Amendment B to Manufacturer Exclusive Distributor Agreement, dated October 1, 2013
EX-10.2 3 wndm_ex102.htm wndm_ex102.htm
Exhibit 10.2
Amendment B
to
Manufacturer Exclusive Distributor Agreement
Between Wound Care Innovations, LLC and Academy Medical, LLC
Dated June 26, 2013
Whereas Wound Care Innovations, LLC (“Manufacturer”) and Academy Medical, LLC (“Distributor”) entered into a Manufacturer Exclusive Distribution Agreement on June 26, 2013; and
Whereas Manufacturer and Distributor entered into a Distribution Services Agreement for surgical products on June 26, 2013; and
Whereas Manufacturer and Distributed entered into the Amendment A to the Manufacturer Exclusive Distributor Agreement on August 7, 2013;
The Distribution Services Agreement is hereby terminated effective October 1, 2013.
The Manufacturer Exclusive Distribution Agreement is hereby amended as follows:
Section 2.f is deleted in its entirety and replaced with the following:
“Notwithstanding anything in this Agreement to the contrary, the exclusive arrangement described in Section 2.E above may, at the election of the Manufacturer, and upon written notice from Manufacturer to Distributor, terminate this exclusivity provisions of this agreement, if during Year 2, 3, 4 or 5 of the schedule below, Distributor fails to purchase at least seventy-five percent (75%) of the following minimum dollar amounts of the respective products from Manufacturer during such Year (each, a Sales Threshold”):
| Year | ||||||||||||||||||||
| Year Ending September 30, | 1 | 2 | 3 | 4 | 5 | |||||||||||||||
| Total Purchases | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
| $ | 1,150,000 | $ | 2,350,000 | $ | 3,275,000 | $ | 4,443,750 | $ | 5,829,688 | |||||||||||
Exhibit A is amended to include the following items:
| Product Number | Size / Description | Pricing |
| WCI-01-SACRXP | CellerateRX Surgical Powder, 1g (box of 10) | $1,150.00 |
| WCI-05-SACRXP | CellerateRX Surgical Powder, 5g (box of 10) | $5,000.00 |
In Witness Whereof, the Parties have executed this Agreement as of the date indicated by the signatures below.
Academy Medical, LLC
By: /s/ David Spinola
Printed: David Spinola
Title: Chief Financial Officer
Date: 10/1/2013
Wound Care Innovations, LLC
By:/s/ Robert H. Lutz, Jr.
Printed: Robert H. Lutz, Jr.
Title: Chief Executive Officer
Date: 10/1/2013
