FIRST REFUSAL
TERMS. IF SIRONA DOES NOT COMMENCE SUCH DISTRIBUTION, ITSELF OR WITH SUCH
THIRD-PARTY WITHIN THE 180-DAY PERIOD IMMEDIATELY AFTER THE EXPIRATION OF THE
FIRST REFUSAL OFFER PERIOD, THEN THE DISTRIBUTION OF SUCH PRODUCTS IN THE
TERRITORY WILL AGAIN BECOME SUBJECT TO PATTERSON'S RIGHT OF FIRST OFFER AS SET
FORTH IN THIS ITEM III.A.
4.
TIME WILL BE OF THE ESSENCE WITH RESPECT TO ALL TIME PERIODS SET
FORTH IN THIS ITEM III.A.
Annex 1 to the Distributorship Agreement, as amended, is deleted in its
entirety.
From time to time upon Patterson's request, Sirona will deliver a
list of the then-current Contractual Products.
B.
THE "TERRITORY" COVERED BY THE DISTRIBUTORSHIP AGREEMENT WILL BE
THE UNITED STATES OF AMERICA INCLUDING ITS TERRITORIES AND POSSESSIONS, AND
CANADA, INCLUDING ALL OF ITS PROVINCES.
C.
SIRONA'S EXCLUSIVE TO PATTERSON.
FOR SO LONG AS PATTERSON
PROVIDES SIRONA WITH THE EXCLUSIVITY DESCRIBED IN ITEM III.D, AND SUBJECT TO
SIRONA'S TERMINATION RIGHTS DESCRIBED IN ITEM VIII, SIRONA GRANTS TO PATTERSON
THE EXCLUSIVE RIGHT TO DISTRIBUTE (ITSELF OR THROUGH AN AFFILIATE) CONTRACTUAL
PRODUCTS SOLELY IN THE TERRITORY TO END USERS.
THE EXCLUSIVE IS SUBJECT TO
SIRONA'S RIGHT TO DISTRIBUTE (ITSELF OR THROUGH A SUBSIDIARY OR AFFILIATE)
CONTRACTUAL PRODUCTS TO ACADEMIC INSTITUTIONS AND GOVERNMENT AGENCIES AND
FACILITIES AND TO SELL DENTAL RESTORATION SERVICES.
SIRONA WILL BE ENTITLED TO
ENLIST PATTERSON'S HELP IN PROVIDING TECHNICAL SERVICES ON A FEE-FOR-SERVICE
BASIS.
D.
PATTERSON'S EXCLUSIVE TO SIRONA.
FOR SO LONG AS SIRONA PROVIDES
PATTERSON WITH THE EXCLUSIVITY DESCRIBED IN ITEM III.C, AND SUBJECT TO
PATTERSON'S TERMINATION RIGHTS DESCRIBED IN ITEM VIII, PATTERSON WILL FORBEAR
FROM PROMOTING OR SELLING, DIRECTLY OR INDIRECTLY, IN THE TERRITORY ANY PRODUCT
THAT COMPETES WITH CONTRACTUAL PRODUCTS OR PARTS THEREFOR.
IV.
DENTAL LAB PRODUCTS.
PATTERSON WILL USE ITS BEST EFFORTS TO
PROMOTE AND SELL CONTRACTUAL PRODUCTS TO DENTAL LABS IN THE TERRITORY.
AS SUCH,
PATTERSON WILL ASSURE THAT NOT LATER THAN OCTOBER 1, 2005 EACH LOCAL PATTERSON
BRANCH HAS READILY AVAILABLE A DEMONSTRATION UNIT FOR EACH TYPE OF CONTRACTUAL
PRODUCT OFFERED BY SIRONA SPECIFICALLY FOR DENTAL LAB USE ("DENTAL LAB
PRODUCTS").
3
CONFIDENTIAL TREATMENT REQUESTED
[*] designates portions of this document that have been omitted pursuant to a
request for
confidential treatment filed separately with the Securities and Exchange
Commission.
V.
[*].
SIRONA INTENDS TO ENTER THE MARKET FOR [*]. FOR SO LONG AS
[*] ARE COMPETITIVE IN QUALITY AND PRICE, PATTERSON WILL USE ITS BEST EFFORTS TO
ENSURE THAT [*] ARE MARKETED ACTIVELY.
VI.
PATTERSON'S MINIMUM PURCHASE REQUIREMENTS.
SECTION 2.4 OF THE
DISTRIBUTORSHIP AGREEMENT IS DELETED IN ITS ENTIRETY AND IS REPLACED BY THE
FOLLOWING PROVISIONS:
A.
MINIMUM PURCHASE REQUIREMENT.
SUBJECT TO ITEM VI.F, IN EACH
SIRONA FISCAL YEAR (I.E., OCTOBER 1 THROUGH SEPTEMBER 30), PATTERSON WILL
PURCHASE FROM SIRONA THE DOLLAR VOLUME OF CONTRACTUAL PRODUCTS (BASED ON NET
INVOICE PRICE TO PATTERSON) AS SET FORTH IN THE FOLLOWING TABLE ADJUSTED AS
DESCRIBED IN B, BELOW.
MINIMUM PURCHASE REQUIREMENTS TABLE
Sirona Fiscal
Year
Total Annual
Minimum Purchase
Requirement for
eligible Contractual
Products (US $)
Growth