Exhibit 10.1
April 20, 2011
Robert A. Schlidt, MD
Restore Medical Therapies, LLC
4940 Dexter
Casper, Wyoming 82609
RE: Sales Agreement Between Competitive Technologies, Inc. and Restore Medical
Therapies, LLC
Dear Dr. Schlidt,
Based on your discussions with our sales representatives, Competitive
Technologies is pleased to agree to the following:
1. Restore Medical Therapies ("RMT") will establish at least one treatment
center utilizing Competitive Technologies, Inc.'s ("CTTC") Calmare(R) Pain
Therapy Treatment medical device, model MC-5A, located in Wyoming.
CTTC will grant RMT exclusive territory in the State of Wyoming for three (3)
years from the date of this agreement in exchange for the purchase of a minimum
of two (2) Calmare(R) devices. This exclusivity does not preclude CTTC's sales
of the Calmare(R) MC-5A device to hospitals, medical centers, hospice centers,
private hospice centers, any Department of Veterans Affairs medical facilities,
Department of Defense medical facilities and Native American government medical
centers
The first Calmare(R) device was shipped to RMT in anticipation of this
agreement, with payment expected upon signing. The second device for Wyoming
will be shipped to RMT by the end of May 2011, with payment due no later than
May 31, 2011. Pricing for devices, supplies and training are outlined on
Schedule A. The pricing listed is guaranteed for all purchases through the end
of January 2013.
2. RMT plans to establish additional treatment centers, according to the
time frame shown on Schedule B, in the following locations: Colorado Front Range
(Denver, Fort Collins, Colorado Springs), [Confidential Information Omitted].
Schedule B also indicates existing restrictions, if they exist, in these
locations.
International locations under consideration by RMT for clinics - [Confidential
Information Omitted] - may be addressed under separate agreements with CTTC, as
the requirements for international sales are not identical to domestic sales.
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5404
3. RMT will be granted exclusive territory within the Colorado Front Range
area for three (3) years from the date of this agreement, in exchange for the
purchase of a minimum of four (4) Calmare(R) devices, with these purchases to be
completed by August 31, 2011. This exclusivity does not preclude CTTC's sales
of the Calmare(R) MC-5A device to hospitals, medical centers, hospice centers,
private hospice centers, any Department of Veterans Affairs medical facilities,
Department of Defense medical facilities and Native American government medical
centers.
4. Continued exclusivity in any location is predicated on RMT's purchase of
the minimum number of devices indicated on Schedule B. Should the purchase plan
be delayed or curtailed, exclusivity in more localized areas will be based on
clinic locations, population density in vicinity of clinics, and number of
devices purchased. CTTC's current rule of thumb is that a population of 100,000
can support a minimum of two (2) Calmare(R) devices.
5. Exclusivity for the additional metropolitan areas listed in paragraph 3 -
[Confidential Information Omitted] - will be addressed as RMT's plan for each
region is developed. Before those plans develop, should CTTC receive sales
opportunities from other purchasers, CTTC will offer RMT the right of first
refusal in those areas. Upon indication that another entity is interested in
one of those locations, CTTC will advise RMT of such interest. RMT will then
have five (5) business days to agree to move into that location and must open a
treatment center in the desired location within 45 days of so agreeing.
Similarly, should another entity indicate interest in a territory in one of the
RMT locations, but not in close proximity to an existing or planned RMT
treatment center, RMT will be offered the right of first refusal for an
additional treatment facility in that location. RMT will then have five (5)
business days to agree to move into that location and must open a treatment
center in the desired location within 45 days of so agreeing.
6. The Calmare warranty is attached as Schedule C. CTTC provides complete
device replacement at no cost in year one. In years two through five, CTTC
provides replacement parts at no cost, shipping and labor costs would be borne
by RMT.
7. This agreement is transferable and binding upon any new owners in the
event of the change of control or ownership of either CTTC or RMT. If at any
time RMT stops using the device for an extended period, any exclusivity offered
based this agreement is void.
We at Competitive Technologies look forward to a long and mutually beneficial
business relationship with Restore Medical Therapies over the coming months and
years.
Sincerely,
___________________________ ____________________________
Johnnie D. Johnson Robert A. Schlidt, MD
Chief Executive Officer Restore Medical Therapies, LLC
Competitive Technologies, Inc. Date
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5405
SCHEDULE A - RESTORE MEDICAL THERAPIES/CTTC SALES AGREEMENT
PRICING FOR PURCHASE OF
CALMARE(R) PAIN THERAPY TREATMENT MEDICAL DEVICE,
DISPOSABLE SUPPLIES, AND TRAINING
CALMARE(R)PAIN THERAPY TREATMENT MEDICAL DEVICE. The price for each Calmare(R)
------------------------------------------------
Pain Therapy Treatment medical device, model MC-5A, is as follows:
$[Confidential Information Omitted]
GEOMC Co., Ltd. of Korea in Seoul, South Korea is the manufacturer. Devices
will be shipped - either from CTTC's U.S. warehouse or direct from manufacturer
- upon receipt of financing documentation or notice of successful wire transfer
of funds.
DISPOSABLE SUPPLIES. Each device purchased, leased or rented includes a package
--------------------
of five (5) cables and four (4) packages of electrodes (30 latex-free electrode
pads per package). Pricing for additional packages of these supplies is shown
below:
- 5-Cable Package: $[Confidential
Information Omitted]
- 30-Electrode Package:
1 package (30 electrode pads) $[Confidential
Information Omitted]
40 packages (30 electrodes per package) per box $[Confidential
Information Omitted]
TRAINING. A three-day training session for physicians and nurses or technicians
---------
will be provided with the delivery of the first device to each location.
Additional training at purchaser's desired facility: $[Confidential Information
Omitted]/Day plus travel and expenses
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5406
SCHEDULE B - RESTORE MEDICAL THERAPIES/CTTC SALES AGREEMENT
TREATMENT CENTER LOCATIONS AND PURCHASING PLAN
Initial plan is for minimum of 4 devices per location:
Minimum
Purchase
within 1 year
Timing of of Treatment
Treatment Center Center
Location Opening Opening* Location Comments
---------------------- ---------------- ------------- -----------------
Wyoming April 2011 2
---------------------- ---------------- ------------- -----------------
Colorado Front Range
[Denver, Fort Collins,
Colorado Springs] June 2011 4
---------------------- ---------------- ------------- -----------------
[Confidential Information Omitted]
NOTE: CTTC HAS AN ONGOING RELATIONSHIP WITH U.S. ONCOLOGY FOR THE TREATMENT OF
THEIR ONCOLOGY PATIENTS AND THEIR FACILITIES MAY BE LOCATED FROM TIME TO TIME IN
THE ABOVE AREAS.
*This is a minimum number of devices anticipated to be needed for initial start
up of a single clinic/treatment center in a metropolitan area. CTTC's rule of
thumb is that a population of 100,000 can support a minimum of two (2)
Calmare(R) devices, thus in larger metropolitan areas it is anticipated that
additional devices and/or treatment center locations would be added in future
years.
*Confidential information on this page has been omitted Pursuant to Rule 24b-2*
CTTC8K5407