Exhibit 10.11


 


AGREEMENT


 


This
agreement (“Agreement”) is made as of the 1st day of January 2010,
by and between Osteotech, Inc., a Delaware corporation with offices at 51
James Way, Eatontown, NJ 07724 (“OTI”) and BioHorizons Implant Systems, inc., a
corporation with offices at 2300 Riverchase Center, Birmingham, Alabama 35244 (“BioHorizons”).


 


WHEREAS,
OTI and BioHorizons are parties (collectively the “Parties”) to a certain
agreement dated January 1, 2006, which expired on December 31, 2009;
and


 


WHEREAS,
the Parties wish to enter into a new Agreement; and


 


NOW,
THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein and for all other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the Parties hereby agree as
follows:


 


ARTICLE I


 


CERTAIN DEFINITIONS


 


1.1           Description of Products.  Exhibit A hereto, as the same may be
amended from time to time by mutual agreement of the Parties, set forth a list
of the allograft bone products which OTI is currently processing (the “Products”).


 


1.2           Description of the Market.  The “Dental Market” referred to in this
Agreement is the market consisting or oral surgeons, periodontists, implantologists
and the general dental community other than hospitals.


 


1.3           Description of the Territory.  The exclusivity granted to BioHorizons under
this Agreement shall be limited to the Dental Market in the fifty states of the
United States of America, the District of Columbia, and the possessions and
territories of the United States.  Sales
or Distribution of products defined in Exhibit A, outside of the defined
areas described above, is not permitted without the express written consent of
OTI.


 


ARTICLE II


 


EXCLUSIVITY ARRANGEMENT


 


2.1           Exclusivity.  OTI hereby agrees to sell the Products
exclusively to BioHorizons in the Territory for resale to the Dental Market in
the Territory for the term of this Agreement provided BioHorizons purchases the
minimum quota of such Products set forth in Exhibit B hereto and is
otherwise in compliance with the terms and conditions hereof.  In partial consideration thereof, BioHorizons
will take all such actions as may be commercially necessary to promote, market,
and sell the Products, including by way of example and not limitation,


 


Portions
of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Registrant’s application requesting
confidential treatment pursuant to Rule 406 of the Securities Act of 1933,
as amended.


 


1

















 


maintaining the necessary sales force and offices necessary to do so,
promptly handling all inquiries from customers and potential customers, and
attending at its own expense such seminars as OTI may reasonably suggest.


 


2.2           Price.  The prices at which OTI agrees to sell each
of the Products to BioHorizons during the term of this exclusive arrangement
are set forth in Exhibit A hereto. Such prices shall be [***], the risk of
loss will pass to BioHorizons upon [***], and (subject to the proviso in the
next paragraph) such sales shall be considered complete [***].  OTI shall announce to DISTRIBUTOR in writing
annual changes in prices each year by [***] to become effective on [***] of the
succeeding year.  Notice of other changes
to prices shall be in writing, given to DISTRIBUTOR at least [***] ([***])
calendar days in advance of their effective date.  OTI agrees to accept and honor at the
prevailing price all orders that are placed by BioHorizons in writing and
accepted in writing by OTI at least [***] ([***]) Business Days prior to the
effective date of any price changes. At the time of the announcement of any
price changes. OTI will issue an amended Exhibit A.


 


2.3           Quality Assurance; Return of Non-Qualifying
Products. 
BioHorizons agrees to inspect all Products promptly upon their arrival
at its facilities and to notify Osteotech ion writing of any discrepancies or
quality control issues of which it becomes aware. Such written notification
must be given to Osteotech no later than [***] ([***]) days after BioHorizons
receipt of any Products.  If Osteotech
concludes in its reasonable determination that a discrepancy or quality control
issue has indeed occurred, it will issue a return authorization (“Return
Authorization”) to BioHorizons, replace any nonconforming Products, and use its
commercially reasonable efforts to resolve any quality control issues.  Promptly upon its receipt of the Return
Authorization with respect to a given shipment of Products (but not more than
[***] ([***]) days thereafter) BioHorizons shall return the nonconforming
Products to Osteotech at Osteotech’s cost) and Osteotech will, at Osteotech’s
option, either (i) replace or (ii) provide a credit to BioHorizons
for the same.  No Products will be
replaced by Osteotech, and no credit will be issued, for any Products in the
absence of a Return Authorization therefor or in cases of a Product recall initiated
by Osteotech or the US Food and Drug Administration, other than as a
consequence of an act or omission of BioHorizons, in which case Osteotech will
issue a refund or credit to BioHorizons, as appropriate.


 


ARTICLE III


 


3.1           Good Faith Efforts.  BioHorizons agrees to promote the Products to
the dental Market in the Territory such that the demand therefor shall be
sufficient to enable BioHorizons to meet the minimum purchase quota
requirements set forth on Exhibit D hereto.  BioHorizons acknowledges that its failure to
do so, and/or its failure to meet such minimum quotas, shall give rise to the
remedies set forth elsewhere in this Agreement.


 


3.2           Purchase Orders.


 


(a)           BioHorizons shall from time to time prepare and
submit to OTI purchase orders stating the number and category of Products that it
wishes to purchase.  Such purchase


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


2

















 


orders
shall be in writing and shall constitute binding commitments to accept the
number and category of Products stated therein, in accordance with the terms
and conditions of this Agreement. 
BioHorizons may cancel a purchase order only with the prior written
approval of OTI.


 


(b)           BioHorizons shall distribute only Products purchased
directly from OTI or any entity designated in advance by OTI in writing;


 


3.3           Response to Purchase Orders.  As soon as practicable after its receipt of a
purchase order from BioHorizons submitted in accordance with the terms hereof,
OTI shall accept such purchase order unless it determines it cannot reasonably
ship the quantities called for in the purchase order.  If OTI does not accept purchase order in
whole or part, it will provide BioHorizons with written notice as to the
portion (if any) of such purchase order it will accept. BioHorizons will in
such event obtain from OTI the amount of available Products.  BioHorizons agrees that, absent OTI’s express
written acceptance thereof, terms and conditions contained in any purchase
order issued by BioHorizons for Products, other than the number and category of
Products ordered, shall not be binding on OTI to the extent such terms and
conditions are material and either additional or inconsistent with those
contained in this Agreement.  BioHorizons
must place at least [***] corresponding to the amount of Product covered by the
next calendar quarter minimum purchase requirement or forecast.


 


3.4           Payments.  Payment by BioHorizons with respect to
purchase orders will be made pursuant to OTI’s announced terms and conditions
thereof, pursuant to invoices issued by OTI, [***] ([***]) days, with late
payments bearing interest at the lesser of [***] percent ([***]%) [***] or the
highest rate permitted under applicable law.


 


ARTICLE IV


 


EXPRESS WARRANTY; EXCLUSION OF OTHER WARRANTIES


 


4.1           Express Warranty.  Subject to the terms and conditions of this
Agreement, Osteotech warrants that the Products, when and as delivered to
[***], will conform in all material respects to the published specifications
therefor.  All claims and remedies for a
breach of this warranty are limited in the manner set forth in this
Agreement.  The sole and exclusive remedy
of BioHorizons, as well as of any customer of BioHorizons to whom BioHorizons
sells any of the Products, to the extent such limitation is permitted by
applicable law, are those set forth in Section 3.3 and 5.2 (b) hereof.  Should remedies fail of their essential
purpose, then Osteotech may refund to the person in question the amounts paid
by it for the Products failing to satisfy this warranty, and such refund shall
be the sole and exclusive remedy for such person with respect hereto.


 


4.2           Exclusion of Other Warranties.  The warranty stated in section 5.1 is
Osteotech’s sole and exclusive warranty pertaining to the products, and
Osteotech hereby disclaims all other warranties, express or implied warranties
of merchantability and fitness for a particular purpose.   In no event shall Osteotech be liable to
BioHorizons or any of its customers, successors or assigns, or any other
person, for any indirect, special, or consequential damages, including


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


3

















 


(without limitation) lost profits, costs of delay, any failure of
delivery, costs of lost or damaged products, or liabilities to third parties
arising from any source.


 


ARTICLE V


 


TRADEMARKS: MARKING OF PRODUCTS


 


5.1           Limited License.  BioHorizons may use and display the
trademarks of OTI to identify and market the Products only on marketing
materials supplied by OTI or approved by OTI prior to their use.  In each case, BioHorizons will comply with
OTI trademark advertising guidelines and/or other instructions with respect to
such use.  No other use of OTI’s
trademarks is authorized.


 


ARTICLE VI


 


COMPETITIVE PRODUCTS


 


6.1           Commitment.  So long as this Agreement remains in effect
and for [***] ([***]) [***] thereafter, BioHorizons shall not distribute, sell
or act as an agent or representative of any person or entity whose products or
services compete directly with the Allograft Products Osteotech offers in the
territory as defined in Section 1.3.


 


ARTICLE VII


 


CONFIDENTIALITY


 


7.1           Confidential Information.  Each f the Parties hereby acknowledges that
in the course of performing its obligations hereunder, the other party may
disclose to it certain information and know-how of a technical, financial,
operational, or other sort, which the disclosing party has identified as such
that is non-public and otherwise proprietary or confidential to the disclosing
party.  Each party acknowledges that any
such proprietary or confidential information disclosed to it is of considerate
commercial value and that the disclosing party would likely be economically or
otherwise disadvantaged or harmed by the direct or indirect disclosure thereof,
except as specifically authorized by the disclosing party.  Each party therefore agrees to keep in strict
confidence and trust all such information that may from time to time be
disclosed to it, and agrees not to disclose such information to any third party
for any purpose without the prior consent of the other.  Each of the Parties agrees that because of
the extraordinary nature of such information the disclosing party’s breach or
threatened breach of its nondisclosure obligation, and that the disclosing
party would suffer irreparable injury and damage as a result of any such
breach.  Accordingly, in the event either
party breaches or threatens to breach the obligations of confidentiality set
forth in this section, in addition to and not in lieu of any legal or other
remedies such party may pursue hereunder or under applicable law, each party
hereby consents to the granting of equitable relief against it by a court of
competent jurisdiction, without the necessity of proving actual damages or
posting any bond or other security thereof, prohibiting any such breach or
threatened breach in any proceeding upon a motion for such equitable relief, a
party’s ability to answer in damages shall not be a bar, and 


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


4

















 


shall not be interposed as a defense, to the granting of such equitable
relief.  The provisions of this section
shall survive the termination of this Agreement for any reason.  The provisions of this section shall not
apply to any information identified as confidential if and to the extent it was
(i) independently developed by the receiving party after Closing as
evidenced by documentation in such party’s possession, (ii) lawfully
received by it free of restrictions from another source having the right to
furnish the same or (iii) generally known or available to the public
without breach of this Agreement by the receiving party.


 


ARTICLE VIII


 


TERM AND TERMINATION; EVENTS OF DEFAULT


 


8.1           Term.  This Agreement shall be effective as of the
date first set forth above and shall continue in force and effect for a period
of three (3) years, unless extended or terminated pursuant to the
provisions of this Agreement.


 


8.2           Extensions.  This Agreement shall automatically renew in
successive one (1) year increments without further action by either party
unless one of the Parties gives notice to the other to the contrary no later
than ninety (90) days prior to the expiration of any period in which this
Agreement is in effect, and provided further that BioHorizons is in compliance
with all its undertakings hereunder at the time of any such extension.


 


8.3           Events of Default; Remedies Upon Default.  (a)  It shall be considered an event of
default under this Agreement (an “event of Default”) if:


 


(i)              BioHorizons fails to
purchase in any applicable year the required minimum purchase of Products for
Osteotech as defined in the Agreement.


 


(ii)             BioHorizons does not meet or
exceed its annual purchase requirements, as shown in Exhibit; Osteotech will
have the right to terminate this Agreement with 60 days written notice.


 


(iii)            either party commits an act
of bankruptcy or becomes the subject of any proceeding under the Bankruptcy
Code or any state bankruptcy laws, or becomes insolvent, or if any substantial
part of its property becomes subject to any levy, seizure, assignment or
application for sale which shall not have been dismissed within thirty (30)
day.


 


(iv)            either party breaches any
material term or condition of this Agreement and fails to cure such breach
within thirty (30) days after being given written notice of such breach or
failure by the other, except that the notice and cure period will be sixty (60)
days for breaches covered in section 8.3 (a)


 


8.4           Effect of Termination.


 


(a)           On the occurrence of an Event of Default by
BioHorizons under section 8.3 (a)(i) hereof, OTI may, at its option and
upon sixty (60) days written notice to BioHorizons either (i) terminate
this Agreement in its entirety, (ii) convert BioHorizons exclusive rights 


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


5

















 


hereunder
to non-exclusive rights, thereby permitting OTI to provide the Products to the
Dental Market in the Territory to other parties, or (iii) convert
BioHorizons’ rights to purchase Products at discounted prices set forth on Exhibit A
into a right to purchase such Products at prices and on terms and conditions
OTI may announce from time to time; in the event OTI chooses alternatives (ii) or
(iii) all other terms of this Agreement, and this Agreement as a whole,
shall remain in full force and effect as thereby amended.


 


(b)           On the occurrence of an Event of Default under
section 8.3(a)(ii), the non-defaulting party shall have the right to terminate
this Agreement on notice to the defaulting party.


 


(c)           On the occurrence of an Event of Default under
8.3(a)(iii), the non-breaching party may, but shall not be obligated to,
terminate this Agreement on written notice to the other.


 


ARTICLE IX


 


SURVIVAL


 


9.1           Survival.  Notwithstanding the termination of this
Agreement for any reason, Sections 4.1, 4.2, 7.1, 9, 10, 11.3, 11.4, and 11.13
shall survive such termination and remain in full force and effect for five (5) years
from the date of termination.


 


ARTICLE X


 


IDEMNIFICATION


 


10.1         Indemnification.  BioHorizons and OTI will each indemnify,
defend and hold harmless the other party and its directors, officers,
employees, agents and representatives from any and all loss, cost, damages and
expense (including court costs and attorneys’ fees) arising in connection with
third party claims or government investigations or prosecutions directly
arising from or based on (i) any actual or alleged wrongful or negligent
act or omission by such indemnifying party, and (iii) any breach by such
indemnifying party of this Agreement.


 


10.2         Limitation on Liability.  Notwithstanding any provision to the contrary
contained herein, the indemnifying party shall not be liable to the indemnified
party or any other party for any indirect, special, exemplary, consequential or
punitive damages or lost profits.


 


ARTICLE XI


 


MISCELLANOUS


 


11.1         Remedies Cumulative.  The remedies provided by this Agreement are
not intended to be exclusive.  Each shall
be cumulative and shall be in addition to all other remedies available to
either party under law or equity.


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


6

















 


11.2         Further Assurances.  Each party agrees to execute, acknowledge,
file and record such further documents, and do such further acts and things as
may be required hereunder or as shall be reasonably necessary to carry out the
intent and purposes of this Agreement.


 


11.3         Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of New Jersey without regard to the laws
of any other jurisdiction that might be applied because of its conflicts of law
principles.


 


11.4         Entire Agreement; No Third-Party Beneficiaries.  This Agreement and its Exhibits together
constitute the complete understanding and agreement of the Parties with respect
to the subject matter hereof, and supersede all prior communications with
respect thereto.  They may not be
modified, amended or in any way altered, except in writing signed by both
Parties.  No agent of any party hereto is
authorized to make any representation, promise or warranty inconsistent with
the terms hereof.  This Agreement shall
be binding upon and shall inure solely to the benefit of the Parties and their
respective successors and permitted assigns, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
legal or equitable right or benefit of any nature under or by reason of this
Agreement.


 


11.5         Captions.  Captions used herein are for convenience or
reference only, and shall not be used in the construction or interpretation
hereof.


 


11.6         Counterparts.  This Agreement may be executed in
counterparts, all of which together shall be deemed one and the same Agreement.


 


11.7         Parties Independent Contractors.  The Parties to this Agreement are and shall
remain independent contractors, and nothing herein shall be construed to create
a partnership or joint venture between them, and neither shall have the power
or authority to bind or obligate the other in any manner not expressly set forth
herein.  No employee or agent or
BioHorizons is authorized to make any claims or representations or provide any
warranties, express or implied, with respect to the Products not contained in
the written materials supplied by OTI to BioHorizons hereunder.


 


11.8         Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby unless either OTI or BioHorizons shall, in its
reasonable determination, conclude that it shall be materially prejudiced
thereby, in which case it may terminate this Agreement on thirty (30) days
written notice to the other Parties hereto.


 


11.9         No Waiver.  No term or provision hereof shall be deemed
waived and no breach excused unless such waiver or consent shall be in writing
and signed by the party claimed to have waived or consented.  Any consent by any party to, or waiver of, a
breach by the other, whether express or implied, shall not constitute a consent
to, waiver of, or excuse for any other different or subsequent breach.


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities
Act of 1933, as amended.


 


7

















 


11.10       Assignment.  Except as otherwise provided herein, this
Agreement may not be transferred or assigned by BioHorizons to any person
without OTI’s prior written consent at OTI’s sole discretion.  Any attempt to do so shall be null and void.


 


11.11       Force Majure.  In the event either party’s performance is
delayed, prevented, obstructed or inhibited because of any Act of God, fire,
casualty, delay or disruption in transportation, flood, war, strike or any
other act beyond its reasonable control, such party’s performance shall be
excused and the time for performance extended for the period of delay or
inability to perform resulting from such occurrence.  The occurrence of such an event shall not
constitute an Event of Default hereunder.


 


11.12       Notices.  All notices, requests or communications
required hereunder shall be in writing and shall be deemed to have been duly
given (i) upon delivery, if delivered personally against written receipt (ii) three
(3) days after posting, by certified mail, postage prepaid, return receipt
requested, (iii) upon confirmed receipt, if delivered by telecopier or (iv) the
next day, if delivered by a recognized overnight commercial courier, such as
Federal Express or UPS, addressed in each instance to the Parties at the
following addresses (or at such other addresses as shall be given by either of
Parties to the other in accordance with this section):


 


If
to OTI:


 


Osteotech, Inc.


51
James Way


Eatontown,
NJ  07724


Attn:  Legal Dept.


 


If
to BioHorizons:


 


BioHorizons
Implant Systems, Inc.


2300
Riverchase Center


Birmingham,
AL 35243


 


11.13       No Presumption Against Drafting Party.  Each party acknowledges that it has been
represented by counsel in connection with this Agreement and the transactions
contemplated hereby. Accordingly, any rule of law or legal decision that
would require interpretation of any claimed ambiguities against the drafting
party has no application and is expressly waived.


 


(Signature page to follow )


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


8














 


IN
WITNESS WHEREOF, each party has caused this Agreement to be duly executed on
its behalf by its duly authorized representative as of the date first written
above.


 


	
  OSTEOTECH, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /S/ Sam Owusu-Akyaw

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Sam Owusu-Akyaw

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BIOGHORIZONS IMPLANT
  SYSTEMS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /S/ R. Steven Boggan

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  R. Steven Boggan

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  



 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


9

















 


EXHIBIT A


 


2010 PRODUCT AND PRICING


 


	
  Product
  Code

  	
   

  	
  Grafton® DBM Description

  	
   

  	
  Suggested

  End User

  Fees

  	
   

  	
  2010

  BioHorizons

  Pricing

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
   [***]

  	
   

  	
  $

  	
   [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
   [***]

  	
   

  	
  $

  	
   [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
   [***]

  	
   

  	
  $

  	
   [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  $

  	
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  $

  	
   [***]

  	
   

  
	
  [***]

  	
   

  	
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  $

  	
   [***]

  	
   

  
	
  [***]

  	
   

  	
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   [***]

  	
   

  	
  $

  	
   [***]

  	
   

  



 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


10

















 


EXHIBIT B


 


MINIMUM INVENTORY PURCHASE TARGETS AND REQUIREMENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  Total

  	
   

  
	
  US Market Year 2010*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grafton®  

  	
   

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  MinerOssä

  	
   

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  2,940,000

  	
   

  



 






*No
more than 5% variance allowed per quarter in Minimum Purchase Requirement
target.  Any deficit to minimum quarterly
purchase requirement target must be made up such that total annual minimum
purchase requirement is attained for 2010.


 


US
Market - Years 2011-2012


 


2011


 


·      15% growth over 2010 actual
Minimum Inventory Purchase Requirement of $2,940,000 for 2011 Minimum Inventory
Purchase Minimum of $3,381,000


 


2012


 


·      10% growth over 2011 actual
Minimum Inventory Purchase Requirement of $3,881,000 for 2011 Minimum Inventory
Purchase Minimum of $3,719,100


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrant’s
application requesting confidential treatment pursuant to Rule 406 of the
Securities Act of 1933, as amended.


 


11