Common use of Exclusive Distribution Clause in Contracts

Exclusive Distribution. 3.1 Subject to the terms and conditions hereof, MBI agrees to sell to SYT the Commercial Product and SYT agrees to purchase all of its requirements of the Commercial Product from MBI and distribute the Commercial Product for use in the Field in the Territory. 3.2 Notwithstanding anything to the contrary contained herein, Italy will be excluded from the Territory until March 1, 2011, and shall be included in the Territory thereafter. 3.3 Notwithstanding anything to the contrary contained herein, Turkey and Israel will not be included in the Territory for the time being, as MBI has informed SYT about prior existing commitments in Turkey and Israel. Both Parties will agree within 6 months after signing of this Commercial Agreement how SYT exclusive distribution rights in Turkey and Israel can be granted and automatically included in the Territory under the terms of this Commercial Agreement; provided, further, that if after 24 months after signing of this Commercial Agreement such exclusive distribution rights have not been obtained with respect to either country or countries then such country or countries will not be included in the Territory and the Registration and Business Plan will be amended accordingly. 3.4 Upon completion by SYT of initial commercial sales (commercial sales considered to be completed when first invoice to a SYT customer is issued) of the Commercial Product for use in the Field in a country within the Territory hereunder, MBI will discontinue the sales of Rey- [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission noutria active ingredient formulations in such respective country; provided, however, that MBI may sell off existing inventory or work in progress of such product in such country. 3.5 SYT shall use commercially reasonable efforts to develop sales and achieve targets agreed in the Business Plan attached hereto as Exhibit 1. 3.6 If at any time the sales targets set forth in the Business Plan are not met by SYT for any [*****] as a whole, MBI shall have the right to [*****] of the Commercial Product and any other Reynoutria active ingredient formulation in the Territory (the “Section 3.6 [*****] Right”), while all other terms of this Agreement not in conflict with this Section 3.6 shall remain unchanged; provided, however, that if the Section 3.6 [*****] Right is triggered and the right to [*****] is prohibited by law or regulation or judicial order in any country in the Territory, then MBI shall provide SYT with [*****] if MBI [*****] in such country and then SYT`s rights to purchase and distribute Commercial Product and any other Reynoutria active ingredient formulation in such country in the Territory under this Commercial Agreement shall immediately terminate (provided that MBI shall continue to supply the Commercial Product to SYT for a reasonable period of time as necessary to satisfy SYT’s obligations to its existing customers). 3.7 If at any time the binding forecasted purchase volumes for the first four quarters as described in Section 4.1 are below [*****] of [*****] of the previous year and sales targets set forth in the Business Plan are not met, MBI shall have the right to [*****] of the Commercial Product and any other Reynoutria active ingredient formulation in the Territory (the “Section 3.7 [*****] Right”); provided, however, that if the Section 3.7 [*****] Right is triggered and the right to [*****] is prohibited by law or regulation or judicial order in any country in the Territory, then, [*****] from MBI, SYT`s rights to purchase and distribute Commercial Product and any other Reynoutria active ingredient formulation in such country in the Territory under this Commercial Agreement shall immediately terminate (provided that MBI shall continue to supply the Commercial Product to SYT for a reasonable period of time as necessary to satisfy SYT’s obligations to its existing customers). 3.8 Both Parties agree to meet annually prior to September 15 of each year, starting in 2011, for the Annual Business Meeting. Participants attending the Annual Business Meeting shall be selected by each Party individually and may be changed at the discretion of such Party. 3.9 SYT shall at all times under this Commercial Agreement be regarded as an independent contractor and shall purchase the Commercial Product on its own account for resale to third parties.

Exclusive Distribution. 3.1 Subject to the terms and conditions hereofhereof (and the exceptions regarding Eurofert S.A referred to below), MBI agrees to sell exclusively to SYT FMC and its LATAM Affiliates the Commercial Product for use in the Field in the Territory, and SYT FMC, on behalf of itself and its LATAM Affiliates, agrees to purchase all of its requirements of the Commercial Product from MBI and distribute the Commercial Product for use in the Field in the Territory. MBI represents and warrants that it has not granted any distribution rights for the Commercial Product in the Field in the Territory to any third party, with the exception of rights granted to Eurofert S.A. to sell “Milsana”, a [*****] formulation of Reynoutria sachalinesis, in Ecuador. To the extent FMC or its LATAM Affiliate desires to negotiate with Eurofert S.A. regarding a transfer of registration, FMC will bear all costs associated with that effort; if that registration is not transferred, FMC agrees that MBI may continue to sell Milsana in the current [*****] formulation to Eurofert for sale and use only in Ecuador. 3.2 Notwithstanding anything FMC Group shall use commercially reasonable efforts to develop sales and achieve targets agreed in the contrary contained hereinBusiness Plan attached hereto as Exhibit 1. At least once a year, Italy will be excluded from the Territory until March 1FMC shall provide an updated Business Plan to MBI, 2011, which shall address annual target volumes and shall be included in the Territory thereaftersubject to approval by MBI. 3.3 Notwithstanding anything to the contrary contained herein, Turkey and Israel will not be included If in the Territory for the time being, as MBI has informed SYT about prior existing commitments in Turkey and Israel. Both Parties will agree within 6 months after signing of this Commercial Agreement how SYT exclusive distribution rights in Turkey and Israel can be granted and automatically included in the Territory under the terms of this Commercial Agreement; provided, further, that if after 24 months after signing of this Commercial Agreement such exclusive distribution rights have not been obtained with respect to either each country or countries then such country or countries will not be included in the Territory and after the Registration and Business Plan will 3rd year of registration of a product in such country, MBI shall have the right to appoint additional distributors (with non-exclusive distribution rights should FMC still be amended accordingly. 3.4 Upon completion by SYT committed to selling the product) should FMC or any of initial commercial sales (commercial sales considered its relevant LATAM Affiliates fail, for any given country in the Territory, to be completed when first invoice to a SYT customer is issued) purchase at least [*****] of the Commercial Product for use annual volume targets set forth in the Field in a country within the Territory hereunderBusiness Plan. Both parties acknowledge that these annual targets must have reasonable accommodation for weather, MBI will discontinue the sales macroeconomic market conditions, and competitive and regulatory dynamics which might alter FMC’s assumptions and be out of Rey- FMC’s control. [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission noutria active ingredient formulations in such respective country; provided, however, that MBI may sell off existing inventory or work in progress of such product in such country.Commission 3.5 SYT shall use commercially reasonable efforts to develop sales and achieve targets agreed in the Business Plan attached hereto as Exhibit 1. 3.6 If at any time the sales targets set forth in the Business Plan are not met by SYT for any [*****] as a whole, MBI shall have the right to [*****] of the Commercial Product and any other Reynoutria active ingredient formulation in the Territory (the “Section 3.6 [*****] Right”), while all other terms of this Agreement not in conflict with this Section 3.6 shall remain unchanged; provided, however, that if the Section 3.6 [*****] Right is triggered and the right to [*****] is prohibited by law or regulation or judicial order in any country in the Territory, then MBI shall provide SYT with [*****] if MBI [*****] in such country and then SYT`s rights to purchase and distribute Commercial Product and any other Reynoutria active ingredient formulation in such country in the Territory under this Commercial Agreement shall immediately terminate (provided that MBI shall continue to supply the Commercial Product to SYT for a reasonable period of time as necessary to satisfy SYT’s obligations to its existing customers). 3.7 If at any time the binding forecasted purchase volumes for the first four quarters as described in Section 4.1 are below [*****] of [*****] of the previous year and sales targets set forth in the Business Plan are not met, MBI shall have the right to [*****] of the Commercial Product and any other Reynoutria active ingredient formulation in the Territory (the “Section 3.7 [*****] Right”); provided, however, that if the Section 3.7 [*****] Right is triggered and the right to [*****] is prohibited by law or regulation or judicial order in any country in the Territory, then, [*****] from MBI, SYT`s rights to purchase and distribute Commercial Product and any other Reynoutria active ingredient formulation in such country in the Territory under this Commercial Agreement shall immediately terminate (provided that MBI shall continue to supply the Commercial Product to SYT for a reasonable period of time as necessary to satisfy SYT’s obligations to its existing customers). 3.8 Both Parties agree to meet annually prior to September 15 of each year, starting in 2011, for the Annual Business Meeting. Participants attending the Annual Business Meeting shall be selected by each Party individually and may be changed at the discretion of such Party. 3.9 SYT 3.4 FMC Group shall at all times under this Commercial Agreement be regarded as an independent contractor and shall purchase the Commercial Product on its own account for resale to third parties.