AGREEMENT BETWEEN SHANDONG YAOHUA MEDICAL INSTRUMENT
CORPORATION AND GUIDED THERAPEUTICS, INC.
CONFIDENTIAL, FINAL 12 AUGUST 2021
机密 2021年8月12日
This Agreement supersedes any and all statements, representations or agreements other than existing Purchase Orders between Guided Therapeutics, Inc, a Georgia, United States of American corporation (“GTI”) located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092 and Shandong Yaohua Medical Instrument Corporation, located at No. 5 Zhuijian Street, High-Tech Development Zone, Laiwu Shandong, Peoples Republic of China (“SMI). This agreement is dated 12 August 2021.
本协议取代任何及所有声明、声明或协议，现有采购订单除外，该协议由Guided Therapeutics, Inc. ，一个位于美国乔治亚州的公司（GTI） ，公司住所：5835 Peachtree Corners East, Suite B, Peachtree Corners, GA 30092, USA)和山东耀华医疗器械股份有限公司（SMI），公司住所：中国山东莱芜高新开发区珠江大街5号。本协议日期为2021年8月12日。
WHEREAS GTI had previously asserted that they had developed a platform technology for the early detection of disease that leads to cancer;
鉴于GTI先前曾声明开发了一个能够早期发现导致癌变病变的技术平台。
WHEREAS GTI had previously asserted that their first non-invasive cancer detection product is the LuViva® Advanced Cervical Scan device (the “Device”) and the related disposable cervical guides (the “Disposables” and, with the Device, “LuViva”). LuViva is designed to:
Determine the true likelihood of treatable cervical disease that may lead to cancer in women aged 16 years and over who have been screened for cervical cancer and have an abnormal result
B.
Be used as a screening tool both in the developed and developing world where Papanicolau test and/or the Human Papilloma Virus tests are not widely available
WHEREAS LuViva products have previously been sold and used in Canada, Latin America, Europe, Turkey, Asia and Africa.
鉴于LuViva目前在加拿大、拉丁美洲、欧洲、土耳其、亚洲和非洲使用
WHEREAS GTI had previously asserted that they own the worldwide manufacturing, distribution and intellectual property (“IP”) rights to LuViva, and
鉴于GTI先前声明他们拥有LuViva的全球制造、分销和知识产权(“IP”)，以及
WHEREAS GTI asserts that they have the rights to license the global manufacturing rights, excepting the Disposable Cervical Guides in the Republic of Turkey and final assembly rights of the Device in Hungary, and the rights to license the distribution and sales rights for LuViva in the People’s Republic of China, Macau, Hong Kong and Taiwan (herein after collectively referred to as the “Jurisdictions”),
WHEREAS SMI is a medical device company in China with an established distribution and sales capability and has indicated a capability and willingness to manufacture for the global market, and distribute and sell LuViva in the Jurisdictions,
WHEREAS SMI, in order to obtain license to the license for global manufacturing rights and exclusive distribution and sales, of LuViva within the Jurisdictions, previous agreed to:
鉴于SMI为获得LuViva在辖区内的全球制造权和独家分销及销售许可，先前同意:
A.
Make payments in the sum of $1,000,000 to GTI in exchange for GTI stock
支付100万美元给GTI，以换取GTI的股票
B.
Establish a schedule for the initial purchase of the LuViva product, and
为LuViva产品的初始采购制定一个时间表
C.
Establish a schedule for minimum sales of the product
制定产品最低销售计划
D.
Establish a manufacturing capability for the manufacture of LuViva and the Disposables with the technical assistance of GTI
在GTI的技术支持下，建立LuViva和耗材的制造能力
E.
Apply for and receive Chinese Food and Drug Administration (CFDA) approval for LuViva.
申请并接受中国食品药品监督管理局(CFDA)批准LuViva。
WHEREAS BOTH PARTIES have acted in good faith, there have nonetheless been circumstances, in particular the COVID 19 pandemic and a clearer understanding by both Parties of what is needed to complete commercialization, that necessitate revisions and additions to the Agreement dated 24 July 2019, and the SMI-issued purchase order 20201221, dated 21 December, 2020.
Made payments of $1,000,000 in which GTI has received $885,144.34 after the payment of Chinese taxes
B.
In 2017, SMI ordered five (5) LuViva devices and associated Disposables. SMI has paid in full for five devices and associated disposables
C.
In 2018, SMI ordered parts for five additional LuViva Base Units and Handheld Units for final assembly at SMI. SMI is supplying all parts other than the LuViva Base Units, Handheld Units and other parts as designated by the 2018 Purchase Order ("Collectively, the 2018 Subsystems)." GTI has received a full payment for these parts.
D.
SMI has established an infrastructure to manufacture the LuViva device with parts originating in China and using the Base Units and Handheld Units supplied by GTI. SMI is in the process of establishing the capability to manufacture the Disposable Cervical Guides, Base Units and Handheld Units all under ISO 13485:2016
Delivered five (5) LuViva Devices and associated Disposables.
B.
Provided all documents and data, including manufacturing transfer plan, product production, guidance documents, product quality standards, relevant patent certificates, fixed costs of products, personnel data, etc. as reasonably required
C.
Completed the Sinicization of the LuViva device
D.
Paid for the laboratory testing of the first samples of Disposables ("Cervical Guides") and made specific recommendations to SMI in order for the Disposable specifications to be met. Performed an evaluation of a second set of Cervical Guides and issued a report of this evaluation to SMI.
E.
Issued 12,147 shares of GTI stock in consideration for the $885,144.34 that GTI received from the $1,000,000 payment made by SMI.
F.
Provided 200 Cervical Guides at no cost to support the clinical trials.
G.
Provided all requested technical documents regarding manufacturing and clinical trials to SMI on an as needed basis.
H.
Invested over $30 million in developing and patenting the technology, including highly specialized parts that may need to be sourced via GTI.
IT IS HEREBY AGREED AS FOLLOWS between SMI and GTI that (1) the payment schedule and terms for SMI Purchase Order 20201221, dated 21 December 2020, is amended by this agreement, and SMI is granted (2) exclusive manufacturing rights, excepting the Disposable Cervical Guides for the Republic of Turkey, and the final assembly rights for Hungary, and (3) exclusive distribution and sales rights for LuViva in the Jurisdictions, subject to the following terms and conditions:
SMI shall make payments per the schedule in Appendix A to complete payment for the goods and services ordered on SMI Purchase Order 20201221, dated 21 December 2020.
SMI shall honor all open purchase orders it has executed to date with GTI in order to maintain Jurisdiction sales and distribution rights. These include:
SMI应履行迄今为止与GTI一起执行的所有未公开采购订单，以维持管辖区销售和分销权利。这些包括:
a.
SMI purchase order 20201221, dated 21 December 2020, and
SMI采购订单20201221，签订日期为2020年12月21日
b.
SMI purchase order #20181203, dated 03 December 2018.
SMI采购订单20181203，签订日期为2018年12月3日
B.
GTI shall deliver the parts and services per the schedule in Appendix B.
GTI应按照附录B中的时间表交付零件和服务。
C.
If SMI needs to order single use Cervical Guides or other parts, assemblies or supplies directly from GTI for clinical trials or marketing activities instead of manufacturing them in China, the prices shall be at cost, inclusive of labor, plus ten percent (10%) markup. This special pricing expires 30 June 2022.
In the Jurisdictions, beginning the first full calendar year following National Medical Products Administration (NMPA, formerly CFDA). approval, SMI shall be committed to the minimum sales as specified in the following
Table of Minimum Sales and Orders for Cervical Guide Chip Purchases.
Both Parties will make best efforts to help SMI achieve the targets in the Table of Minimum Sales and Orders for Cervical Guide Chip Purchases. If a shortfall in minimum Cervical Guide Chip Purchase Orders occurs, the Parties agree to compensate by altering the royalty on chips and the markup on Cervical Guides or other parts, assemblies or supplies ordered from GTI. Only if SMI fails to achieve the minimum chip purchases (described below in the “Table of Minimum Sales and Orders for Cervical Guide Chip Purchases”) for two consecutive years or falls below 40% of the minimum chip purchases for any single year would this Agreement be considered in breach.
SMI shall underwrite the entire cost of securing approval of LuViva with Chinese National Medical Products Administration (NMPA, formerly CFDA).
通过NMPA的成本：SMI承担申请中国药品监督管理局申请过程中产生的费用（NMPA，原CFDA）。
6.
Manufacturing: 生产
A.
In order to secure and maintain manufacturing rights, SMI needs to establish and maintain manufacturing capabilities in accordance with Appendix C. The approach will be incremental with three major phases.
为了确保和维护制造权利，SMI需要根据附录c建立和维护制造能力。该方法将分为两个主要阶段。
B.
SMI, shall arrange, at its sole cost, for a manufacturer to build tooling to support manufacture of the plastic cart parts, the metal cart parts and the Disposables.
SMI应自行安排支持制造的工装，包括塑料推车配件，金属车体和 一次性耗材。
C．
The price payable by GTI for each Device and each Packet of Disposable supplied by the manufacturer for resale by GTI outside the Territories will be no higher than the then current internal cost to GTI for manufacturing the Device and the then current price by GTI to its current supplier of Disposable
In the event that this not possible, the Parties agree to discuss the following options:
如果不可能，双方同意讨论下列选项：
1)
SMI retains the right to manufacture for China, Hong Kong, Macau and Taiwan, where SMI has distribution and sales rights.
SMI保留中国制造权，香港、澳门和台湾的设备制造和销售权。
2)
SMI elects to manufacture just the Cervical Guides which is anticipated to be able to be at a lower price in China
SMI选择一个较低价格的耗材生产商。
a.
SMI buys the devices and Cervical Guides, or just the devices from GTI.
SMI从GTI采购设备和耗材，或者只采购设备
d.
Other options that may be identified and available to find a mutually satisfactory solution
其他可供选择的并相互满意其他解决方案。
E.
If SMI fails to achieve manufacturing capabilities for the Devices, except for assembly of the handheld and base units, and Disposables in accordance with ISO 13485:2016 by 31 October 2022 for medical devices by 12 months after the completion of Sinicization of the product by GTI, SMI shall no longer have any rights to manufacture, distribute or sell LuViva
Technical Assistance for Clinical Trials, Manufacturing and Sales:
对于生产和销售的技术支持
A.
Clinical Trials: Both GTI and SMI recognize the need for technical assistance (1) to prepare hospitals for clinical trials and (2) to provide subject matter expertise and technical support as needed before and during the clinical trials. While the clinical trials are the responsibility of SMI, both parties recognize the value of GTI's expertise with respect to the science, engineering and practice of cervical cancer detection with the LuViva device and GTI's own experience in dealing with the certification of LuViva, particularly with the US Food and Drug Administration (FDA). GTI will provide advice to the clinicians and SMI contractors and will share the GTI-developed protocol for the US FDA during the clinical trial protocol development phase. During the clinical trials, GTI will provide subject matter expertise and product technical expertise as required. This will include advising on any adjustments necessary to ensure success of the clinical trial, such as claims, sample size and procedures, as well as review and correction of any product performance issues. In addition to the support required for the success of the clinical trials, GTI will provide assistance (3) to set up manufacturing, (4) to establish sales protocols and marketing materials and (5) to modify the Chinese language interface on the LuViva product. To that end, both parties pledge cooperation in accordance with Appendix D.
Manufacturing: GTI and SMI recognize that development of a SMI manufacturing process is lengthy and technically challenging. To that end, GTI and SMI will approach the transfer of knowledge and the establishment of capability as a three (3) phase process:
Phase I: Basic Manufacture of the LuViva Device at SMI:：第一阶段:SMI LuViva设备的基本制造:
a.
Source plastic cart parts, the metal cart parts in China
采购塑料车零件，金属车零件
b.
Source the Handheld Unit, Base Unit from GTI
从GTI采购手持单元和基本单元
c.
Inspect all parts in accordance with ISO 13485:2016 and GTI-provided quality standards
按照ISO 13485:2016得标准检验所有部件并且符合GTI提供的质量标准
d.
Assemble device in accordance with quality standards and quality documentation (travelers)
按照质量标准和质量文件组装设备(旅客)
e.
Perform 2 half-day final inspection and any necessary rework
执行2个半天的最终检验和任何必要的返工
f.
Pack and Ship包装和运输
g.
Acquire and set up necessary equipment for the assembly, alignment and test of Handheld and Base Unit (this will include sourcing jigs and tools from GTI, and sourcing optical benches, vibration table and environmental test chamber from other sources, probably in China)
Phase II: Manufacture of the Disposables ("Cervical Guides") in China (SMI may source from domestic producer of plastic molded products)
第二阶段:在中国制造一次性用品(“子宫颈导管”)(SSMI可从国内的塑料模压制品生产商采购)
a.
Produce and test mold for Cervical Guides to meet GTI-provided specifications
生产和测试CG管的模具以符合GTI得要求
b.
Source plastic beads for Disposables from a GTI-approved source
从GTI认可的原料厂家采购一次性塑料珠
c.
Manufacture and package Disposables in accordance with ISO 13485:2016 and in accordance with requirements for controlling and testing for bioburden.
按照ISO 13485:2016和控制和检测生物负荷的要求制造和包装一次性用品。
d.
Inventory and ship库存和运输
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3.
Phase III: Complete Manufacture of the LuViva Device at SMI
第三阶段:在SMI完成LuViva设备的制造
a.
All capabilities of Phases I and Phase II
第一阶段和第二阶段的所有能力
b.
Sourcing of component parts from SMI-chosen suppliers and GTI
从SMI选择的供应商和GTI采购零部件
c.
Inspect all parts in accordance with ISO 13485:2016 and GTI-provided quality standards
检验所有零部件符合ISO 13485:2016和gti提供的质量标准
d.
Assemble, align and test electro-optical components in Handheld Units and Base Units
组装、对准和测试手持设备和基本设备中的光电元件
e.
Assemble device in accordance with quality standards and quality documentation (travelers)
按照质量标准和质量文件组装设备(旅客)
f.
Perform 2 half-day final inspection and any necessary rework
执行2个半天的最终检验和任何必要的返工
g.
Pack, Inventory and Ship包装，库存和运输
Phase I and Phase II are necessary for receiving NMPA approval for the LuViva product manufacture and distribution. Phase II is desireable as soon as possible to provide GTI with an approved supplier of Disposables for the world market. Phase III will follow NMPA approval as soon as is practicable to establish an economic business model for the LuViva product.
In order to achieve these capabilities, GTI and SMI agree to develop a mutually agreed to schedule for the acquisition of manufacturing equipment and the technology transfer and training of SMI-personnel. The initial planning will focus on what is necessary to accomplish Phase I and Phase II, and appropriate cost sharing for training. In principle, both GTI and SMI will strive to identify people involved in the training who are bilingual in English and Chinese. If this is not possible, both GTI and SMI, when hosting personnel from the other company, will provide appropriate interpreters during the period of time that there are technical exchange visits. In-country costs shall be borne by the host company.
GTI will ensure that the inventor is kept knowledgeable about the GTI and SMI cooperation. Where practicable, GTI will facilitate the availability of the inventor for consultation and promotion of the LuViva product within the Jurisdiction
GTI shall provide technical support and training for product upgrades consistent with the technical support provided to other international distributors of LuViva.
GTI将提供和其他国际代理一样的技术支持和产品升级服务。
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2.
GTI shall provide any necessary modifications to the Sinicized service with regards to the LuViva product and software. SMI shall pay the costs associated with these modifications.
GTI应就LuViva产品和软件的汉化服务提供任何必要的修改。SMI将支付与这些修改相关的费用。
3.
GTI shall ensure that the LuViva hardware and software work compatibly with the Cervical Guide RFID chip.
GTI应确保LuViva硬件和软件与宫颈导管的RFID芯片兼容工作。
1)
If the Cervical Guide chip provided by GTI is defective, GTI will provide SMI with a replacement at no cost to SMI.
如果GTI提供的颈椎导管芯片有缺陷，GTI将免费为SMI更换。
2)
If there is a configuration change to the LuViva hardware and software, GTI will ensure that the Cervical Guide RFID chips delivered to SMI are compatible with the new configuration baseline.
GTI agrees to protect its sole ownership of the LuViva IP, so as to ensure that the global manufacturing rights for LuViva, and the distribution rights and sales rights for LuViva within the Jurisdictions that GTI assigns to SMI remain legally defensible as exclusive. GTI will coordinate its IP protection with SMI and keep SMI apprised of any actions for IP protection within the Jurisdictions.
SMI agrees to protect GTI IP and trade secrets, so as to prevent unauthorized disclosure or advantage going to a competitor or competitive technology.
SMI同意保护GTI的知识产权和商业机密，以防止未经授权的披露或优势流向竞争对手或竞争技术。
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9.
Trademark within the Jurisdiction:管辖区内商标:
GTI agrees with the use of the Trademark of Zhenguang (in Chinese “祯光”) instead of LuViva with the above Jurisdictions during the period of manufacturing, distribution and sale.
For each single-use Cervical Guide chip sold by SMI in the Jurisdictions, SMI shall transfer funds to the Escrow Agent at a rate of $1.90 per chip, as adjusted for inflation since 2019, in the amount equaling the number of chips sold. Funds shall be transferred monthly. SMI shall be responsible for paying any taxes and tariffs associated with the transfer of the funds.
The Parties agree to reassess these royalty amounts at the end of the second year of commercial sales in the Jurisdictions to determine if an adjustment to the royalty amounts, up or down, is warranted. Any adjustments to the royalty amounts must be mutually agreeable.
If by 30 October 2022, SMI fails to achieve commercialization of LuViva (as defined below) in China. SMI shall no longer have any rights to manufacture, distribute or sell LuViva.
Commercialization of LuViva is defined as SMI achieving all of the following:
SMI达到如下要求被定义为对LuViva的商业化：
A.
Achieving NMPA for approval of LuViva
获得中国药品监督管理局的批准。
B.
Achieving Phase I and Phase II levels as defined in Section 7 above of manufacturing capability.
达到上文第7节中定义的第一阶段和第二阶段的制造能力水平。
C.
Making all payments on time per Section 1 above..
按照上述第1节的规定，按时支付所有款项。
12.
Rights Maintenance and Ongoing Business Operation Coordination
权利维护和正在进行的业务运营协调
The Rights described herein must be maintained by diligent development and commercial efforts. Both Parties agree to use their best efforts to maximize the success of the business within the Jurisdictions contemplated herein. Both parties agree to hold quarterly reviews to discuss the business operations within the Jurisdictions, address areas for improved operations and agree on a rolling 3-year forecasts for orders and pricing for LuViva product and Disposable pricing for products supplied to GTI.
17
SMI shall maintain the licensing rights for the commercialization of the LuViva technology within the Jurisdictions beyond the third year of commercialization by developing a mutually agreed to sales commitment, royalty adjustment and pricing to GTI for the following year, and forcasts for the two succeeding years. This commitment, forecast and pricing shall be reviewed quarterly, with necessary adjustments to operations in order to ensure that sales and production commitments are met. The third quarter of each year, following year two of commercialization, shall be used to establish commercially reasonable, and mutually agreed to sales commitment,royalty adjustment, and pricing schedules for the following year, and forcasts for the two succeeding years.
SMI shall forfeit this License and shall no longer have any rights to manufacture, distribute or sell LuViva in the Jurisdictions if SMI is unable to cure in a timely manner a material breach of any of SMI's obligations set forth in Section 11 above.
In the event of Breach or Failure to Perform, 如果违反协议或者履行协议失败
1)
GTI shall provide written notification of the breach or failure to perform.
GTI要出示违反或者履行失败的书面通知
2)
SMI shall be given a 45 days period in which to cure the breach or failure to perform.
SMI将有45天的时间来纠正违约或者履约失败。
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3)
If the breach or failure to perform is not cured, SMI shall return to GTI, at SMI’s cost, all samples, data, hardware (including all unsold devices and parts), software, regulatory documents, bench and clinical test results and all other information pertaining to LuViva in the Jurisdictions. GTI shall reimburse SMI for all hardware in good working condition at fair market price, and shall reimburse SMI for all payments for any goods and services not delivered less burdened costs for work in progress. Failure to make the payment would be a breach on the part of GTI.
Termination for Breach. If either party breaches a material provision of this Agreement and does not cure the breach within 45 days after written notice from the other party, the non-breaching party shall have the right to: (i) suspend performance or payment until the breach is cured; (ii) terminate this Agreement; or (iii) seek such other remedies as are available at law or equity except as limited by the terms of this Agreement.
B.
Termination for Insolvency. In the event either party (i) makes an assignment for the benefit of creditors; (ii) files or has filed against it a petition in bankruptcy or seeking reorganization; (iii) has a receiver appointed; or (iv) institutes any proceedings for liquidation or winding up, then the other party may, in addition to other rights and remedies it may have, terminate this Agreement immediately by written notice.
1)
In the case of insolvency by GTI, GTI shall endeavor to ensure that SMI is able to maintain its rights for global manufacture, and for sale and distribution within the Jurisdiction, and have access to the IP either through purchase or license.
2)
In the case of insolvency by SMI, SMI shall endeavor that all trademark, regulatory and customer account information is transferred to GTI.
C.
Effect of Termination. Upon termination of this Agreement, the rights and obligations of the parties shall cease except as expressly set forth in this Agreement.
All notices and other communications required by this Agreement will be effective upon deposit in the mail, postage prepaid and addressed to the parties at their respective addresses set forth below until such notice that a different person or address shall have been designated:
No. 5 Zhuijian Street, High-Tech Development Zone, Laiwu Shandong,
People’s Republic of China
If to GTI: 如邮寄给GTI
5835 Peachtree Corners East, Suite D,
Norcross, GA 30092, USA
16.
Relationship of Parties:
The Parties to this Agreement are and shall remain independent contractors and nothing herein shall be construed to create a partnership, agency or joint venture between the parties. Each party shall be responsible for wages, hours and conditions of employment of its personnel during the term of, and under this Agreement.
In the event a dispute arises out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance within any statutory rules of mediation. If mediation is not successful in resolving he entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in the State of Georgia in accordance with the laws of the State of Georgia, United States of America. The arbitrator’s award will be final, and judgment may be entered upon it by any Court having jurisdiction within the State of Georgia, United States of America. Each party shall choose one (1) arbitrator and the two (2) chosen arbitrators shall select a third arbitrator, who shall be the Chairman of the Arbitration Panel. As soon as the mediation process has been unsuccessful, either party may select an arbitrator by sending the name of the arbitrator, in writing, to the other party. The party receiving the name of the said arbitrator shall, within fifteen (15) days of receipt, select their arbitrator and shall send their selection, in writing, to the other party. Should that party fail to select their arbitrator within fifteen (15) days of receipt of the name of the first party’s arbitrator, the initial party may seek Court appointment of the receiving party’s arbitrator and the latter shall be responsible for the initial party’s reasonable attorney’s fees and costs in connection with the Court appointment. If the two (2) appointed arbitrators fail to select the third arbitrator within thirty (30) days from the appointment of the second arbitrator, either party, or the parties jointly, may seek Court appointment of the third arbitrator.
All questions concerning the validity, operation, interpretation and construction of this Agreement will be governed by and determined in accordance with the laws of the State of Georgia, United States of America.
适用法律：与此协议有关的有效性（解释）、操作、解释和遣词都由美国佐治亚州法律约束
19.
Waivers of Breach:
No waiver by either Party of any breach of any provision shall constitute a waiver of any other breach of that provision or any other provision hereof.
Each Party represents and warrants that the terms of this Agreement are not inconsistent with any other contractual or legal obligations it may have or with the policies of any institution or company with which such Party is associated.
保证和声明：本协议各方声明并保证，本协议各条款与各方的其他合同或法律义务 无关。
21.
Interpretation:
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any the provisions of this agreement.
SMI may not assign this Agreement in whole or in part, other than manufacturing, without GTI’s consent, that shall not be unreasonably be withheld. SMI may outsource all or parts of the manufacturing at their discretion, provided that SMI is able to maintain and verify that the quality of the manufacturing maintains CFDA, ISO 13485 and other regulatory standards that GTI may rely upon in sourcing LuViva.
Force Majeure. No Party shall be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including without limitation acts of God, strikes, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control and must have a severe and demonstrable effect on the business operations of SMI or GTI. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay
This Agreement may be signed by the parties via facsimile or electronic signatures. This Agreement will constitute an effective Agreement when signed by both Parties.
协议生效：该协议各方可以以传真或电子签字。自双方签字后生效。
25.
Entire Agreement:
This Agreement, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions between them; and neither party shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the 12th day of August 2021.
兹证明，本协议双方已于2021年8月12日正式授权人员正式签署本协议。
GTI
____________________________
Gene Cartwright
Chief Executive Officer, Guided Therapeutics Inc.
SMI
____________________________
Yaohua Li
Chairman, Shandong Yaohua Medical Instrument Corporation
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