Exhibit A

EX-10.8 3 is0423forms1aexh10_8.htm EXHIBIT 10.8

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.

 

EXECUTION VERSION

CONFIDENTIAL

 

Exhibit A

 

[****]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

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 “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. [****]

 

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. [****]. [****]. 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. [****].

 

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.