THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH * AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Term of this Agreement is five (5) years from the Effective Date. This Agreement shall automatically renew for additional one-year periods at the expiration of the original term and each renewal period thereafter unless terminated pursuant to Section 6.

The Territory is the United States of America and will be non-exclusive except for the Exclusive Account list, which is attached hereto as Exhibit B. Vilex specifically reserves the right to sell the Products in the Territory through alternate arrangements, including National Accounts contracts/organizations.

The term “Products” shall mean those products listed in Exhibit A.

Vilex agrees:

To notify Representative, via email, a minimum of 30 days in advance of any planned price change to the following email address: ***@***.

To provide literature, price lists, and clinical study reprints as deemed applicable and available for distribution.

To invoice all Customers directly. All payments due from Customers shall be made directly to Vilex. In the event any Customer makes payment for any Products to Representative, Representative shall immediately forward such payment to Vilex. It is further expressly agreed that Representative has no authority to make any allowance (including rebates, discounts, promotions and consignments) with respect to the Products without the prior written consent of Vilex.

To defend, indemnify and hold harmless Representative and its affiliates, officers, directors, members, managers, employees, representatives, and agents from and against any and all claims, damages, losses, liabilities, costs and expenses arising out of Vilex’ performance under this Agreement that are caused in whole or in part by Vilex’ willful misconduct or negligent act or omission or that are caused by the willful misconduct or negligent act or omission of any person employed or engaged by Vilex for whose acts Vilex may be liable.

To hold as confidential any and all information with respect to Representative, or the business, products and activities of Representative which is furnished or disclosed to Vilex by Representative or which otherwise becomes known to Vilex in connection with or as a result of its performance under this Agreement and which is not in the public domain shall be treated as confidential information by Vilex. Vilex will not disclose such information to others, will take all precautions that are reasonably necessary to prevent the disclosure of such confidential information, and will use such information only in connection with the performance of its obligations under this Agreement. In the event Vilex shall breach any of its obligations with respect to this Paragraph, Vilex agrees that Representative, in pursuing its remedies at law or in equity, shall be entitled to seek a temporary restraining order or a preliminary injunction against Vilex as a remedy for any such breach without posting any type of bond.

When there is no consistent Product utilization, Product requested by Representative shall (at Representative’s request) be delivered directly to facilities where Vilex is an approved vendor. Product maintenance and return to Vilex will be the sole responsibility of Representative.

REPRESENTATIVE agrees:

To provide best efforts to actively promote and sell Vilex’ Products and follow-up leads provided by Vilex. Any expenses associated with any sales or attempted sale shall be borne by the Representative.

Not to promote or advertise the Products in any way that exceeds the scope of product clearances or is different in meaning from the statements made by Vilex in its own marketing or sales literature. Any additional advertising or promotional materials created by Representative must be approved in writing by Vilex prior to any use thereof by Representative. All solicitations of orders by Representative from Customers shall be conducted in accordance with such prices, quantities, procedures, policies, Instructions for Use and other terms and conditions as may be agreed from time to time between Representative and Vilex. Further, Representative shall act in conformity with all laws, federal, state, and local, affecting the sale of Products, including without limitation, the antitrust laws, and the Federal Trade Commission’s regulations.

To furnish Vilex with reasonable information to Vilex to allow Vilex to evaluate the current or potential sales of the Products in the Territory, and to inform Vilex promptly of any factor known to Representative which might materially and adversely affect current or potential sales of the Products in the Territory.

To hold as confidential any and all information with respect to the Products, Vilex, or the business and activities of Vilex which is furnished or disclosed to Representative by Vilex or which otherwise becomes known to Representative in connection with or as a result of its performance under this Agreement and which is not in the public domain shall be treated as confidential information by Representative. Representative will not disclose such information to others, will take all precautions, which are reasonably necessary to prevent the disclosure of such confidential information, and will use such information only in connection with the performance of its obligations under this Agreement. In the event Representative shall breach any of its obligations with respect to this Paragraph, Representative agrees that Vilex, in pursuing its remedies at law or in equity, shall be entitled to seek a temporary restraining order or a preliminary injunction against Representative as a remedy for any such breach without posting any type of bond.

That during the term of this Agreement (including any renewal term) and for one year thereafter, Representative agrees not to (i) engage in any act to solicit any supplier of Vilex or any established Authorized Vilex representative or agent of the Products, to cease or reduce doing business with Vilex; or (ii) engage in any act to interfere with the contractual relationship between Vilex and any such supplier of Vilex or subject to the terms of Exhibit A hereto any established Authorized Vilex representative or agent of the Products.

To forward to Vilex, within 24 hours of the receipt of notice, any customer complaints with regard to the Products and to assist Vilex with the identification of any affected customers in the event of product recall.

That no restrictive covenants exist which may limit the Representative’s activities in the Territory or field and/or area of this Agreement, and to indemnify, defend and hold Vilex, its shareholders, employees and managers harmless from any suits, actions, or claims arising from the Representative’s relationship in any fashion with any other business or related entity or party.

To remain a Representative in good standing, avoiding insolvency, and agreeing to pay its just debts as they may be due and owing.

That Vilex may, with written agreement from Representative, establish a Product end-user pricing floor at or below which a sale must be pre- approved by Vilex, and Vilex may or may not, at its sole discretion, pay commissions according to paragraph 4a.and Exhibit A.

To comply with and cause its shareholders, officers, directors and employees to be bound by and comply with the provisions of paragraphs 5.c. and 5.e. herein and any covenants or agreements set forth in Exhibit A attached hereto.

That all trademarks, trade names, logos, copyrights and other intellectual property rights used or adopted by Vilex in connection with the Products or any other business of Vilex (“Trademarks”) shall at all times be and remain the exclusive property of Vilex or its licensors. Representative will not in any way dispute or contest the validity of the Trademarks, Vilex’ (or such licensors’) ownership of or right to license the Trademarks or Vilex’ right to use and control the use of the Trademarks, nor will Representative do or permit to be done any action or thing which will in any way impair the rights of Vilex or such licensors in and to the Trademarks. Representative acknowledges and agrees that any use of the Trademarks will not create in it any right, title, or interest in and to the Trademarks and agrees that all use of the Trademarks and any goodwill associated therewith will inure to the benefit of Vilex or such licensors. Representative will not adopt or use in any way (including as a part of its trade name) any trademark, trade name, mark, logo, or symbol which, in the opinion of Vilex, is similar to or likely to be confused with any of the Trademarks. Representative will immediately notify Vilex of any activity or trademark usage that appears to conflict with Vilex’ right, title or interest in and to any of the Trademarks.

To indemnify Vilex and Vilex’ directors, officers, shareholders, employees, and representatives against all claims, damages, losses, and expenses, including reasonable attorney’s fees and expenses, arising out of Representatives performance under this Agreement that are caused directly by Representative’s intentional and willful misconduct or negligent act or omission or of any person employed or engaged by Representative for whose acts Representative may be liable under this paragraph.

Either party may terminate this Agreement for cause if, after giving thirty (30) days written notice to the other of the cause for termination of this Agreement, such cause shall, at the expiration of said thirty (30) day period, remain uncured. Cause shall be defined as:

Breach or failure by either party to perform any material term or condition of this Agreement;

Representative becomes insolvent or unable to pay debts as they mature or makes assignment for the benefit of creditors, or any proceeding is instituted by or against the Representative alleging that the Representative is insolvent or unable to pay its debts as they mature or under any Federal bankruptcy laws or State insolvency laws or a trustee or receiver or other court officer is appointed for any property or business of the Representative or any property of the Representative is attached.

This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous proposals, oral or written and all negotiations, conversations, or discussions had between the parties related to the subject matter of this Agreement.

Should any part or portion of the Agreement, for any reason, be declared invalid, such decision shall not affect the validity of the remaining portions hereof, and such remaining portions shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated.

This Agreement is not assignable without the prior written consent of Vilex, such consent not to be unreasonably withheld, conditioned, or delayed.

Terms and conditions of this Agreement may be modified only by mutual written agreement.

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the state of Tennessee, without reference to conflict of laws principles or statutory rules of arbitration. Any action, litigation, claim, dispute, or proceeding relating in any way, either directly or indirectly, to this Agreement or the subject matter hereof shall be brought exclusively in the courts located in the State of Tennessee, County of Warren, USA, and further, the parties hereto specifically consent and agree that the jurisdiction and venue of the courts located in the State of Tennessee, County of Warren, USA are appropriate and proper. The prevailing party shall be entitled to collect from the other parties, the prevailing party’s reasonable attorneys’ fees and costs in connection with any action or proceeding (including arbitration) against such other parties seeking to enforce any provision of, or based on any right arising out of, this Agreement.

Either party may, at its own expense, audit the other to the extent necessary to confirm the amounts payable or receivable hereunder. Such audit shall be conducted by an independent certified accounting firm.

The parties recognize that this Agreement does not create any actual or apparent agency, partnership, joint venture, or franchise between the parties. Neither party is authorized to enter into or commit the other to any agreements, and neither party shall represent itself as the agent or legal representative of the other party.