Common use of Sole Source Provider Clause in Contracts

Sole Source Provider. (a) RTI shall be ▇▇▇▇▇▇’▇ sole source provider for allograft-based tissue implants (i) comprised of the same material, (ii) having the same application, and (iii) *******, provided RTI has the capability or capacity to meet ▇▇▇▇▇▇’▇ demand, failing which the provision of Section 2.4(b) shall apply. The Parties agree that RTI’s sole source provider designation shall in no way limit or modify RTI’s obligation under this Agreement to fulfill in a timely manner all Firm Orders for Implants submitted by Zimmer in accordance with Section 3.2 and subject to Section 3.3. For clarification purposes, the Parties further agree that the sole source provider designation shall not apply to (i) any (w) synthetic products and (x) xenograft products (other than those which are Implants), that are currently Distributed by Zimmer, and any improvements to these products, (ii) any synthetic or collagen based products that are intended to complement or expand ▇▇▇▇▇▇’▇ existing portfolio of products and do not compete directly with any Implant, (iii) any allograft or xenograft paste products, and (iv) any product Distributed by Zimmer currently or during the Term of this Agreement in the Field that is (y) currently Distributed by an Affiliate of Zimmer and any improvements to these products, or (z) intended to complement or expand the existing portfolio of products of an Affiliate of Zimmer. (b) In the event of a Supply Shortfall with respect to a category of Implants, Zimmer shall have the right to utilize Third Party suppliers for the purpose of filling its shortfall with respect to such category of Implants until such time as RTI has established, to RTI’s satisfaction and ▇▇▇▇▇▇’▇ satisfaction, which shall not be unreasonably withheld, RTI’s ability to meet and maintain for the foreseeable future, capacity sufficient to meet ▇▇▇▇▇▇’▇ demand for such category of Implants, but in no event less than one year (the “Supply Shortfall Period”). In addition, Zimmer shall have a reasonable period of no less than twelve (12) months following the Supply Shortfall Period during which to wind down its supply arrangement with any Third Party supplier utilized during the Supply Shortfall Period. ▇▇▇▇▇▇’▇ exercise of its rights under this Section during the Supply Shortfall Period will not reduce or eliminate RTI’s obligations to Zimmer with respect to, or the resulting consequences of, an Impeding Event in accordance with Sections 3.9 and 4.1 of this Agreement. (c) On or after January 1, 2016, nothing in this Agreement shall prohibit or limit Zimmer from developing internally or by or through a Third Party, substantially similar implants to those in Exhibit A for purposes of ▇▇▇▇▇▇’▇ continuity of supply upon expiration or termination of this Agreement.

Sole Source Provider. (a) RTI shall be ▇Z▇▇▇▇▇’▇ sole source provider for allograft-based tissue implants (i) comprised of the same material, (ii) having the same application, and (iii) *******, provided RTI has the capability or capacity to meet ▇Z▇▇▇▇▇’▇ demand, failing which the provision of Section 2.4(b) shall apply. The Parties agree that RTI’s sole source provider designation shall in no way limit or modify RTI’s obligation under this Agreement to fulfill in a timely manner all Firm Orders for Implants submitted by Zimmer in accordance with Section 3.2 and subject to Section 3.3. For clarification purposes, the Parties further agree that the sole source provider designation shall not apply to (i) any (w) synthetic products and (x) xenograft products (other than those which are Implants), that are currently Distributed by Zimmer, and any improvements to these products, (ii) any synthetic or collagen based products that are intended to complement or expand ▇Z▇▇▇▇▇’▇ existing portfolio of products and do not compete directly with any Implant, (iii) any allograft or xenograft paste products, and (iv) any product Distributed by Zimmer currently or during the Term of this Agreement in the Field that is (y) currently Distributed by an Affiliate of Zimmer and any improvements to these products, or (z) intended to complement or expand the existing portfolio of products of an Affiliate of Zimmer. (b) In the event of a Supply Shortfall with respect to a category of Implants, Zimmer shall have the right to utilize Third Party suppliers for the purpose of filling its shortfall with respect to such category of Implants until such time as RTI has established, to RTI’s satisfaction and ▇Z▇▇▇▇▇’▇ satisfaction, which shall not be unreasonably withheld, RTI’s ability to meet and maintain for the foreseeable future, capacity sufficient to meet ▇Z▇▇▇▇▇’▇ demand for such category of Implants, but in no event less than one year (the “Supply Shortfall Period”). In addition, Zimmer shall have a reasonable period of no less than twelve (12) months following the Supply Shortfall Period during which to wind down its supply arrangement with any Third Party supplier utilized during the Supply Shortfall Period. ▇Z▇▇▇▇▇’▇ exercise of its rights under this Section during the Supply Shortfall Period will not reduce or eliminate RTI’s obligations to Zimmer with respect to, or the resulting consequences of, an Impeding Event in accordance with Sections 3.9 and 4.1 of this Agreement. (c) On or after January 1, 2016, nothing in this Agreement shall prohibit or limit Zimmer from developing internally or by or through a Third Party, substantially similar implants to those in Exhibit A for purposes of ▇Z▇▇▇▇▇’▇ continuity of supply upon expiration or termination of this Agreement.