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Select Customer Agreements
6 Months Ended
Dec. 31, 2011
Select Customer Agreements [Abstract]  
Select Customer Agreements

Note 4 – Select Customer Agreements

These are select customer agreements not otherwise discussed elsewhere in the notes to the Condensed Consolidated Financial Statements.

St. Jude Medical, Inc.

The License Agreements – Under license agreements with St. Jude Medical, St. Jude Medical has exclusive worldwide rights to manufacture and market the Angio-SealTM Vascular Closure Device (the Angio-Seal), for which the Company receives a royalty percentage on end-user product sales by St. Jude Medical, which is reported within Royalty Income.

On December 16, 2011, the Company announced that it had agreed with St. Jude Medical to enter into non-binding mediation in an attempt to resolve disputes over royalty payments to the Company relating to the Angio-Seal device, as well as other related claims. The Company has advised St. Jude Medical that the royalties are currently to be paid, and should since 2007 have been paid, at a rate of 8% rather than the 6% rate at which St. Jude Medical had been paying. The Company has further advised St. Jude Medical that, as a result of St. Jude Medical's incorrect interpretation of the license agreements between the two companies, St. Jude Medical has, to date, underpaid the Company by over $30.0 million. St. Jude Medical is asserting that, effective November 2011, the rate at which it owes royalties to the Company with respect to the Angio-Seal is to be reduced from 6% to 2% for U.S. and certain international end-user Angio-Seal sales and that St. Jude Medical intends to pay the Company at this reduced rate. St. Jude Medical has, for the period subsequent to November 1, 2011, paid royalties to the Company at this reduced rate. St. Jude Medical's action to reduce the rate at which it owes royalties suggests that St. Jude Medical intends to assert that their obligation to pay any royalties to the Company will end in April 2014. The Company's view is that, based upon the current design of the Angio-Seal, St. Jude Medical's royalty obligations to the Company extend at least through April 2016, and potentially through 2023. The Company has reported, and intends to continue to report, royalty revenue at the rate at which St. Jude Medical is actually paying royalties to the Company, rather than at the rate at which the Company believes such royalties are owed.

The non-binding mediation is scheduled to occur in the Company's third quarter ended March 31, 2012. Although the mediation may lead to a resolution of these matters, there is no certainty that these matters will be resolved in the mediation favorably or at all. The Company has announced that it will take all necessary steps to protect its intellectual property and the interests of the Company's stockholders. The Company's mediation with St. Jude Medical and any other legal proceeding relating to the Company's dispute with St. Jude Medical may be expensive, divert management time and attention, and otherwise be disruptive to normal business operations and to the Company's relationship with St. Jude Medical. Moreover, the results of these legal proceedings cannot be predicted with any certainty. Accordingly, these Condensed Consolidated Financial Statements do not reflect any adjustments related to the any potential outcome of these proceedings.

Current Collagen Supply Agreement - On June 23, 2010, the Company entered into a two-year supply agreement with St. Jude Medical effective for the period from January 1, 2011 to December 31, 2012. Under the previous supply agreement executed with St. Jude Medical in 2005, which expired on December 31, 2010, the Company was the exclusive supplier of 100% of the collagen plug and at least 30% of the bioresorbable polymer anchor components for the Angio-Seal. Under the current supply agreement, the Company is the exclusive outside supplier of collagen plugs to St. Jude Medical. The current supply agreement provides for contractual minimum order levels of collagen plugs for calendar years 2011 and 2012. During the Company's third and fourth quarters of fiscal 2011, St. Jude Medical fulfilled their calendar 2011 contractual minimum order levels under the current supply agreement, resulting in approximately $4.0 million of collagen plug sales for the Company. St. Jude Medical placed its calendar 2012 order for approximately $6.4 million of collagen plugs, of which $4.0 million are to be shipped in the second half of fiscal 2012 and $2.4 million in the first half of fiscal 2013. This calendar 2012 order exceeded the contractual minimum level and provides for collagen plug sales to be recognized when the Company ships the product during the Company's second half of fiscal 2012 and first half of fiscal 2013. For the three and six months ended December 31, 2011, there were no collagen plug sales to St. Jude Medical. The current supply agreement does not call for the Company to supply polymer anchors to St. Jude Medical.

Stryker Corporation / Orthovita, Inc.

The Company has a development, manufacturing and supply agreement with Orthovita, Inc. (Orthovita) under which the Company develops and commercializes products based on Orthovita's proprietary Vitoss™ Bone Graft Substitute Material in combination with the Company's proprietary biomaterials (the Orthovita Agreement). Under the Orthovita Agreement, the Company manufactures the products, while Stryker Corporation (Stryker), which acquired Orthovita in June 2011, markets and sells the products worldwide. Under the Orthovita Agreement, the Company receives royalty payments on co-developed Vitoss™, Vitoss™ Foam and Vitoss™ Bioactive Foam products based upon Stryker's net total end-user sales of such products.

In a separate transaction in August 2004, the Company entered into an agreement (the Assignment Agreement) whereby the Company acquired the intellectual property rights of a third party having rights in the Vitoss™ technology, an inventor of the Vitoss™ technology (the Inventor), for $2.6 million. Under the Assignment Agreement, the Company received all intellectual property rights of the Inventor that had not previously been assigned to Orthovita. Also under the Assignment Agreement, the Company received a royalty on the sale of all Orthovita products containing the Vitoss™ technology, up to a total cumulative royalty of $4,036, of which the Company received its final royalty payment in July 2011. The Company recognized $0 and $16 of royalty income during the three and six months ended December 31, 2011, respectively. The entire cost of these proprietary rights was amortized over an 83-month period through July 2011.

Synthes, Inc.

On May 24, 2011, the closing date of the Company's Norian asset acquisition pursuant to an Asset Purchase Agreement, the Company also entered into a Supply Agreement (the Supply Agreement) with Synthes USA Sales, LLC, a subsidiary of Synthes. This Supply Agreement provides for the Company to be the exclusive manufacturer and supplier of the Norian product lines acquired by the Company under the Asset Purchase Agreement. Pursuant to the Supply Agreement, Synthes will purchase all of its requirements for such products exclusively from the Company, on the terms set forth in the Supply Agreement. The Supply Agreement, which was effective on the date of acquisition, has a term of 10 years and will automatically renew for successive two-year terms. Also, on May 24, 2011, the Company entered into a research and development agreement with Synthes to develop certain related future products.

The Spectranetics Corporation

In connection with the Company's sale of its Endovascular business to The Spectranetics Corporation (Spectranetics) on May 30, 2008, the Company entered into various agreements which provided the Company with the opportunity for future milestone payments. In the quarter ended December 31, 2011, the Company achieved the $6.0 million cumulative sales milestone payment in connection with Spectranetics reaching a cumulative $20.0 million in end-user sales from the product lines purchased by Spectranetics. The Company recognized cumulative sales milestone revenue of $4,962 within Net sales for the three and six months ended December 31, 2011 within the Condensed Consolidated Statements of Operations, with the remaining $1,038 to be deferred upon cash receipt of the milestone payment and to be recognized as revenue within the next 12 months over the expected period of performance. As specified in the agreements with Spectranetics, the Company is expecting to receive the entire $6.0 million milestone cash payment in February 2012.