NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TOA CONFIDENTIAL TREATMENT REQUEST AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS A PART OF THIS COMPANYS CONFIDENTIAL TREATMENT REQUEST.
SIDE LETTER AGREEMENT
EXCLUSIVE DISTRIBUTION AGREEMENT
This Side Letter Agreement to the Exclusive Distribution Agreement (this Side Letter Agreement) is entered into effective as of the last signature date hereto (the Side Letter Effective Date), by and between Biomet 3i, LLC (successor and assignee of Zimmer Dental, Inc.), a Florida limited liability company (Biomet 3i), and RTI Surgical, Inc. (formerly RTI Biologics, Inc.), a Delaware corporation (RTI).
A. Biomet 3i and RTI are parties to an Exclusive Distribution Agreement effective as of September 30, 2010, as amended pursuant to a First Agreement to Exclusive Distribution Agreement dated as of September 27, 2011; a Second Agreement to Exclusive Distribution Agreement dated as of January 15, 2014; a Third Agreement to Exclusive Distribution Agreement dated as of December 31, 2013; and a letter amendment dated December 30, 2013 (as amended, the Distribution Agreement).
B. Under the Distribution Agreement, and subject to such other terms and conditions of the Distribution Agreement as may be applicable, RTI is required to ship, at Biomet 3is expense, Implants to the Point of Destination designated by Biomet 3i in the applicable Firm Order. With respect to [****] shipped to any Point of Destination that is an end user destination (versus a Biomet 3i facility or a Biomet 3i Affiliates facility) located in [****] (such countries, collectively, the DS Territory, and such shipments, the Drop-Shipments), Biomet 3i agrees to compensate RTI for Drop-Shipments in the DS Territory, subject to and in accordance with the terms and conditions set forth in this Side Letter Agreement.
C. Unless otherwise defined herein, capitalized terms used in this Side Letter Agreement shall have the meanings given to them in the Distribution Agreement.
In consideration of the mutual covenants contained herein and in the Distribution Agreement, as well as other good and valuable consideration, the adequacy and sufficiency of such consideration being hereby agreed to and acknowledged, Biomet 3i and RTI hereby agree as follows:
(a) RTI shall (or shall cause its affiliate Tutogen Medical GmbH to) make Drop-Shipments of [****] to the Point of Destination designated by Biomet 3i (or Biomet 3i Affiliate) using carriers designated by Biomet 3i, in each case in accordance with the Distribution Agreement as supplemented by this Side Letter Agreement. RTI shall comply with Biomet 3is instructions concerning carrier arrangements for the Drop-Shipments,