Common use of Right of Offset; Loss of Exclusivity Clause in Contracts

Right of Offset; Loss of Exclusivity. Notwithstanding anything to the contrary in this Agreement, any shortage of minimum orders in one of the countries mentioned in Article 12.1 hereabove in any corresponding Country Year (year "Y") may be offset by an excess of orders and distribution in another one of such countries (however, such offsetting is possible only one time for each country, and the excess of one country can not be counted more than one time for the offset of another country). Otherwise, IMED would immediately and irrevocably lose its exclusive right regarding the Product and Accessories for such country concerned with immediate effect after written notice by DEBIOTECH. In the event of such an offset, IMED would have a limited further three (3) months period to order the shortage of Cassette and Pumps in the concerned country together with [CONFIDENTIAL TREATMENT REQUESTED] of the minimum Quantity of Cassette and/or Pumps for the next Country Year (Year "Y+1") in the same country (the "Minimum Order Cure Period"). In the event that IMED fails to meet the minimum order requirements for Pumps in any Country Year, following the expiration of the Minimum Order Cure Period and receipt of written notice thereof from DEBIOTECH, IMED would immediately and irrevocably lose its exclusive right under Article 12.2 regarding the Product and Accessories, and its exclusive rights under Article 2.1 and 4.3 hereof for the applicable country. In the event that IMED fails to meet the minimum order requirements for Cassettes in any Country Year, following the expiration of the Minimum Order Cure Period and receipt of written notice thereof from DEBIOTECH, IMED shall pay to DEBIOTECH a royalty on the Cassettes Sets (excluding the Cassette/Reservoir Module) sold in the applicable country, provided that IMED's overall Gross Margin on Products and Accessories exceeds [CONFIDENTIAL TREATMENT REQUESTED], in an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] of the amount, if any, by which IMED's Gross Margin on such Cassette Sets exceeds [CONFIDENTIAL TREATMENT REQUESTED]. Notwithstanding the foregoing, if IMED's failure to meet any minimum order requirement in any Country Year is due to the failure of DEBIOTECH to perform its obligations under the Agreement, then IMED shall be deemed to have satisfied such minimum order requirement for such Country Year. Furthermore, if IMED's failure to meet such minimum orders is due to a Supply Interruption, then the Parties shall discuss in good faith and agree on an appropriate reduction on minimum orders for Products and Accessories for the remainder of the five year period, which shall be reasonable under the circumstances. If IMED loses its exclusive right regarding the Product and Accessories in any country according to the provisions of this Article 12.2, DEBIOTECH would continue to supply IMED for this country on a non-exclusive basis according to the conditions set forth in Article 8 except that the price to IMED shall not be more than the price charged by DEBIOTECH to any other Distributor for the same Product and Accessories for the Field of Application in the same country of the Territory for corresponding order volumes and quality.