Sixth Amendment to the Exclusive Distribution Agreement, dated October 24, 2024, by and among Teoxane SA and Revance Therapeutics, Inc

Projected Net Sales shall mean the amounts set out in the Business Forecasts as estimated Net Sales (as defined under Clause 1(ddd)) for the relevant Contract Year in accordance with Clause 8.1.”

No later than one (1) month prior to the expiration of the Fifth Contract Year and on each subsequent anniversary date thereof, the Distributor shall provide the Supplier a new business forecast (the New Business Forecast) covering the subsequent Contract Years using the table provided in Annex 8.1(b). The table in Annex 8.1(b) will be updated by the Distributor within ten (10) Business Days following the end of a quarter for the existing Contract Year.”

In all its marketing and communication with respect to the Products, the Distributor shall clearly state that it acts as an independent distributor of the Products and does not act on behalf of the Supplier. In any press releases and other public communications on the Products, the Distributor shall mention the Supplier prominently in such communication as the technology owner and manufacturer of the Products, using the following language: ‘RHA® Collection, manufactured in Switzerland by Teoxane SA’ or ‘RHA® Collection is a Swiss innovation from Teoxane SA’.”

The Distributor shall adhere to and comply with all of the Supplier’s copyrights and with the Supplier’s brand guidelines and master brand attached hereto as Annex 8.2.2(d), as may be amended from time to time by the Supplier and notified to the Distributor, in each case to the extent consistent with applicable laws and regulations (collectively Brand Guidelines). In the event the Supplier amends the Brand Guidelines, the Distributor shall have a reasonable period of no more than ninety (90) days to update its promotional and sales materials to implement such changes; provided that the Supplier shall inform the Distributor of any planned upcoming changes to the Brand Guidelines.

The Supplier will consider, in good faith, reasonable requests from the Distributor to introduce variations to the Brand Guidelines in light of differences in aesthetic and medical practice between the Territory market and other markets, provided that in case of disagreement between the Parties, the Supplier shall have the final decision.

Any and all trainings and/or any educational program organized by the Distributor in connection with any Product will use the tools and documentation provided by the Supplier as the foundation for the creation of training materials and comply with the Brand Guidelines, and shall ensure compliance with applicable laws and regulations at all times. To the extent that the Supplier has concerns about the tools and training materials that the Distributor is using, such concerns will be brought to the Medical Education Task Force to reach an adequate resolution. Existing training material, its potential phase out and the adoption of new material will be communicated to the Medical Education Task Force established as described in Clauses 8.4(d)(ii).

Remaining Contract Year Period shall mean, for any date of determination, the number of months beginning as of the month of such date of determination through December of that Contract Year.

Subsequent Contract Year Period shall mean twelve (12) months minus the Remaining Contract Year Period.

Rolling 12 Month Calculation shall mean, for the end of any given month, the sum of (i) the Take Portion for the current Contract Year divided by twelve (12) multiplied by the Remaining Contract Year Period and (ii) the Take Portion of the subsequent Contract Year divided by twelve (12) multiplied by the Subsequent Contract Year Period; provided that for the purpose of calculating the Rolling 12 Month Calculation, the Take Portion for the 2029 Contract Year shall be [*].”

The Distributor shall be responsible for creating and maintaining a sufficient stock of Products in order to limit any short term interruption, discontinuance or limitation of supply of any kind in the Territory (the Buffer Stock).

It is agreed between the Parties that [*] Products representing a Purchase Price value of [*] which are in the inventory of the Distributor on December 31, 2024 shall not be taken into consideration for the purpose of calculating the Buffer Stock during the 6^th Contract Year and shall be sold in priority during the 6^th Contract Year. For clarity, this excess Buffer Stock (the 2024 Excess Buffer Stock) refers to the quantity of Product, as opposed to specific units of Product, as Product is expected to be sold on a “first in first out” basis.

No later than ten (10) Business Days after the end of each month, the Distributor will provide the Supplier with the levels of the Buffer Stock of Products by SKU on the last day of the month according to Annex 9.8(g). While such report is provided on a SKU-by-SKU basis, the Parties agree that the minimum and maximum Buffer Stock requirements under Clause 9.8(c), (d) and (e) are based on the quantity of Products in the aggregate across all SKUs. If the Supplier requests clarifications on the levels of Buffer Stock reported by the Distributor, the Distributor will send the detailed calculations to the Supplier within ten (10) Business Days.”

As from the [*] Contract Year, the Distributor shall purchase Products from the Supplier and compensate the Supplier for a total minimum value set out below (the Subsequent Minimum Purchase Commitment). The Subsequent Minimum Purchase Commitment for each Contract Year shall consist of (i) a minimum value of Products actually to be purchased by the Distributor set out below and under Clause 9.13.2(b) (the Take Portion); and (ii) an additional amount to be paid by the Purchaser to the Supplier set out below and under Clause 9.13.2(b) (the Pay Portion).

For the [*] Contract Year, the Take Portion is equal to [*] less the Purchase Price value of the Buffer Stock as at December 31, 2028. The Pay Portion for the [*] Contract Year is equal to [*] less the Take Portion of the [*] Contract Year as calculated pursuant to this Clause 9.13.2(b).

In each Contract Year, the Distributor shall purchase delivered and invoiced Products of a total value corresponding to the Take Portion for that year.

In each Contract Year, once the Take Portion for the applicable Contract Year has been satisfied (and with respect to the [*] Contract Year, the [*] Excess Buffer Stock has been exhausted), then any subsequent purchases of Product will be credited against the Pay Portion for that Contract Year.

Within thirty (30) days after the end of each Contract Year, the Distributor shall pay to the Supplier any remaining amounts due under the Pay Portion for that Contract Year. The following conditions shall apply:

For clarity, [*] for the purpose of determining the Subsequent Minimum Purchase Commitment or the Take Portion.”

Without prejudice to any other rights or remedies provided under this Agreement, either Party has the right, but not the obligation, to terminate this Agreement immediately upon written notice served to the other Party in writing if the other Party (the Breaching Party) has materially breached its obligations under this Agreement, and the Breaching Party has not cured such material breach within (i) sixty (60) calendar days of receipt of a written notice of such breach by the nonbreaching Party to remedy such breach, or (ii) thirty (30) calendar days calendar days in case of a written notice for (A) any nonpayment of an amount due under this Agreement; (B) any failure by the Distributor to provide the New Business Forecast pursuant to Clause 8.1(b); (C) any failure by the Distributor to deliver the monthly Buffer Stock reports or detailed calculations pursuant to Clause 9.8(g); or (D) any failure by the Distributor to deliver the monthly sales reports pursuant to Clause 17(c).”

the failure to pay any due payments under Clause 3 (Down Payment), Clause 5.3 (Clinical Trial Costs), Clause 9.9 (Purchase Price), Clause 9.10 (Not-For-Sale Products) and 9.13.2 (Pay Portion).

the Distributor fails to meet for a Contract Year, the Subsequent Minimum Purchase Commitment, or the Take Portion, due to other reasons than a breach by the Supplier of this Agreement that caused the non-achievement of the applicable Subsequent Minimum Purchase Commitment or Take Portion;”

the failure to prominently mention the Supplier, in any Distributor press releases and other similar public communications on the Products, as the owner and manufacturer of the Products, using the phrase ‘RHA® Collection, manufactured in Switzerland by Teoxane SA’ or ‘RHA® Collection is a Swiss innovation from Teoxane SA’ as set forth in Clause 8.2.2(c) (for clarity, any such failure may be cured by issuance of a corrective press release or other similar public communication that prominently mentions Supplier in accordance with Clause 8.2.2.(c));

the Distributor’s material failure to adhere to and comply with Supplier IPR and the Brand Guidelines, unless expressly agreed to by Teoxane;

the Distributor’s failure to deliver the monthly Buffer Stock reports or detailed calculations pursuant to Clause 9.8(g); or

the Distributor’s failure to deliver the monthly sales reports pursuant to Clause 17(c).”

the Supplier shall have an exclusive option, by delivery of written notice to the Distributor no later than fifteen (15) calendar days before the Termination Date to elect to purchase, and, if such option is exercised, the Distributor will sell to the Supplier, all or part of its stock of Products and the Samples Products (except Products or Not-For-Sale Products for which the Distributor has firm customer orders at the time of termination that have been validly accepted by the Supplier) within thirty (30) calendar days of its receipt of such election notice (subject to such products being in commercially saleable condition), at their original effective selling price (paid by the Distributor to the Supplier) or their then current value (whichever is the lower). In the event that the termination is caused by a breach, default, act or omission of a given Party, such Party shall be solely responsible for all transportation costs and any importation taxes and duties for the delivery of the purchased inventory back to the Supplier or the Supplier’s designee. If the Supplier elects not to exercise this option, or only purchases part of the Distributor’s stock of products, the Distributor shall be authorised to sell its remaining stock of Products in accordance with the terms of this Agreement during a period of three (3) months after the Termination Date provided that such products being in commercially saleable condition, in compliance with any regulatory obligations and not infringing upon any third party’s Intellectual Property Rights (including but not limited to any rights and obligations under the Allergan Agreement). At the end of the three (3) months period, the Distributor shall destroy any remaining stock of Products and its chief financial officer shall certify such completed destruction in writing.”

During the Term, within ten (10) days from the end of each month, the Distributor shall provide the Supplier with a written report setting forth, for such preceding month, the amount of gross sales in the Territory of Products per SKU, and the corresponding number of units of Products per SKU sold using the table provided in Annex 17(c).”

Any written notice with regard to this Agreement shall be delivered by in writing, email or courier (e.g., post, FedEx, UPS) to the following addresses:

This Sixth Amendment Agreement shall for all purposes be governed by and interpreted in accordance with the laws of Switzerland, without giving effect to conflicts of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Sixth Amendment Agreement.

Any dispute arising from or relating to this Sixth Amendment Agreement shall be submitted to final and binding arbitration in accordance with Clause 19.10(b) to Clause 19.10(e) of the Exclusive Distribution Agreement.