Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
EXCLUSIVE DISTRIBUTION AGREEMENT
This Exclusive Distribution Agreement (this "Agreement"), is effective as of the date of the last signature (the "Effective Date"), and is entered into between AVITA Medical Americas, LLC having its principle place of business at 28159 Avenue Stanford, Suite 220 Valencia, CA ("Distributor"), and Stedical Scientific, Inc. having its principle place of business at 2888 Loker Avenue East, Suite 319 Carlsbad, CA 92010 ("Seller"), and together with Distributor, the "Parties", and each, a "Party"). This Agreement replaces and supersedes any prior agreements between the Parties, which are of no further effect.
WHEREAS, Seller is in the business of manufacturing and selling the Products (as defined in Schedule A) in the United States;
WHEREAS, Distributor intends to market and sell the Products in the United States (the “Territory”);
WHEREAS, Seller desires to appoint Distributor as its exclusive distributor to sell the Products in the field of skin therapeutics in all health care settings (the “Field of Use”) to customers located in the Territory and Distributor desires to accept such appointment, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Reports shall be made to Seller’s Quality Assurance Department via e-mail:
[******]
CC: [******]
If Distributor notifies Seller pursuant to this Section 7.3, then Seller shall determine, in its sole discretion, whether to repair or replace the Products.
Distributor shall ship at Seller´s expense and risk of loss, all goods to be returned, repaired, or replaced under this Section 7.3 to Seller's facility located at [******]. If Seller exercises its option to replace the Products, Seller shall, after receiving Distributor's shipment of the Products under this provision, ship to Distributor, at Seller's expense and Seller´s risk of loss, the replaced Products to an address of Distributor’s choosing.
Except as provided under Sections 7.3 and 14.1, all sales of Products to Distributor under this Agreement are made on a one-way basis and Distributor has no other right to return Products purchased under this Agreement.
The receiving party shall not disclose any such Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to perform its obligations hereunder.
in order to obtain or retain business for, direct business to, or secure an improper advantage for a party to this Agreement.
Seller shall have no obligation under the warranty set forth above if Distributor or its customer:
Except as explicitly authorized in this Agreement or in a separate written agreement with Seller, Distributor shall not service, repair, modify, alter, replace, reverse engineer, or otherwise change the Products it sells to its customers. Notwithstanding Distributor´s statutory warranty towards its customers, Distributor shall not provide its own warranty regarding any Product which goes beyond the statutory warranty.
Notice to Seller: [******]
Notice to Distributor: [******]
[******]
The Parties hereby designate the Distributor Indemnified Parties and the Seller Indemnified Partes as third-party beneficiaries of Sections 14 and 15 with the right to enforce such Sections.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the last date written below by their respective officers thereunto duly authorized.
[SIGNATURE PAGE FOLLOWS]
Stedical Scientific, Inc.
By/s/ Lin Sun
Name: Lin Sun
Title: Chairman
Date: January 10, 2024
AVITA Medical Americas, LLC
By /s/ James Corbett
Name: James Corbett
Title: CEO
Date: January 10, 2024
Signature Page to Exclusive Distribution Agreement Between AVITA Medical Americas LLC and Stedical Scientific, Inc.
Schedule A
Products and Price List
Product | Price |
PermeaDerm B | Per Section 4 of the Agreement |
PermeaDerm C | Per Section 4 of the Agreement |
PermeaDerm Glove | Per Section 4 of the Agreement |
• [SELLER BANKING INFORMATION]
Beneficiary Name | Stedical Scientific, Inc. |
[******] | [******] |
[******] | [******] |
[******] | [******] |
[******] | [******] |
[******] | [******] |
[******] | [******] |
[******] | [******] |
Schedule B
Monthly Reporting Parameters
Distributor shall provide to Seller, beginning on the tenth business day after the one-month anniversary of the Effective Date, monthly reports that (1) are in English, (2) are in an easily readable, electronic format and (3) provide the following information from the previous calendar month: