definiens: means any allograft reasonably anticipated to be used primarily for spinal procedures ; provided thatthe term shall not include ( i ) Non - exclusive Specialty Allografts, ( ii ) allografts listed in the RTI catalogueattached hereto as Schedule 5.7, ( iii ) Bone Paste or ( iv ) any allograft whose rights to manufacture or distribute are acquired byRTI from a third party engaged in the processing of spinal allografts pursuant to a bona fide arms - length acquisition or mergertransaction closing after the Fourth Amendment Effective Date and involving up - front consideration payable by RTI having afair market value in excess of [ * * * ] ; and provided that such spinal allografts are marketed in the U.S. during the six monthperiod preceding the acquisition or merger transaction and have an annualized rate of distribution fees in excess of [ * * * ] )