EXHIBIT 10.3
DISTRIBUTORSHIP AGREEMENT
BETWEEN
REGEN BIOLOGICS, INC.
AND
ALLO PRO AG
TABLE OF CONTENTS
i
Page
ARTICLE 1
DEFINITIONS
1
1.1 “ReGen Territory”
1
1.2 “Allo Pro Territory”
1
1.3 “CMI Product”
1
1.4 “Net Sales Price
1
ARTICLE 2
APPOINTMENT OF EXCLUSIVE DISTRIBUTORSHIP
2
2.1 Distributorship
2
2.2 Sub-Distributors
2
2.3 Right of First Negotiation for the ReGen Territory
2
2.4 Non-Compete
2
2.5 Non-Compete of Affiliated Companies
2
ARTICLE 3
FINAL DEVELOPMENT AND COMMERCIALIZATION OF THE
CMI PRODUCT
3
3.1 Development Responsibilities
3
3.2 Annual Plan and Budget; Reports
3
3.3 Funding of Costs
3
3.4 Clinical Trials Supply
3
3.5 Applicability of this Article
3
3.6 Publications
3
3.7 Government Approvals; Registrations
4
ARTICLE 4
SECOND GENERATION CMI PRODUCT
4
ARTICLE 5
COMMERCIAL SUPPLY OF CMI PRODUCT; PRICES; TERMS OF
PAYMENT
4
5.1 Commercial Supply
4
5.4 Sales Milestones Payments
5
5.5 Initial Suggested Price of CMI Product
5
5.6 Suggested Price of CMI Product
5
5.7 Reports on CMI Product Sales
6
5.8 Purchase Orders; Payments
6
5.9 Point of Delivery
6
5.10 Passing of Title and Risk of Loss
6
5.11 Warranty
6
TABLE OF CONTENTS
(continued)
ii
Page
ARTICLE 6
DISTRIBUTION AND MARKETING OF CMI PRODUCT
7
6.1 Marketing Diligence
7
6.2 Other Promotion and Marketing Obligations
7
6.3 Reimbursement for Expenses
8
ARTICLE 7
PROCEDURE FOR PAYMENTS; RECORDS; AUDIT
8
7.1 Manner and Place of Payment
8
7.2 Records and Audit of Sales and Expenses
8
ARTICLE 8
REGULATORY MATTERS
9
8.1 Regulatory Complian