ACCESSORIES OF
CONTRACTUAL PRODUCTS BY APPLYING ALL OR A PART OF THE NEW EXCHANGE RATE UPON NOT
LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE TO PATTERSON.
(II)
SHOULD THE US DOLLAR APPRECIATE BY MORE THAN [*]% (I.E., GREATER THAN 1
EURO EQUALS [*] USD), SIRONA WILL CREDIT PATTERSON WITH [*]% OF THE INCREMENTAL
REVENUE, CALCULATED AS SET FORTH IN THE FOLLOWING SENTENCE. UPON OCCURRENCE OF
THE TRIGGER EVENT, INCREMENTAL REVENUE TO BE SO CREDITED WILL BE CALCULATED ON
THE DAY THAT CONTRACTUAL PRODUCTS THAT COUNT TOWARD THE MINIMUM PURCHASE
REQUIREMENT (AS DESCRIBED IN ITEM VI.D OF THIS AMENDMENT) ARE PAID FOR BY
PATTERSON, BY THE FORMULA: [*] MULTIPLIED BY ([*], LESS THE DOLLAR EXCHANGE RATE
LISTED AT NOON CET ON THE FRANKFURT CURRENCY EXCHANGE), MULTIPLIED BY THE PRICE
PAID FOR SUCH
CONTRACTUAL PRODUCTS.
6
CONFIDENTIAL TREATMENT REQUESTED
VIII.
TERMINATION OF THE AGREEMENT.
SECTIONS 17.2 (INCLUDING
SUBSECTIONS 17.2.1, 17.2.2 AND 17.2.3), 17.3 (INCLUDING SUBSECTIONS 17.3.1,
17.3.2 AND 17.3.3) AND 17.4 OF THE DISTRIBUTORSHIP AGREEMENT ARE DELETED IN
THEIR ENTIRETY AND ARE REPLACED BY THE FOLLOWING PROVISIONS:
A.
TERMINATION FOR CAUSE.
THE DISTRIBUTORSHIP AGREEMENT WILL
CONTINUE FOR ITS FULL TERM UNLESS IT IS EARLIER TERMINATED, AS FOLLOWS:
PATTERSON AND SIRONA MAY EACH TERMINATE THE DISTRIBUTORSHIP AGREEMENT (OR IT MAY
ELECT INSTEAD TO TERMINATE ONLY THE MUTUAL GRANTS OF EXCLUSIVITY DESCRIBED IN
ITEMS III.C AND D OF THIS AMENDMENT) UPON WRITTEN NOTICE TO THE OTHER WITH
IMMEDIATE EFFECT DUE TO THE FOLLOWING OCCURRING TO (OR IN THE CASE OF A MATERIAL
BREACH COMMITTED BY) THE OTHER PARTY:
1.
FORCE MAJEURE.
IF AN EVENT OF FORCE MAJEURE (DEFINED IN ITEM
XII.A),
OCCURS THAT HINDERS A PARTY'S PERFORMANCE UNDER THE AGREEMENT FOR MORE
THAN 6 MONTHS.
2.
BANKRUPTCY.
IF EITHER SIRONA OR PATTERSON BECOMES INSOLVENT,
FILES OR HAS FILED AGAINST IT A PETITION IN BANKRUPTCY, MAKES A GENERAL
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, HAS A RECEIVER OR TRUSTEE APPOINTED
FOR ITS BUSINESS, PROPERTIES OR ASSETS, AND SUCH PETITION, OTHER THAN A PETITION
FILED BY SIRONA OR PATTERSON, AS THE CASE MAY BE, OR APPOINTMENT HAS NOT BEEN
DISMISSED OR WITHDRAWN FOR 90 BUSINESS DAYS.
3.
MATERIAL BREACH.
IF SIRONA OR PATTERSON IS IN SERIOUS DEFAULT
OF A PAYMENT OBLIGATION (INCLUDING, WITHOUT LIMITATION, FAILURE TO PAY TIMELY AN
OBLIGATION MORE THAN 3 TIMES IN ANY SIRONA FISCAL YEAR), OR OTHERWISE MATERIALLY
BREACHES THE AGREEMENT. (A NON-PAYMENT MATERIAL BREACH IS ONE THAT (I) IS
ADVERSE TO THE ESSENTIAL BUSINESS VALUE OF THE AGREEMENT BECAUSE OF ITS SERIOUS
NATURE OR ITS REDUNDANCY, (II) BREACHES AN OBLIGATION OF CONFIDENTIALITY UNDER
THE DISTRIBUTORSHIP AGREEMENT, (III) INFRINGES THE OTHER PARTY'S INTELLECTUAL
PROPERTY, OR (IV) BREACHES AN OBLIGATION UNDER THE DISTRIBUTORSHIP AGREEMENT
WITH RESPECT TO THE OTHER PARTY'S TRADEMARKS OR OTHER INTELLECTUAL PROPERTY).
FOR NON-PAYMENT MATERIAL BREACHES, THE NON-BREACHING PARTY WILL GIVE NOTICE OF
BREACH TO THE BREACHING PARTY AND WILL PROVIDE 90 DAYS TO CURE THE BREACH IF THE
BREACH IS, IN FACT, CAPABLE OF BEING CURED WITHIN THAT PERIOD. CERTAIN ESSENTIAL
NON-PAYMENT MATERIAL BREACHES WILL BE DEEMED