Item 1.01. Entry into a Material Definitive Agreement.
On
November 4, 2009, Osteotech, Inc. (the Company) issued a press release announcing its
entry into a multi-year Tissue Recovery Agreement (the Tissue Recovery Agreement) with Community
Blood Center d/b/a Community Tissue Services, an Ohio nonprofit corporation (CTS), which recovers
human bone and other soft tissue for transplantation. A copy of the press release is attached
hereto as Exhibit 99.1, which is incorporated herein by reference.
Pursuant to the terms of the Tissue Recovery Agreement, CTS has agreed to supply the Company
with a specific number of whole donors, cortical shafts and specific soft tissues (the Bone
Tissues) on a monthly basis based upon periodic forecast requirements and available supply. CTS
will supply the Bone Tissues in compliance with the Companys donor eligibility criteria and the
applicable laws and regulations of the United States Food and Drug Administration (FDA). The
finished tissue forms processed by the Company from the Bone Tissue delivered by CTS will be
distributed to end-users such as hospitals and surgeons. The Company will pay CTS a tissue
reimbursement fee per unit of Bone Tissue.
The initial term of the Tissue Recovery Agreement continues until December 31, 2019.
Thereafter, the Tissue Recovery Agreement will automatically renew
for one five-year term and then
for successive two-year renewal terms, unless either party notifies the other in writing of its
intention not to renew no later than 180 days prior to the end of the initial term or any renewal
term of the Tissue Recovery Agreement. The Tissue Recovery Agreement can be terminated at any time
by either party in the event that the other party materially breaches the Tissue Recovery Agreement
and fails to cure such breach within 30 days of receiving notice of such breach, the other party
files for bankruptcy or is adjudged insolvent or the other party fails to comply with new or
additional regulations applicable to Bone Tissue implemented by the FDA, any other applicable
regulatory agency or the American Association of Tissue Banks.
The foregoing description of the Tissue Recovery Agreement does not purport to be complete and
is qualified in its entirety by reference to the Tissue Recovery Agreement, which will be filed as
an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2009.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release of Osteotech, Inc., dated November 4, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OSTEOTECH, INC. |
||||
| By: | /s/ Mark H. Burroughs | |||
| Mark H. Burroughs | ||||
| Executive Vice President | ||||
Date:
November 4, 2009
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release of Osteotech, Inc., dated November 4, 2009. |