Exhibit A Product and Price list
Exhibit 10.8
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[****]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Exhibit A
Product and Price list
See attached for pricing. [****]
Discounts. Company shall receive a discount of [****] the GN ReSound [****] for products other than [****] and Entry Level Products, shall receive a discount [****] for Entry Level Products. For purposes of this Agreement, [****]. For purposes of this Agreement, “Entry Level Products” means hearing products determined by GN ReSound in its reasonable discretion to be entry level products equivalent to the [****] unit (as determined by GN ReSound in its reasonable discretion).
Exhibit “C”
Additional Terms and Conditions
Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the body of this Agreement.
1. Network Exclusivity. Company agrees that during the term of this Agreement, it will purchase hearing instruments exclusively from GN ReSound and that it will make available to Network Members through its private label network only hearing instruments sold by GN ReSound.
2. Private Label Network. During such period as GN ReSound maintains private label programs for its large resellers, GN ReSound will permit Network Members (defined below) to purchase private label products made available to Company hereunder in accordance with the term of this Agreement and extend payment terms to and collect payment from said network members in accordance with GN ReSound’s regular business practices. Company shall set the price for at which each Network Member may purchase GN ReSound products (the “Member Price”), provided that the Member Price for each product shall at all times and in all cases be greater or equal to the price at which the Company may purchase the same product hereunder. Company shall inform in writing GN ReSound of the Member Price for any Network Member and such change shall only be effective 10 business days after GN ReSound receives written notice of such change. For each product purchased by a Network Member, GN Resound will pay Company a rebate equal to the amount by which the applicable Member Price actually collected by GN ReSound for such product sale exceeds the price payable by Company for such product hereunder. Agreements between GN ReSound and Company Network Members shall be arms-length arrangements and GN ReSound shall not have the right to offset rebate payments against any payments that are past due and uncollectible from Network Members. GN ReSound will settle the aggregate rebate owed hereunder on a monthly basis; provided that the Company agrees that GN ReSound may apply any rebates payable to Company to any past due amount owed by MFHC under the MFHC Agreement (and to any past due owed by Company according to GN ReSound’s terms under Section 1.4 of this Agreement).
3. Notwithstanding the restrictions set forth in Section 1.3 of the Agreement, and during such period as GN ReSound maintains private label programs for its large resellers, Company may resell private label products, manufactured by GN ReSound specifically for Company and purchased by Company from GN ReSound, to other hearing aid dispensing retail or independent distribution entities listed on Exhibit D from time to time (“Network Members”) which contract with Company to supply its private label products (purchased from GN ReSound). The Company may modify Exhibit D by providing thirty days written notice to GN ReSound to remove entities from the list of Network Member (in Company’s sole discretion) or to add new Network Members, subject to the approval of GN ReSound; and said approval will not be unreasonably withheld or delayed; provided that said approval shall not violate any federal anti-trust laws. Notwithstanding the foregoing, Company may not add MFHC as a Network Member and shall not resell its products to MFHC.
4. GN ReSound warrants that it is not currently considering termination of its private label program.
