Distributor Agreement

Distributor Agreement

This Distribution Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of this [insert date],
between [insert name of the company] having its principal place of business at [insert physical address] (hereinafter referred to
as “D.B.A”) and [insert name of the distributor]., a              corporation, having its principal place of business at [insert physical
address], (hereinafter referred to as “Distributor”).

WITNESSETH:

WHEREAS, [insert name of the company] is the owner, manufacturer, and developer of certain Products defined IN Appendix
A; and

WHEREAS, Distributor wishes to be appointed as a distributor of the Products in the territory as herein defined under the terms
and conditions of this Agreement;

NOW THEREFORE, the parties agree as follows:

SECTION 1 DEFINITIONS
In this Agreement, the following terms shall have the meanings assigned to them:
1) The “Parties” means XXXX and the Distributor, and “Party” means either of them.
2) The “Products” shall be the goods (all of which are radiopharmacy products) as listed on Appendix A attached hereto.
3) The “Territory” shall mean the collective area encompassed within the geographical boundaries of the countries listed on
Appendix B attached hereto, with the exception of the “House Accounts” (if any) as noted on Appendix B.
4) The “Clients” shall mean end users of the Products whose use of the Products takes place in the Territory and are associated
directly to the Distributor, with the exception of the “House Accounts” and clients of House Accounts of XXXX in the
Territory.
5) The “Term” shall mean the period commencing upon the Effective Date and (subject to early termination in accordance
with the terms of this Agreement) expiring at 11:59 pm on December 31, 2024.
6) “Force Majeure” shall mean an event or circumstance beyond the reasonable control of a Party and which, despite the
exercise of diligent efforts, that Party is unable to prevent, including Acts of God, government restrictions, wars,
insurrections, failure of carriers, pandemics, strikes, labor disputes, failures of electricity supply not caused by non-payment
of amounts owing, and inability to obtain essential ingredients or supplies.

SECTION 2 PURPOSE OF THE AGREEMENT AND APPOINTMENT OF DISTRIBUTOR
XXXX hereby appoints Distributor and Distributor hereby accepts the appointment, as a Distributor of the Products listed on
Appendix A within the Territory.

XXXX hereby grants to the Distributor, and the Distributor hereby accepts, the right to act as XXXX authorized distributor of the
Products to the Clients for the duration of the Term (as hereinafter defined), subject to the terms of this Agreement. XXXX
reserves all rights not expressly granted in this Agreement.
SECTION 3 LEGAL POSITION OF THE DISTRIBUTOR – SELLING RIGHTS
3.1
a) The Distributor agrees to sell the Products only to the Clients.
b) The Distributor agrees to always sell the Products under its own corporate name as stated above.
c) The price to be paid by the Distributor to XXXXfor the Products, and the price to be charged by the Distributor to the
Clients for the Products, shall be agreed upon between the Parties from time to time during the Term, with initial prices
to be as stated on Appendix A attached hereto.
d) The Parties to this Agreement are independent contractors, and neither Party shall hold itself out to be a partner, joint
venture, agent, or subsidiary of the other, nor imply that the relationship between XXXX and the Distributor is anything
other than that of producer/distributor for the Products. Neither Party shall make any commitments, representations
or promises on behalf of the other Party, unless it has received prior, specific, express authorization from such Party in
writing.
3.2.

Distributor Agreement

a) The Distributor agrees to purchase the Products exclusively from XXXX, and to not purchase, sell or distribute
products from other producers that are equivalent to, or competitive with, the Products.
b) The Distributor warrants that it is not distributing or selling any existing product, nor is it developing (and it does not
hold any direct or indirect interest in) any new product(s) which could duplicate, replace or be in competition with, any
of the Products.
3.3.
The Distributor shall not, without prior written consent from XXXX, distribute or sell any of the Products to anyone except the
Clients, nor shall the Distributor sell any of the Products to a Client who the Distributor knows (or should with reasonable due
diligence have known) intends to resell the Products outside of the Territory.
SECTION 4 The Distributor’s Commitments
4.1.
(a) The Distributor has the power and authority to execute, deliver and perform its obligations under this Agreement and
neither the execution nor delivery of this Agreement nor the performance of its obligations hereunder will constitute a
breach of the terms or provisions of any contract or agreement to which it is a party.
(b) The Distributor undertakes to use its best efforts to promote sales of the Products in the Territory and will keep XXXX
informed on a regular (at least annually) and ongoing basis of its promotion and marketing activities.
(c) The Distributor will not enter into any agreement that is in direct conflict or competition with any material provision of
this Agreement in the Territory.
4.2.
The Distributor has the necessary financial resources and agrees to assign qualified people, both from a commercial and
technical standpoint, to distribute, promote, market, and sell the Products in the Territory.
4.3.
The Distributor will inform XXXX of customers’ feedback on the Products including users’ suggestions, modifications, or any
other comments.
4.4.
The Distributor agrees to maintain a sufficient inventory (with the exception of Lutetium-177 chloride) to meet the foreseeable
demand from its customers, taking XXXX production time into consideration.
4.5.
The Distributor shall, at its own expense, promptly secure registration of the Products in each of the countries within the
Territory, and/or obtain any regulatory authorization required for the use of the Products in each of the countries within the
Territory. XXXX will provide the Distributor with reasonable technical information and documentation to facilitate the
Distributor’s securing of such registrations and authorizations.
4.6.
a) The Distributor shall comply at all times with all applicable laws and regulations in connection with the rules of
distribution, promotion and sales of the Products in the Territory and/or the fulfillment of its obligations under this
Agreement.
b) The Distributor undertakes to inform XXXXof any action for infringement brought by third parties, relating to XXXX
industrial property and proprietary rights, licenses granted and/or trademarks, and of any unfair competition or
practices by third parties, and will provide all relevant information and intelligence required to help XXXXin addressing
these disputes or actions.

4.7
Registration and regulation responsibilities are described and Appendix D
4.8

Distributor Agreement

On or before the expiration of five (5) working days after the end of each month, Distributor shall provide a confidential report
to XXX containing the following information as well as any other information reasonably requested by XXX from time to time:
a) a sales report which contains the names of purchasers, locations, part numbers, quantity and Dollar value of Products
sold in each such month; the part numbers, quantity and dollar value of any Products returned to Distributor by
customers; and any ship from stock and debit (“SSD”) numbers; and
b) an inventory report which contains a listing by part number and quantity of all Products in stock as of the end of such
month.

This monthly reporting is to be in the form of direct data transmission or magnetic media in standard computer readable format.

SECTION 5 XXXX Commitments
5.1.
XXXX undertakes, during the Term of this Agreement:
a) Not to confer its authorization upon any third-party person or company to distribute or sell any of the
Products to the Clients during the Term.
b) To refrain, directly or indirectly, from selling the Products to the Clients. Unless it is mutually agreed
and added as an Appendix to this agreement.

For clarity, the Parties expressly acknowledge that, notwithstanding the foregoing, XXXX shall be permitted to sell
the Products to the House Accounts.
5.2.
a) Subject to Section 4.6, XXXX will supply the Products to the Distributor on a CPT basis (Incoterms 2010) Tel Aviv airport.
All selling costs shall be the responsibility of the Distributor.
b) XXXX agrees to supply the Distributor with the training and documentation XXXX deems necessary for each of the
Products to facilitate sales. Each Party shall assume and pay for all costs related to its own personnel. Training, when
needed, will take place at XXXX facilities in Israel, unless otherwise agreed between the Parties.
5.3.
XXXX agrees to provide the Distributor with relevant technical information regarding the Products, written in English and
bearing the XXXX logo and address, which information shall include:
a) Product specifications.
b) Certificates of Analysis, and
c) An electronical file of promotional material as XXXX deems appropriate.
5.4.
The Distributor will manage all commercial communications with the Clients regarding the Products in the Territory.
Nevertheless, should XXXX request to visit to a Client, the Parties will work cooperatively to arrange such visit and shall conduct
it jointly. XXXX agrees not to initiate any direct contact with the Clients during the Term without prior written authorization from
the Distributor. If Clients in the Territory initiate direct contact with XXXX, XXXX may answer technical questions directly to the
Client and send a copy of the question and the answer to the Distributor. XXXX will not communicate any prices to the Clients.
SECTION 6 TERMS AND CONDITIONS
The Products are being sold by XXXX to the Distributor under the terms and conditions of this Agreement and XXXX general sales
terms and conditions. In the event of any direct conflict between the terms and conditions of this Agreement and XXXX general
sales terms and conditions, the terms and conditions of this Agreement shall govern.
SECTION 7 XXXX INTELLECTUAL PROPERTY RIGHTS
7.1

Distributor Agreement

During the term of this Agreement, Distributor is authorized by XXXX to use the Trademarks in connection with Distributor’s
advertisement, promotion, and distribution of the Products. Distributor shall use the Trademarks only in signs and printed
material furnished or approved in writing by an authorized representative of XXXX. Distributor shall not use the Trademarks, or
any part thereof, separately or in combination, as a part of or in connection with its firm, trade, or corporate name. Distributor’s
use of the Trademarks will be in accordance with XXXX’s policies in effect from time to time, including but not limited to
trademark usage and co-operative advertising policies.
As both a covenant by Distributor and a condition of XXXX’s sale or license of the Products to Distributor, Distributor will include
on each copy of the Products that it distributes, and on all containers and storage media, all copyright, patent, trademark, and
other notices of proprietary rights included by XXXX on the Products. Distributor agrees not to alter, erase, deface, or overprint
any such notice on anything provided by XXXX.
Distributor has paid no consideration for the use of XXXX’s copyrights, patents, trademarks, or trade secrets and nothing
contained in this Agreement shall give Distributor any interest in any of them. Distributor acknowledges that XXXX owns or
holds a license to all copyrights, patents, trademarks, or trade secrets related to the Products and agrees that it will not
knowingly at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the
validity or enforceability of any copyrights, patents, trademarks, or trade secrets owned by or licensed to XXXX (including,
without limitation, any act, or assistance to act, which may infringe or lead to the infringement of any copyrights, patents,
trademarks, or trade secrets related to the Products). Nothing in this paragraph shall prevent Distributor from challenging the
validity of any trademark, copyright, or patent. Distributor agrees not to attach any additional trademarks, logos, or trade names
to any Product. Distributor further agrees not to affix any of the Trademarks to any product not manufactured or sold by XXXX.
Upon expiration or termination of this Agreement, Distributor will immediately cease all display, advertising and use of all
Trademarks and will not thereafter use, advertise, or display any name, mark or logo which is, or any part of which is, similar to,
or confusing with, any Trademark or other name, mark, logo or designation associated with any Product.
SECTION 8 ORDERING PROCEDURES
7.1.
The Distributor shall place orders with XXXX for the Products which the Distributor intends to resell to the Clients and XXXX
undertakes to supply the Distributor in accordance with the delivery schedule agreed upon between the Parties at the time of
ordering.
7.2.
In the event that supplies of the Products are limited due to a Force Majeure, XXXX shall endeavor to partially supply the
Distributor’s orders from such stock as is available, in the same proportion as the Distributor’s orders bear to the total orders
received by XXXX for the Products.
SECTION 9 PRICES AND PAYMENT
8.1.
The Distributor shall buy the Products during the Term of this Agreement for the prices as set forth on Appendix A (as amended
from time to time).
8.2.
Payment will be made by the Distributor to XXXX by bank transfer within 30 days from the date of invoice. Overdue payments
shall bear interest at a rate of 1.5% per month. Failure by the Distributor to pay any invoice (together with any accumulated
interest) within sixty (60) days of the date of the invoice shall constitute a material breach of this Agreement by the Distributor.
8.3.
Local banking charges, including TTL charges, will be borne by each Party separately for its own bank.
SECTION 10 DELIVERY, RISK AND TITLE
9.1.

Distributor Agreement

Subject to Section 4.6, delivery of the Products shall be CPT (Incoterms 2010) Tel Aviv airport, unless the Parties expressly agree
otherwise in writing for a specific order. The prices as set forth on Appendix A (as amended by the Parties from time to time)
are based on delivery CPT Tel Aviv airport.
9.2.
All risks shall pass to the Distributor upon delivery, but legal title shall pass to the Distributor only after full payment of the
applicable order has been received by XXXX.
SECTION 11 NO ASSIGNMENT
The Distributor shall not be entitled to transfer or assign any of its rights, benefits, or obligations under this Agreement, except
with the prior written consent of XXXX.
SECTION 12 MARKET FORECASTING
11.1.
The Distributor will provide XXXX, on or before February 15 th of each calendar year, with an annual market forecast for the same
calendar year, including itemized quantities of each of the Products (the “Annual Forecast”). The Annual Forecast shall reflect
the Distributor’s best estimate of the quantities of each of the Products that the Distributor shall be purchasing from XXXX
during the year.
11.2.
In addition to the Annual Forecast, the Distributor shall provide XXXX with a quarterly sales report for the Products. This Report
will be forwarded to XXXX in no later than thirty (30) days after the end of the applicable calendar year quarter.
11.3.
If for a given year, if the total volume of the Distributor’s purchases from XXXX is 50% or more below the Annual Forecast, XXXX
will be entitled to terminate this Agreement two months after sending written notice to this effect. XXXX right to terminate shall
not apply if such sales volume shortfall is the result of a Force Majeure which the Distributor has alerted XXXX of during the
applicable calendar year. If XXXX fails to enforce this clause in one or more years, such failure(s) shall not affect its ability to
enforce it during a subsequent year.

SECTION 13 QUALITY
12.1.
XXXX confirms that prior to delivery all required tests and quality control procedures will have been satisfied in relation to the
specific Product. A copy of the associated testing documentation will be forwarded to the Distributor as a part of the shipment
of such Product.
12.2.
Without prejudice to either Party’s rights hereunder, a Party will immediately notify the other Party’s Quality Assurance
Manager (or other designated person) in the event of any circumstances coming to its knowledge which such Party believes may
lead to a claim being made against the other Party and its clients, relating to the Products. This includes, but is not limited, to
events such as failure or difficulties disclosed by the quality control tests carried out on the Products or continued stability
testing, with the details of such notification to be promptly confirmed in writing.
12.3.
XXXXwill disclose to the Distributor the relevant necessary details of the results of the quality control test carried out on the
Products if these details are requested by the Distributor ’s Quality Control Manager (or other designated person).
SECTION 14 WARRANTY
13.1.

Distributor Agreement

XXXX confirms that all products manufactured and supplied under this Agreement shall comply with XXXX technical
specifications or such other specifications as have been agreed upon between the Parties in writing.
13.2.
XXXX warrants that all Products adhere to the Certificate of Analysis for the period up to the Expiration Date as noted on the
Product documentation.
THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER LIABILITIES, OBLIGATIONS AND/OR WARRANTIES, EXPRESS OR
IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED AND/OR STATUTORY WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED AND/OR STATUTORY WARRANTIES ARISING FROM THE COURSE
OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE).
IN NO EVENT AND UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY OF TORT, CONTRACT OR OTHERWISE, SHALL
XXXXBE LIABLE FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND,
INCLUDING (BY WAY OF EXAMPLE AND NOT BY WAY OF LIMITATION), DAMAGES FOR LOSS OF USE OR LOSS OF PROFITS, LOSS
OF GOODWILL, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED (WHETHER FROM BREACH OF
CONTRACT OR BREACH OF WARRANTY OR OTHERWISE), EVEN IF XXXXHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
IN NO EVENT SHALL XXXX’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED US $100,000.
13.3.
In order to avail itself of the remedies under XXXX warranty, the Distributor must notify XXXX, in writing and without delay, of
any quality claim that has been received. XXXXwill address such claim under the procedures defined in its quality program.
13.4.
If XXXXdeems that such claim is valid, the Distributor shall return the defective Product and XXXXshall replace it with no costs to
be borne by the Distributor (with the exception of Lu-177 chloride product).

SECTION 15 CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETITION
14.1.
The Distributor recognizes that by virtue of this Agreement the Distributor occupies a position of strict confidence and trust with
XXXX, and agrees to respect XXXX proprietary rights and warrants that it shall keep confidential all information, documentation
and intellectual property regarding the Products. The Distributor further agrees not to use, exploit, or disclose any such
proprietary information pertaining to XXXXor the Products for any purpose other than for the due performance of the
Distributor’s obligations under this Agreement. The Distributor shall be responsible for the compliance with these confidentiality
obligations by its employees (past or present), and all persons or entities acting on behalf of the Distributor. The Distributor shall
return all such proprietary information, including all copies, software disks and hardware to XXXXwithin 14 days following the
termination or expiration of this Agreement.
14.2.
The Distributor shall not develop, manufacture, distribute, or promote any products that may directly compete with the
Products. The provisions of this clause 14.2 shall remain in force for a period of one (1) year following the expiration or
termination of this Agreement. Any breach of this covenant by the Distributor shall (in addition to any other remedies available
to XXXX) entitle XXXXto immediately terminate this Agreement or to cancel the limited exclusivity provided in this Agreement to
the Distributor.
SECTION 16 FORCE MAJEURE
15.1.
Neither Party shall be liable for failure to perform or delay in performing obligations set forth in this Agreement, and the
affected Party shall not be deemed in breach of its obligations, if, to the extent and for so long as, such failure or delay or breach

Distributor Agreement

is due to a Force Majeure. Inability to make a payment required under this Agreement shall not constitute a Force Majeure or
cause beyond the affected Party’s control. If a Party desires to invoke this Section 15.1, then the Party shall notify the other
Party promptly of such desire and shall use reasonable efforts to resume performance of its obligations as soon as is reasonably
possible. If the delay or impediments, due to such events, exceed a period of three months, the Parties shall consult with each
other to find a solution to any problem created by such a delay or impediment and may agree upon any amendment to the
terms and conditions of this Agreement, which they shall deem necessary.
SECTION 17 DURATION
16.1.
This Agreement will be effective during the Term, and subject to Section 17 below. The Parties shall in good faith seek to agree
upon the sales objectives for the next ensuing renewal period.
SECTION 18 TERMINATION
17.1.
Notwithstanding Section 16.1 above, XXXXshall have the right to terminate this Agreement immediately upon the occurrence of
any one of the following events: (a) all or a substantial part of the Distributor’s assets are sold or otherwise transferred; (b) the
Distributor is merged or consolidated with any other person or entity; (c) a receiver, trustee, or liquidator is appointed for any of
the Distributor’s properties or assets; (d) the Distributor admits in writing its inability to pay its debts as they mature; (e) the
Distributor makes a general assignment for the benefit of creditors; (f) the Distributor is adjudicated as bankrupt or insolvent; (g)
a petition for the reorganization of the Distributor or an arrangement with its creditors, or readjustment of its debts, or its
dissolution or liquidation is filed under any law or statute; (h) the Distributor ceases its business activities, commences
dissolution or liquidation; (i) the Distributor becomes subject to the control of any firm or company competitive to the business
of XXXX; or (j) the Distributor fails to make timely payment for the Products as herein provided. It shall be the duty of the
Distributor to immediately notify XXXXof the occurrence of any of the events listed in Section ‎1 7.1 (a) to (i) above. In the event
of termination or expiry of this Agreement for any reason, there shall be no severance payment or indemnity obligations upon
XXXXin respect of the Distributor.
17.2.
In addition, notwithstanding Section 16.1 above, XXXXshall be entitled to terminate this Agreement at any time, by written
notice to the Distributor, without indemnity, in the event that the Distributor:
a) undergoes a change of control, which objectively (in the reasonable view of XXXX) would be prejudicial to or would
introduce inimical factors to the continuation of this Agreement for XXXX, effective 30 days after XXXX written notice of
cancellation (such cancellation to exclude pre-existing orders);
b) is selling products in competition with the Products;
c) ceases to market and sell the Products for a period of 45 days or longer; or
d) breaches a material term of this Agreement, and fails to remedy such breach within thirty (30) days of written notice from
XXXX.
17.3
In addition, notwithstanding Section 16.1 above, the Distributor shall be entitled to terminate this Agreement at any time, by
written notice to XXXX, without indemnity, in the event that XXXX:
a) undergoes a change of control, which objectively (in the reasonable view of the Distributor) would be
prejudicial to or would introduce inimical factors to the continuation of this Agreement for the Distributor,
effective 30 days after the Distributor’s written notice of cancellation (such cancellation to exclude pre-existing
orders);
b) ceases to produce the Products for a period of 45 days or longer; or
c) breaches a material term of this Agreement, and fails to remedy such breach within thirty (30) days of written
notice from the Developer.
17.4
a) Except as may otherwise be expressly provided for herein, termination of this Agreement due to a Party’s
breach shall be without limitation to any other remedy a non-defaulting Party may have because of the
breach. Without limiting the foregoing, termination by XXXXdue to a material breach by the Distributor shall
not relieve the Distributor of responsibility for payments which would otherwise be due and owing through to
the date of termination (and beyond the date of termination for pre-existing orders).

Distributor Agreement

b) Upon termination or expiration of this Agreement for any reason, nothing in this Agreement shall be construed
to release either Party from any obligations that accrued prior to the effective date of such termination or
expiration. Sections 6, 13, 14, 17.4, 18, 19, 20, 22 and 23 shall expressly survive the termination or expiration
of this Agreement.
SECTION 19 EFFECTS OF EXPIRATION OR TERMINATION OF THIS AGREEMENT
18.1.
Upon the expiration or termination of this Agreement for any reason whatsoever, the Distributor shall cease the distribution,
marketing and sales of the Products and the use of documents, information or rights provided hereunder. Notwithstanding the
foregoing, the Distributor shall have the right to sell remaining inventory to the Clients, provided that it promptly apprises
XXXXof each such sale transaction.
18.2.
If this Agreement expires or is terminated for any reason, the Parties agree to cooperate on behalf of the Clients to provide a
smooth commercial transition for warranty and non-warranty support.
18.3.
XXXXshall execute the accepted orders placed by the Distributor between the date of the termination and the actual date of
expiration, or termination of this Agreement as the case may be.

Distributor Agreement

SECTION 20 DISPUTE RESOLUTION
19.1. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of England without reference to its conflict of
law provisions. The provisions of the United Nations Conventions on Contracts for the International Sale of Goods shall not apply
to this Agreement. Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the London Court of
International Arbitration in accordance with the LCIA Arbitration Rules for the time being in force, which rules are deemed to be
incorporated by reference in this clause. The tribunal shall consist of one arbitrator. The arbitrator shall be authorized to issue
injunctions and interim orders. The language of the arbitration shall be English. The arbitrator shall have relevant knowledge
experience and skills in the manufacturing industry and shall be exempt from the civil procedure rules and the rules of evidence
but shall be bound by substantive law and by the duty of citing grounds for his or her ruling. The Parties acknowledge and agree
that a violation or threatened violation of the confidentiality and intellectual property provisions of this Agreement, may cause
irreparable injury to the affected Party, entitling the affected Party to seek equitable relief, including specific performance and
injunctive relief, in addition to all other legal remedies from a court of competent jurisdiction, without waiving its right to
arbitration and without having to post bond. Each party retains the right to seek judicial assistance: (a) to compel arbitration; (b)
to obtain interim measures of protection pending arbitration; and (c) to enforce the decision of the arbitrator, including the final
award.
SECTION 21 ENTIRE AGREEMENT
This Agreement, including the Appendices attached hereto and incorporated as an integral part of this Agreement, constitutes
the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes any and all previous agreements
by and between XXXXand the Distributor, as well as all proposals, oral or written, and all negotiations, conversations or
discussions heretofore held between Parties related to this Agreement.
SECTION 22 AMENDMENT
This Agreement shall not be deemed or construed to be modified or amended, in whole or in part, except by written
amendment signed by the Parties hereto.
SECTION 23 NOTICES – COMMUNICATION
All documents, notices, or other communications which are required or permitted hereunder shall be in the English language
and shall be in writing and sufficient if delivered by hand, by facsimile (if a transmission confirmation is received by the sender),
by email, or by a recognized international or overnight courier, to the persons at the addresses set forth below (or at such other
addresses as may be provided hereafter), and shall be deemed to have been delivered as of the date so delivered.

To XXXXX:
XXXX
Tel:
Fax:
Email:

To Distributor:
__
__
__
__
Tel:
Cell:
Fax:
Email:
Attention:
Attn: __________________

SECTION 24

AUTHORIZATION AND EXCECUTION

By executing this Agreement each Party represents and warrants to the other Party:
a) That the entry into and execution and performance of this Agreement have been fully and duly authorized by all
required corporate actions; and

Distributor Agreement

b) That the person signing this Agreement on behalf of a Party has been fully authorized by all corporate action to execute
this Agreement on behalf of the Party for which such a person is signing.
WITNESS the hands of the duly authorized representatives of the Parties as of the Effective Date:

XXXX Molecular Imaging LTD
Signature: _________________
Name: Eyal Gimshi
Title: GM Therapy

_____________________________
Signature: _________________
Name: _________________
Title: _________________

Distributor Agreement

APPENDIX A – List of the Products
1. Price List:
Product Name Product Description Price*
1-LUCF-002 non carrier added
1-LUCA-001 carrier added
9-PCK-079-1 Packaging and handling****

Shipping costs

* Fixed price per 1 mCi
XXXXshall only change the Price upon at least three (3) months’ prior notice to the Distributor.
APPENDIX B –
Territory: The United Arab Emirates

APPENDIX C – Delivery and Cancellation:
1. The Distributor shall pay in full for any orders which are not cancelled at least 11 days prior to their scheduled
calibration date.
2. Activity of the Products is calculated and calibrated in accordance with estimated usage dates specified in customer’s
purchase order. XXXX delivers the orders CPT Tel Aviv airport and is not responsible for delays in transit thereafter,
which may result in reduced activity.

APPENDIX D – Regulation in the TERRITORY
The DISTRIBUTOR shall be responsible for communicating to the XXXX all specifications regarding the PRODUCTS, their packaging,
labeling and use instructions, which are or may be required for their importation and sale in the TERRITORY.
In the event a medical prescription is necessary for the CUSTOMERS to order PRODUCTS in accordance with the current
regulations in the TERRITORY, the DISTRIBUTOR shall retain the necessary documentation for five (5) years. Upon the XXXX
request, the DISTRIBUTOR shall provide the XXXXwith a copy of said documentation within a forty-eight (48) hours delay.
Consequently, the DISTRIBUTOR agrees to indemnify and hold harmless the XXXXfrom and against any claim and related expenses
or loss of opportunity directly or indirectly due to the lack of conformity with requirements prescribed by the laws in force in the
TERRITORY.

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