales of [ *** ,] including the Agreement Product and any Improved Agreement Product(s), [ *** ] Upon conversion of Distributor's rights to a within [ *** ] days after receipt of any such notice from Biomatrix, a shortfall of [ *Confidential portions have been omitted and filed separately ** ] with respect to the Securities and Exchange Commission. non-exclusive distribution arrangement in any Region, Territory for an Agreement Year by [ *** ] Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for such Region. Biomatrix will give Distributor [ *** ] days notice prior to appointing a third party distributor for such Regionthe Territory. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within a Regionthe Territory, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within such Region the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive rights in right to use all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year including and after and including the third *** Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix Genzyme has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the any Agreement Product and Products or any Improved Agreement product(sProduct(s) in each of the countries within any such Region) Territory), the Distributor's (or its Affiliates' or Subdistributors', as applicable) ’s Net Retail Sales of the Agreement Product Products and any Improved Agreement Product(s) in a Region the Territory in such Agreement Year comprise less than [ *** ] *** *** , either Genzyme or the Distributor may elect upon *** notice, but in any event not later than *** *** after the end of its the applicable Agreement Year, to convert the Distributor’s distribution rights under this Agreement in the Territory from exclusive to non-exclusive; provided, however, that Distributor may cure, within *** after receipt of any such notice from Genzyme, a shortfall of Net Retail Sales of [ with respect to the Territory for an Agreement Year by paying to Genzyme within *** ,] including the after such Agreement Product and any Improved Agreement Product(s), [ Year an amount equal to *** ] *** in such Agreement Year for such Territory; further provided that at Genzyme’s election, Genzyme may refuse to allow such cure if Distributor has taken advantage of such cure provision in each of the two preceding Agreement Years. *** *** *** *** . Upon conversion of Distributor's ’s rights to a ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. non-exclusive distribution arrangement in any Regionthe *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. Territory, Biomatrix Genzyme shall have the right to distribute the Agreement Product Products and Improved Agreement Product Products and/or engage another distributor for such Region. Biomatrix will give Distributor [ *** ] days notice prior to appointing a third party distributor for such Regionthe Territory. From and after the date of a conversion to a non-exclusive distribution arrangement within a Regionthe Territory, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within such Region the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive rights in right to use all trademarks under which the Distributor launched the Agreement Product Products or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement product(s) in each of the countries within any such Region) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in a Region comprise less than [ [*** *] of its Net Retail Sales of [ [*** ,] *], including the Agreement Product and any Improved Agreement Product(s), [ [*** *] [***]. Upon conversion of Distributor's rights to a ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. non-exclusive distribution arrangement in any Region, Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for such Region. Biomatrix will give Distributor [ [*** *] days notice prior to appointing a third party distributor for such Region. From and after the date of a conversion to a non-exclusive distribution arrangement within a Region, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within such Region any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive rights in all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement product(sProduct(s) in each of the countries within any such RegionTerritory) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in a Region the Territory, comprise less than [ [*** *] of its Net Retail Sales of [ [*** ,] *], including the Agreement Product and any Improved Agreement Product(s), [ *** ] Upon conversion of Distributor's rights to a [***Confidential portions have been omitted and filed separately ], within [***] after receipt of any such notice from Biomatrix, a shortfall of [***] with respect to the Securities and Exchange Commission. non-exclusive distribution arrangement in any RegionTerritory for an Agreement Year by [***], Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for such Region. Biomatrix will give Distributor [ *** ] days notice prior to appointing a third party distributor for such Regionthe Territory. From and after the date of a conversion to a non-exclusive distribution arrangement within a Regionthe Territory, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within such Region the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive rights in right to use all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.