Common use of International Distribution Clause in Contracts

International Distribution. MSD’s agreement in Section 3.1(a) hereof to allow RTI to distribute Specialty Allografts and Bone Paste or other allograft tissue and bone paste products for use in the spine (hereinafter “Spinal Allograft Products”) in territories outside of the United States, Canada, and Puerto Rico (the “Exclusive Territory”), is specifically conditioned on the following conditions being met at all times: (i) Prior to any such distribution RTI must use commercially reasonable efforts to assure that no Spinal Allograft Products will be distributed to anyone who further distributes or intends to distribute such Spinal Allograft Products into the Exclusive Territory for spinal applications and if such Spinal Allograft Products are distributed by any party other than MSD in the Exclusive Territory for spinal applications then RTI will cease all distribution to that customer and immediately use its best efforts to enjoin such distribution and recover inventory from that distributor; (ii) Specialty Allografts and Bone Paste for MSD’s distribution shall receive priority with respect to donors, processing and manufacturing over any distribution by RTI or third parties, except for tissue suitable for Bone Paste to be distributed by Exactech; (iii) Marketing materials that reference BioCleanse will be provided to MSD concurrent with or prior to their distribution to the public; (iv) Distribution by RTI or any third party as allowed by this Section 3.1 (e) will not violate any MSD Intellectual Property Rights; and (v) RTI shall provide advance notice of RTI’s intent to distribute or the existence of any proposed agreement with distributors in any country in which MSD then has distribution of Spinal Allograft Products on a non-exclusive basis and in all cases RTI and MSD shall meet to address issues related to price, ownership of product registrations and trade names prior to the entry into any such agreement or RTI’s own distribution outside of the Exclusive Territory. In the event of any breach of the conditions of Sections 3.1(e)(i), (ii), (iv) or (v) hereof, RTI will immediately cease distribution of Spinal Allograft Products in any country outside of the Exclusive Territory related to such breach.

International Distribution. MSD’s agreement in Section 3.1(a) hereof to allow RTI to distribute the distribution of Specialty Allografts and Bone Paste or other allograft tissue and bone paste products for use in the spine (hereinafter “Spinal Allograft Products”) in territories outside of the United States, Canada, and Puerto Rico (the “Exclusive Territory”), Territory is specifically conditioned on the following conditions being met at all times:: [###] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) Prior to any such distribution RTI must use commercially reasonable efforts to assure that no Spinal Allograft Products Specialty Allografts will be distributed to anyone who further distributes or intends to distribute such Spinal Allograft Products Specialty Allografts into the Exclusive Territory for spinal applications and if such Spinal Allograft Products Specialty Allografts are distributed by any party other than MSD in the Exclusive Territory for spinal applications then RTI will cease all distribution to that customer and immediately use its best efforts to enjoin such distribution and recover inventory from that distributor; (ii) Specialty Allografts and Bone Paste for MSD’s distribution shall receive priority with respect to donors, processing and manufacturing over any distribution by RTI or third parties, except for tissue suitable for Bone Paste to be distributed by Exactech, which is subject to Section 3.4(e)(ii)(B); (iii) Marketing materials that reference BioCleanse will be provided to MSD concurrent with or prior to their distribution to the public; (iv) Distribution by RTI or any third party as allowed by this Section 3.1 (e3.1(e) will not violate any MSD Intellectual Property Rights; and (v) RTI shall provide advance notice of RTI’s intent to distribute or the existence of any proposed agreement with distributors in any country in which MSD then has distribution of Spinal Allograft Products Specialty Allografts on a non-exclusive basis and in all cases RTI and MSD shall meet to address issues related to price, ownership of product registrations and trade names prior to the entry into any such agreement or RTI’s own distribution outside of the Exclusive Territory. In the event of any breach of the conditions of Sections 3.1(e)(i), (ii), (iv) or (v) hereof, RTI will immediately cease distribution of Spinal Allograft Products Specialty Allografts in any country outside of the Exclusive Territory related to such breach.