Exhibit 10.1


 


[Certain identified information has been excluded
from the exhibit because it is both (i) not material and (ii) would be competitively harmful if disclosed.]


 


EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT


 


This Exclusive License and Distribution Agreement
is made and entered into as of November 9, 2021 (hereinafter the “Effective Date”) by and between:


 


Sonoma Pharmaceuticals, Inc., a company
incorporated and existing under the laws of Delaware, USA, having its principal office at 645 Molly Lane, Suite 150, Woodstock, Georgia,
30189, United States of America,


 


hereinafter referred to as «SONOMA»,
on the one hand


 


and


 


Dyamed Biotech Pte Ltd., a private corporation
duly incorporated and existing under the laws of the Republic of Singapore, with its principal office at 10 Ubi Crescent, Lobby C, #02-41
Ubi Techpark, Singapore, 408564, Singapore,


 


hereinafter referred to as «DYAMED»,
on the other hand.


 


SONOMA and DYAMED are herein individually referred
to as a “Party” and collectively referred to as “Parties”.


 


		WHEREAS:	



 


		A.	SONOMA, through its wholly-owned subsidiary, Oculus Technologies of Mexico, S.A. de C.V., manufactures
the product described in Schedule 1 hereto (hereinafter referred to as the “Product”) and currently holds all rights to the
Product, including in particular in the Territory.



 


		B.	SONOMA currently markets the Product internationally and has obtained marketing authorizations for the
Product in various countries.



 


		C.	DYAMED and SONOMA have previously entered into an Exclusive Distributorship Agreement dated October 20,
2005;



 


		D.	DYAMED wishes that SONOMA grant to DYAMED the exclusive right to purchase, import, distribute, sell and
promote the Products in the Territory;



 


		E.	DYAMED wishes that SONOMA grant to DYAMED an exclusive license to use the SONOMA’s Trademarks filed
or registered in the Territory with respect to the Product.



 


Now, therefore, in consideration of the above
and the mutual promises set forth below, SONOMA and DYAMED agree as follows:


 


		1.	INTERPRETATION AND DEFINITIONS




 


		1.1	For the purposes of this Agreement or any notice, consent, authorization, direction or other communication
required or permitted to be given hereunder, the singular shall include the plural and vice versa and the following expressions shall
have the following meanings, respectively, unless the context otherwise requires:



 


 






    	 	1	 



     


    

 


		(i)	“Affiliate” means a company that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the company specified. For the purposes of this definition, control will mean
the direct or indirect ownership of (a) in the case of corporate entities, securities authorized to cast more than fifty percent (50%)
of the votes in any election of directors, (b) in the case of non-corporate entities, more than fifty percent (50%) ownership interest
with the power to direct the management and policies of such non-corporate entity.



 


		(ii)	“Business Day” means any day except Saturday, Sunday and statutory holidays, on which
commercial banking institutions in Petaluma/CA, USA and Singapore are open for business. Any reference in this Agreement to “day”
whether or not capitalized will refer to a calendar day, not a Business Day.



 


		(iii)	“Commercially Reasonable Efforts” means, with respect to the efforts to be expended
by a Party in the performance of such Party’s obligations hereunder, the reasonable, diligent efforts to accomplish such objective
as a similarly situated party in the pharmaceutical industry would normally use to accomplish a similar objective under similar license
grants and circumstances.



 


		(iv)	“Confidential Information” means all secret, confidential or proprietary information
or data, whether provided in written, oral, graphic, video, digital or other form, provided by one Party (the “Disclosing Party”)
to the other Party (the “Receiving Party”) pursuant to this Agreement or generated pursuant to this Agreement, including but
not limited to, information relating to the Disclosing Party’s existing or proposed research, development efforts, patent applications,
promotional materials, ideas, strategies, clinical trials, quotations, development lists, formulae, manufacture processes, concepts, businesses
plans, marketing data, scientific data, prototypes, samples, scientific and technical information, projects, processes, procedures, know-how,
products, the terms of this Agreement and any other materials that have not been made available by the Disclosing Party to the general
public, including all information disclosed during the negotiations preceding this Agreement. Notwithstanding the foregoing, Confidential
Information will not include any information or materials that:



 


		(a)	were already known to the Receiving Party (other than under an obligation of confidentiality), at the
time of disclosure by the Disclosing Party to the extent such Receiving Party has documentary evidence to that effect;



 


		(b)	were generally available to the public at the time of its disclosure to the Receiving Party;



 


		(c)	became generally available to the public or otherwise part of the public domain after its disclosure or
development, as the case may be, and other than through any act or omission of a Party in breach of the confidentiality obligations under
this Agreement;



 


		(d)	were subsequently lawfully disclosed to the Receiving Party by a Third Party who had no obligation not
to disclose such information to others;



 


		(e)	were independently discovered or developed by or on behalf of the Receiving Party without the use of the
Confidential Information belonging to the other Party and the Receiving Party has documentary evidence to that effect; or



 


	 	(f)	is approved for disclosure by the Disclosing Party in writing.




 


Information included in the Confidential
Information shall not be deemed to be in the public domain or in the possession of either Party merely because the information is embraced
by partial or generalized disclosures in the public domain, nor will a combination of information be deemed to fall within any of the
exceptions set forth above simply because each of the elements is itself included within an exception if the significance of the combination
does not fall within any of the exceptions;


 


 






    	 	2	 



     


    

 


		(v)	“Contract Year “means each consecutive 12 (twelve) months period during the term of
this Agreement commencing on the Effective Date.



 


		(vi)	“Distribute”, “Distributed” or “Distribution”
means the import, storage, handling, transportation, sale, and offer for sale of Product.



 


		(vii)	“DYAMED Trademarks” means a trademark owned by DYAMED and used or required to be used
on the Packaging Materials and Marketing purposes for the Product pursuant this Agreement, applicable laws, and shall include, without
limitation, Ezyma and  Scarless, as listed in Schedule 2.



 


		(viii)	“Facility” means the Oculus Technologies of Mexico S.A. de C.V. facility in Industria
Vidriera 81, Fraccionamiento Industrial Zapopan Norte, Zapopan, Jalisco, Mexico or any future manufacturing facility that SONOMA may establish.



 


		(ix)	“Field” means human dermatology, oral and eye care.



 


		(x)	“Force Majeure Event” means any occurrence beyond the reasonable control of a Party
that prevents or substantially interferes with the performance by the Party of any of its obligations hereunder (other than payment obligations),
if such occurs by reason of any act of God, epidemics, pandemics, flood, fire, explosion, earthquake, strikes, out of the reasonable control
of the affected Party, casualty or accident; or war, revolution, civil commotion, acts of public enemies, terrorist attack, blockage or
embargo; or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government (to the extent such
government has ruling authority over such Party) or of any subdivision, authority or representative of any such government; or other similar
event, beyond the reasonable control of such Party.



 


		(xi)	“Governmental Authority” means any court, tribunal, arbitrator, agency, legislative
body, commission, department, bureau, official or other entity of (a) any government of any country, (b) a federal, state, province, region,
local, county, city or other political subdivision thereof, (c) any governmental or regulatory authority responsible for the grant of
Regulatory Approval including, or (d) any supranational body, in each case exercising governmental powers and having jurisdiction in connection
with this Agreement and action to be taken hereunder.



 


		(xii)	“Intellectual Property” shall mean any and all licenses, Know-How, rights to inventions
(whether or not reduced to writing), patents (including patents of addition, substitutions, reissues, extensions, reexaminations, renewals,
supplemental patent certificates, confirmation patents and registration patents), patent applications (including any provisionals, divisionals,
continuations, continuations-in-part and substitutions thereof), designs, design applications and design registrations, trademarks, trademark
applications, trademark registrations, trade names, trade dress, service marks, logos (whether registered or unregistered), copyrights,
copyright applications, copyright registrations, and other intellectual property rights now or hereafter recognized anywhere in the world
now or hereafter owned, held, prepared for or used by any of the Parties or any of its Affiliates.



 


		(xiii)	“Know-How” shall mean any data, results, technology, business information and other
information of any type whatsoever, in any tangible or intangible form, including know-how, trade secrets, practices, techniques, methods,
processes, inventions, developments, specifications, formulations, formulae, materials or compositions of matter of any type or kind (patentable
or otherwise), software, algorithms, marketing reports, expertise, technology, test data (including pharmacological, biological, chemical,
biochemical, toxicological, research, preclinical and clinical test data (including original patient report forms, investigator reports,
clinical protocols, statistical analyses, expert opinions and reports)), manufacturing data (including, analytical and quality control
data, stability data, other study data and procedures and other chemistry, manufacturing and control (CMC) data), safety or other adverse
reaction files and complaint files, presentations and papers from academic meetings or market research, in each case, together with all
supporting data and raw source data therefor, whether or not reduced to writing, now or hereafter owned by, in the possession of, known
to or controlled by any the Parties or its Affiliates;



 


 






    	 	3	 



     


    

 


		(xiv)	“Law” or “Laws” means the laws, statutes, rules, codes, regulations,
orders, judgments and/or ordinances of a Governmental Authority, and any implementing legislation or other applicable laws promulgated
by a Governmental Authority in the Territory, as any of the same may be amended from time-to-time, and directives, regulations, promulgations,
guidance and guidelines promulgated thereunder having jurisdiction over or related to the development, registration, approval, manufacture,
Marketing, Distribution and use of a Product in the Territory, as may be in effect from time-to-time.



 


		(xv)	“Market” or “Marketing” means activities directed to the marketing
or promotion of Finished Product, including appropriate mailings, attendance and participation at industry meetings and congresses, general
sales-force promotion, telesales, pre-marketing, advertising, educating and planning activities related to Finished Product. Marketing
will not include any activities related to research, manufacture or development of a Product.



 


		(xvi)	“Packaging Materials” means the label, package insert and carton for the outer packs
and all other packaging materials necessary for packaging Product.



 


		(xvii)	“Product” or “Products” means, collectively or individually as the
context requires, those SONOMA products specified in Schedule 1 of this Agreement.



 


		(xviii)	“Purchase Order” means each purchase order submitted by DYAMED to SONOMA pursuant to
Section 5.1(f) pursuant to which DYAMED orders Product from SONOMA.



 


		(xix)	“Regulatory Approval” or “Regulatory Approvals” means at the Effective
Date, all approvals (including, without limitation, where applicable, pricing approval), company and product registrations and renewals,
authorizations, permits, licenses, filings, and certifications of any Governmental Authority required to be held by a Party for the use,
Marketing and Distributing of a Product in the Territory, including without limitation, the Marketing Authorization.



 


		(xx)	“Sonoma Trademark” means a Trademark owned by SONOMA and used or required to be on
the Packaging Materials and Marketing purposes for the Product pursuant to this Agreement, applicable Laws, and shall include, without
limitation, Microcyn, as listed in Schedule 2.



 


		(xxi)	“Territory” means Indonesia, Malaysia, the Republic of Singapore and Thailand.



 


		(xxii)	“Third Party” means any person or company other than SONOMA, DYAMED or their respective
Affiliates.



 


	 	(xxiii)	“Trademark” means a trademark owned by a Party and any related word, name, symbol, color, shape or designation or
any combination thereof as well as any other word, name, symbol, color, shape or designation used in the performance by a Party of its
obligations hereunder or in the operation of its business, including any service mark, trade name, brand name, sub-brand name, trade
dress, product configuration, program name, delivery form name, certification mark, collective mark, logo, tagline, slogan, design or
business symbol, that functions as an identifier of source or origin, whether or not registered and all statutory and common law rights
therein and all registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of the foregoing.




 


		1.2	The following are the Schedules annexed to and incorporated in this Agreement by reference and deemed
to be a part hereof:



 


Schedule
“1” - Products


 


Schedule
“2” - Trademarks


 


Schedule
“3” - Minimum Annual Purchase Amounts and Pricing


 


 






    	 	4	 



     


    

 


		2.	GRANT of RIGHTS




 


		2.1	Under the terms and conditions hereinafter set out, SONOMA hereby grants to DYAMED the exclusive right
during the term of this Agreement, subject to DYAMED meeting its Minimum Annual Purchase Amounts and payment of USD [_____] per Contract
Year for the first ten (10) Contract Years during the Term of this Agreement:



 


		(a)	to purchase the Product from SONOMA for import into the Territory at mutually agreed-upon prices;



 


		(b)	to use SONOMA’s Trademarks filed or registered in the Territory on a royalty-free basis, on the
Finished Product Packaging Materials and the promotional material produced by DYAMED and solely to Market, Distribute and sell the Finished
Product in the Territory for use in the Field, as defined in Section 2.4 herein.



 


		2.2	DYAMED may utilize its Affiliates and Third Party sub-distributors, subject to prior written approval
of SONOMA which shall not be unreasonably withheld, and provided that DYAMED remains liable for all the work, acts and omissions of its
Affiliates and sub-distributors, including compliance with the terms of this Agreement. No use of Affiliates or subcontractors will release
DYAMED from its responsibilities and liabilities under this Agreement including, but not limited to, its indemnification obligations.



 


		2.3	DYAMED shall not have the right to actively, and shall not actively, import, Market, sell, Distribute
or use, or authorize any Sub Distributor or Third Party to import, Market, sell, Distribute or use any Product outside of the Territory
or for any use outside of the Field, especially for sales through websites. If SONOMA or DYAMED become aware of Product sold outside of
the Territory, DYAMED will take prompt action to stop such sales. Ongoing sales outside of the Territory in any form, including online
sales, will be considered a breach of this Agreement



 


		2.4	SONOMA, as Licensor, grants to DYAMED, as Licensee, an exclusive, non-transferable license to use SONOMA’s
Trademarks in the Territory in connection with the Product and DYAMED accepts the license subject to the following terms and conditions.



 


		(a)	Sublicensing of the SONOMA’s Trademarks by DYAMED is only allowed upon the written approval by SONOMA
of the proposed sublicensee and the terms of any sublicense. Any sublicense will be subject to the terms of this Agreement, and SONOMA
has the right to terminate any sublicense that is in breach of those terms.



  


		(b)	DYAMED acknowledges the ownership of SONOMA’s Trademarks to SONOMA, agrees that it will do nothing
inconsistent with such ownership and that all use of SONOMA’s Trademarks by DYAMED shall inure to the benefit of and be on behalf
of SONOMA.



  


		(c)	DYAMED agrees it will not apply to register any of SONOMA’s Trademarks (or any other marks that
contain SONOMA’s Trademarks) in the Territory, or in any jurisdiction, during the term of this Agreement or thereafter.



  


		(d)	DYAMED agrees that nothing in this Agreement shall give DYAMED any right, title or interest in SONOMA’s
Trademarks other than the right to use SONOMA’s Trademarks in accordance with this Agreement and License.



  


		(e)	DYAMED agrees that it will not attack the title of SONOMA to SONOMA’s Trademarks.



  


		(f)	DYAMED agrees that the nature and quality of the Products provided by DYAMED under this Agreement, and
all related advertising, promotional, and other related uses of SONOMA’s Trademarks by DYAMED, shall conform to standards set by
SONOMA and will otherwise be under the control of SONOMA.



  


		(g)	DYAMED agrees to cooperate with SONOMA in facilitating SONOMA’s control of the nature and quality
of the Products and use of SONOMA’s Trademarks on the Products and all related advertising, promotional, and other related uses
of SONOMA’s Trademarks by DYAMED, and to permit reasonable inspection of DYAMED’s use of SONOMA’s Trademarks and the
Products, and to supply SONOMA with specimens of use of the SONOMA’s Trademarks by DYAMED on request.



  


 






    	 	5	 



     


    

 


		(h)	DYAMED shall comply with all applicable laws and regulations and obtain all appropriate government approvals
in the Territory pertaining to the sale of the Products covered by this Agreement.



  


		(i)	DYAMED agrees to use SONOMA’s Trademarks only in the form and manner as prescribed by SONOMA, which
may be changed from time to time with reasonable notice.



 


		3.	EXCLUSIVITY 




 


		3.1	SONOMA hereby appoints DYAMED, and DYAMED hereby accepts appointment, as SONOMA’s exclusive and
sole importer, handler, storer, seller, distributor and promoter of the Product solely for the purpose of Marketing, Distributing and
Selling the Product in the Territory for use in the Field as provided in this Agreement and shall grant to DYAMED an exclusive license
to use SONOMA’s Intellectual Property and Know How related to the Product solely to the extent required for DYAMED to Market the
Product in the Territory for use in the Field. DYAMED acknowledges and agrees that this Section does not grant to DYAMED any license or
rights, whether express or implied, to any trade secret owned by SONOMA. In addition, for the purposes of Marketing as provided in this
Section, DYMAMED shall only be entitled to use the Intellectual Properties and Know How disclosed by SONOMA for this purpose.



 


		3.2	DYAMED shall not have any right to and shall not import, export, Market, Distribute, obtain Regulatory
Approval or use any Product outside of the Territory or for any use outside the Field, or solicit any Third Party to maintain offices,
storage depots, etc. outside the Territory with the intention to Market, Distribute, import, export, sell or obtain Regulatory Approval
for a hypochlorous-based product; or (ii) to duplicate, reverse engineer, modify or adapt (A) Product, or (B) any documentation provided
by SONOMA, without SONOMA’s prior written consent.



 


		3.3	DYAMED warrants that: (i) it has and will maintain an adequate organization for the fulfilment of its
obligations under this Agreement; and (ii) it is an independent Party assuming the risks of its own activity and nothing contained herein
will be construed to create an agency, partnership, employment or joint venture relationship between SONOMA and DYAMED.



 


		4.	MINIMUM PURCHASE VOLUMES




 


		4.1	DYAMED shall purchase purchase a quantity of Products in each Contract Year equivalent to the amounts
in USD stated in Schedule 3 of this Agreement. Such amounts comprehend the entire portfolio of Products and do not refer to any specific
Product. As such, the Parties agree that DYAMED is not obligated to purchase any minimum amount of any individual Product.



 


		4.2	In the event that DYAMED fails to make purchases of Products at least equal to the Minimum Annual Purchase
Amount set forth in Schedule 3, DYAMED shall have up to [______] months to make Product purchases equal to the difference between the
Minimum Annual Purchase Amount for the applicable Contract Year and the amount actually received by SONOMA in such Contract Year (the
“Deficit Amount”), in which case the Deficit Amount shall be counted for the preceding Contract Year, and shall not be counted
for the then current Contract Year in which it is paid.



 


		4.3	If DYAMED fails to purchase the current Minimum Purchase Amount in the following Contract Year with the
addition of the Deficit Amount of the preceding Contract Year, SONOMA shall be entitled to cancel DYAMED’s exclusivity for the Products
in the Territory or to terminate the Agreement pursuant to Section 9.2(c). Revocation of exclusivity or termination, in whole (if the
noncompliance is in regard to all Products under this Agreement) or in part (if the noncompliance is in regard to one or more Products,
but not to all Products at such given moment, under this Agreement) of this Agreement shall be SONOMA’s exclusive remedy under this
Agreement.



 


 






    	 	6	 



     


    

 


		5.	TERMS OF IMPORTATION, PURCHASE AND SUPPLY




 


		5.1	During the term of this Agreement, DYAMED shall:




 


		(a)	Purchase its requirements of the Product from SONOMA at the prices set out in Schedule 3 hereto;



 


		(b)	At all times have suitable resources and shall hold all administrative permits to register, import, handle,
store, Market and Distribute the Product in the Territory. Costs for licenses and permits necessary to import, Market, Distribute the
Product as well as taxes, duties, levies and other charges in the Territory shall be borne by DYAMED;



 


		(c)	Provide SONOMA with a non-binding rolling forecast, broken down by month, of its estimated requirements
of Product for the next 15 (fifteen) months (the “Forecast”) within ten (10) days of the end of each Contract Year;



 


		(d)	Provide SONOMA with a Purchase Order for the Product specifying (i) the quantity of Products and (ii)
desired delivery date, which shall not be less than [_______] days prior to the desired delivery date. Each Purchase Order shall specify
such date and the quantities of the Product ordered. The Parties can agree a shorter delivery date for any single Purchase Order only
if SONOMA accepts such Purchase Order in writing, and, if so accepted by SONOMA, such delivery time will supersede the [_______] day
delivery time for such Purchase Order;



 


		(e)	Handle and store all Products in good condition and in compliance with the applicable Laws, regulations
and specific handling and storage instructions provided by SONOMA until their resale to customers;



 


		(f)	Using its best efforts to Market and Distribute the Product bearing the appropriate SONOMA Trademarks
that are required to be set forth on the Packaging Materials in compliance with applicable Laws in force in the Territory;



 


		(g)	Refrain, without SONOMA’s prior written consent, from (i) any modification to the delivered Product,
including the Packaging Material, or (ii) using or disposing of the Product for any purpose other than the purpose permitted hereunder
or by applicable Law, nor allowing a Sub Distributor or Third Party to modify the Product, Packaging Material or labeling;



 


		(h)	Monitor and control the stocks of the Product and comply with all applicable Laws as well as any specific
instructions for the Product. DYAMED bears the risk for expired Product delivered in accordance with the agreed shelf-life, as per Section
5.2(c); and



 


		(i)	Keep and maintain records of all sales and other distributions of Product made by DYAMED or its Sub Distributors
sufficient to effectively, efficiently, and economically implement any recall of any Product. Upon SONOMA’s request, DYAMED shall
make such records available to SONOMA and otherwise cooperate as reasonably required to implement any recall.



 


		5.2	During the term of this Agreement, SONOMA shall:




 


		(a)	Within [_____] business days from the receipt of each Purchase Order, accept in writing to DYAMED the
respective Purchase Order. If a Purchase Order exceeds the amount forecasted for the relevant month in the Forecast, SONOMA may accept
all or part of the amount ordered exceeds the Forecast amount. SONOMA shall not be entitled to reject any Purchase Order, as long as the
Purchase Order is consistent with the agreed Forecast and complies with Section 5.1(f) above. If SONOMA does not expressly accept or reject
the Purchase Order within the aforementioned period, the Purchase Order shall be deemed accepted as to the amount that is consistent with
the Forecast, and the delivery date shall be [_____] days from the date of receipt of such Order. Any variation to this commitment
will be managed by exception and agreed, in good faith, between the Parties. The quantities to be delivered by SONOMA shall not vary more
than [_____] percent from the quantities ordered or DYAMED shall be entitled to reject delivery, and all costs and expenses, including
taxes, duties and levies, for the return of the rejected quantities shall be borne by SONOMA;



 


 






    	 	7	 



     


    

 


		(b)	Tender the ordered Product to the forwarding agent appointed by DYAMED on the confirmed date of delivery
pursuant to paragraph 5.2(a) above. All shipment of Product shall be Ex-works, at the Facility located at Industria Vidriera 81, Fraccionamiento
Industrial Zapopan Norte, Zapopan, Jalisco, Mexico (INCOTERMS 2010) or any other manufacturing facility that SONOMA may establish.



 


		(c)	Warrant to DYAMED, any approved Sub Distributor and any original purchaser of Product from DYAMED pursuant
to the terms of this Agreement, that the Product sold to DYAMED under this Agreement shall, when delivered to DYAMED, meet the then effective
and agreed upon specifications and shall be free from defects in design, materials and workmanship. THIS WARRANTY SHALL BE EXCLUSIVE AND
IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WITHOut limitation, any
implied warranty of merchantability or fitness). THE remedies set forth in this Agreement are exclusive and in lieu of any and all remedies
for any breach of SONOMa’s representations and warranties set forth in this paragraph;



 


		(d)	Replace at SONOMA’s own expense and as soon as possible after receipt of a written claim from DYAMED
which shall include such evidence or documentation reasonably appropriate:



 


		i.	subject to such claim being made within no more than 30 (thirty) days after delivery by SONOMA of the
Product in question as provided in Section 5.2(b) all quantities of the Product which are in shortage and/or present any visible defect
and/or fails to comply with the warranty set forth in paragraph 5.2(c).



 


		ii.	for all quantities of the Product with defects that are not in conformity with this Agreement that are
not readily discoverable within 30 (thirty) days (the “Latent Defects”) DYAMED shall promptly notify SONOMA of any Latent
Defects, but not later than 10 (ten) days after the date of discovery.



 


		iii.	should any dispute arise between the Parties in relation to the conformity of any batch of the Product
delivered to DYAMED, either Party shall be entitled to refer such batch to an independent expert who shall be appointed by mutual consent
of both Parties and whose decision, which shall be made within fifteen (15) days from the appointment, shall be binding and enforceable
upon both Parties, and the costs and fees of such expert and the transportation costs of the Product shall be borne by the Party whose
views shall not be upheld by the expert’s decision.



 


		(e)	Warrant to DYAMED that the Product does not infringe any Third Party rights whether it be by importing,
storing, selling, marketing or promoting the Product in the Territory;



 


		(g)	Be responsible for all packaging and labelling of Products.



 


		6	TERMS OF DISTRIBUTION of the PRODUCT




 


		6.1	DYAMED shall Market, distribute and sell the Product to customers for use in the Field in the Territory
on its own account.



 


		6.2	During the term of this Agreement, DYAMED agrees that it shall:




 


		(a)	Make Commercially Reasonable Efforts to promote and continue promoting the Product in the Territory, using
techniques and methods admissible and customary for the Marketing of Products in the Field in the Territory;



 


		(b)	Sell and deliver the Product to local customers in the Territory for use in the Field as supplied by SONOMA.
DYAMED shall not modify, alter or add to, or authorize any Affiliate or sub-distributor or other Third Party to modify, alter or add to,
any labelling of any Product without the prior written consent of SONOMA. DYAMED shall only sell the Product unexpired and in good condition;



 


 






    	 	8	 



     


    

 


		(c)	(i) use Commercially Reasonable Efforts to monitor and inform SONOMA as soon as it becomes aware of any
change in the Laws and regulations applicable to the Marketing or Distribution of the Product as well as to the Regulatory Approvals in
the Territory, and (ii) promptly notify SONOMA of any decision from the competent Governmental Authorities to suspend or discontinue the
sale of the Product in the Territory and/or to recall the Product from the market in the Territory;



 


		(d)	Refrain from, and cause its Affiliates and Sub Distributors to refrain from, Marketing and Distributing
any hypochlorous-based product in the Field, regardless of strength or form during the Term of this Agreement and for a period of three
(3) years thereafter.



 


		(e)	Promptly inform SONOMA of any adverse event to the Product occurring in the Territory of which DYAMED
is notified or becomes aware of.



 


		6.3	During the term of this Agreement, SONOMA agrees that it shall:




 


		(a)	Be responsible for all packaging and labelling of Product purchased by DYAMED under this Agreement.



 


		(b)	Provide DYAMED, free of any payment, with such data already in SONOMA's possession relating to the Product
as shall be reasonable for Marketing the Product in the Territory;



 


		(c)	Inform DYAMED of adverse reaction to the Product occurring outside the Territory and known to SONOMA;



 


		(d)	Maintain, during the Term of this Agreement all applicable licenses, permits, authorizations and GMP certificates
necessary to manufacture and sell the Products as provided herein;



 


		7.	PAYMENT and PRICING



 


		7.1	For the right to be the exclusive Distributor for the Territory, DYAMED shall pay to SONOMA USD
                                                           [____] per Contract Year. The first payment of USD [____] shall be due and payable within ninety [_____] calendar days of the
                                                           Effective Date and thereafter Dyamed shall make a payment of USD [____] on each anniversary of the Agreement for the first ten (10)
                                                           Contract Years.



 


		7.2	For each Purchase Order, DYAMED shall pay to SONOMA the prices set out in Schedule 3 hereto, subject to
the adjustment set out in paragraph 7.4.



 


		7.3	If a tariff, tax, duty or other fee (the “Tariff”) is imposed on the delivery any of the Products
to DYAMED, the prices shall increase by the actual cost of such Tariff.



 


		7.4	On each anniversary of the Effective Date, the Parties shall
                                                                                           renegotiate the Product prices within thirty (30) calendar days in good faith. The Product price shall be increased or decreased for
                                                                                           (a) any change in actual cost of goods produced, (b) by the percentage change based on the [____] for the period from the Effective
                                                                                           Date through each subsequent 12 months-period, respectively, and (c) the actual cost of any Tariff or other tax imposed on SONOMA if
                                                                                           not already applied pursuant to paragraph 7.3.




 


 






    	 	9	 



     


    

 


		7.5	All prices are exclusive of any taxes, shipping expenses, and insurance. DYAMED shall pay to SONOMA the
prices by wire transfer within [____] calendar days after each Product delivery date. SONOMA shall have the right to charge DYAMED
interest on late payments. Interest shall accrue at a rate of 5% on an annual basis. Should SONOMA need to take action to collect past
due amounts, DYAMED shall reimburse SONOMA for any actual expenses incurred in the collection, including reasonable attorney’s fees.



 


		8.	INTELLECTUAL PROPERTY




 


		8.1	SONOMA shall be the owner of, and hereby reserves, any and all Intellectual Property rights with respect
to the Product. DYAMED shall properly identify and accurately describe all Product as Product of SONOMA. DYAMED shall not alter, remove,
deface or obscure any Intellectual Property rights or Packaging Material of SONOMA. DYAMED shall not add any trademarks or notice to the
Packaging Material without the prior written consent of SONOMA.



 


		8.2	SONOMA reserves any and all rights that it may have in any of SONOMA’s names, logos and other trademarks
that are included in the Packaging Material of the Product or are otherwise used in connection with the Marketing or Distribution of the
Product.



 


		8.3	DYAMED shall immediately inform SONOMA of any infringement, misuse, misappropriation or violation of any
Intellectual Property right of SONOMA of which it becomes aware. In the event of any such infringement, misuse, misappropriation or violation
relating to the activities of DYAMED, an approved Sub Distributor or any Third Party acquiring Product from DYAMED, DYAMED shall take
all steps reasonably necessary to terminate such infringement, misuse, misappropriation or violation but excluding any right or obligation
to initiate any legal proceedings. SONOMA shall have the exclusive right to commence, prosecute and settle any legal proceedings to enforce,
recover damages on account of or obtain other relief with respect to any infringement, misuse, misappropriation or violation of its Intellectual
Property. In connection with any such legal proceeding in the Territory, DYAMED shall provide such assistance as SONOMA may reasonably
request, including, without limitation, in enforcing any judgment, settlement, award or order; provided that SONOMA shall reimburse DYAMED
for any expenses reasonably incurred by DYAMED to provide such assistance. DYAMED shall not have any right to commence, prosecute and
settle any legal proceedings to enforce, recover damages on account of or obtain other relief with respect to any infringement, misuse,
misappropriation or violation of SONOMA’s Intellectual Property.



 


		9.	TERM and TERMINATION




 


		9.1	This Agreement shall enter into force on the Effective Date hereof and shall continue, subject to the
provisions of this Section 9, for a period of twenty (20) years from the Effective Date (“Initial Term”). The Initial Term
may be extended through written amendments executed between the Parties. Neither Party shall be entitled to make any claim or present
any legal challenge as a result of the expiration or non-renewal of this Agreement under the provisions of this Section 9.1.



 


		9.2	This Agreement shall be subject to early termination:



 


		(a)	by either Party upon advance written notice to the other Party if the other Party is in material breach
of any of its obligations hereunder for reasons other than Force Majeure and, if such breach is curable, fails to remedy such breach at
the end of a period of 60 (sixty) days after receipt of formal notice of breach and demand to cure such breach;



 


		(b)	by either Party upon advance written notice to the other Party if (a) the other Party is placed in voluntary
or compulsory liquidation or falls into bankruptcy or ceases its activities for any reason or (b) the other Party is prevented, in full
or in material part, from performing any of its obligations hereunder for reasons of a Force Majeure Event for a period of 3 (three) consecutive
months or more or (c) for reasons beyond either Party’s reasonable control, the competent Governmental Authorities refuse to renew
the Regulatory Approvals or revoke the Regulatory Approvals or any other license or permit necessary to import, Market or Distribute the
Product in the Territory, or (d) if both parties fail to reach an agreement upon mutually acceptable revised prices for the Product pursuant
to Section 7.4.



 


 






    	 	10	 



     


    

 


		(c)	by SONOMA with immediate effect upon advance written notice,
(i) in the event that DYAMED fails to make purchases of Products at least equal to the Minimum Annual Purchase Amount in any Contract
Year and to make Product purchases equal at least the Deficit Amount in the six (6) months following the end of such Contract Year as
provided in Section 5.1(f); (ii) if two (2) consecutive payments from DYAMED to SONOMA
are delayed by more than thirty (30) calendar days after the due date and such payments are not made within thirty (30) calendar days
of receipt of SONOMA ́s written notice to DYAMED in respect thereto; (iii) in the event that any Governmental Authority takes any
action or raises any objection, that prevents SONOMA from supplying and/or exporting the
Product into the Territory. In this case, before termination, the Parties shall use commercially diligent efforts to remove the objections,
or agree to amend this Agreement; (iv) in the event of any unauthorized use of SONOMA ́s technical information or Confidential Information;
or (v) in the event of a Change of Control of DYAMED.



 


		(d)	by DYAMED with immediate effect upon advance written notice,
(i) at any time upon one hundred-eighty (180) days notice; (ii) in the event two (2) Product deliveries are delayed for more than thirty
(30) calendar days for reasons other than for Force Majeure Event and such delivery is not made within thirty (30) days of receipt of
DYAMED’s written notice to SONOMA in respect thereto; or (iii) in the event any Governmental
Authority takes any action or raises any objection that prevents DYAMED from buying and/or importing the Product in the Territory for
a period longer than six (6) months.



 


		10.	CONSEQUENCES OF TERMINATION




 


		10.1	Upon expiry as well as upon termination of this Agreement, DYAMED shall:




 


		(a)	within six (6) months from the termination or expiration of this Agreement, be entitled to sell all unexpired
Products already delivered to DYAMED as provided in Section 5.2(b) subject to the terms of this Agreement, and cease using any SONOMA
Trademarks immediately upon the earlier of the expiration of such period or the sale of all Product inventory; provided, however, that
if SONOMA terminates this Agreement due to breach of DYAMED’s obligations under Sections 3.1, 3.2 or 12 of this Agreement, DYAMED
shall have no right to continue to sell the Product inventory or to use SONOMA’s Trademarks as licensed in Section 2.4 herein.



 


		(b)	pay SONOMA all amounts related to Purchase Orders placed and not yet paid pursuant to Section 5.1(c);
and



 


		(c)	return forthwith to SONOMA free of charge all documents or records, in whatever media, in DYAMED’s
possession or under its or any of its Affiliates or Sub Distributors’ control, except for digital backups automatically generated
and stored at DYAMED’s servers, containing SONOMA’s Confidential Information, which shall continue to be subject to the confidentiality
and non-use provisions of this Agreement;



 


		10.2	Upon expiry as well as upon termination of this Agreement, SONOMA shall:




 


		(a)	fulfill any outstanding Purchase Order enterd into prior to the termination of this Agreement, unless
the termination is the result of a termination pursuant to Section 9.2(b);



 


		(b)	have the right to repurchase from DYAMED any or all Products held by DYAMED in good condition at a price
equal to the Product purchase price;



 


		10.3	The provisions of Sections 1, 10, 11, 12, 13 and 14 shall survive for a period of five (5) years after
the expiration or termination of this Agreement.



 


		10.4	Except as otherwise specifically provided for in this Agreement, neither Party shall have any liability
(e.g. for any claim of damages, loss of revenue, profit or compensation, for anticipated sales or for any costs, expenses, investments
or other commitments made in reliance upon or otherwise in connection with this Agreement) to the other on account of any expiration or
termination of the Term. Without limiting the generality of the forgoing, neither Party shall have any right, either express or implied,
by applicable Law or otherwise, to renewal of this Agreement or to any damages or compensation for any such termination.



 


 






    	 	11	 



     


    

 


		11.	GOVERNING LAW and SETTLEMENT of DISPUTES




 


		11.1	This Agreement shall be governed by and interpreted in accordance with the laws of the state of Georgia,
except the conflicts of laws provisions.



 


		11.2	Each Party shall use its best reasonable endeavours to settle amicably any dispute which may arise with
the other Party in relation to the construction, performance or termination of this Agreement.



 


		11.3	Any disputes, controversies, doubts or questions between the Parties whether relating to the construction,
meaning, scope, operation or effect of this Agreement or the validity or breach hereof (a “Dispute”) which cannot be settled
amicably shall be finally settled by arbitration by and according to the Rules of Arbitration of the London Court of International Arbitration
(LCIA) by one (1) arbitrator chosen in common agreement between the Parties from the LCIA list of arbitrators. If the Parties does not
reach an agreement within 30 (thirty) days from the notice of arbitration, the LCIA shall be entitled to appoint the arbitrator in accordance
with its Rules. The arbitration proceedings shall be conducted in the English language and the venue of the arbitration shall be the city
of London, England.



 


		11.4	The Parties shall not disclose the arbitration procedure or its object, and shall maintain confidential
all the information directly or indirectly related to the controversy submitted to arbitration.



 


		11.5	The arbitral award shall be given in writing. It shall be binding upon the Parties and shall be enforceable
in accordance with its terms and conditions. The arbitral award can be enforced in any court having jurisdiction on the Parties or on
their assets.



 


		12.	CONFIDENTIALITY




 


		12.1	Receiving Party acknowledges that it received or that it shall receive Confidential Information during
the Term of this Agreement, and that such Information shall be kept confidential by Receiving Party with the same degree of care given
to its own Confidential Information. Receiving Party shall not make use of or disclose the Confidential Information to any third party,
except for the purposes expressly authorized herein or with the express prior written authorization of the Disclosing Party involved.
Confidential Information may be disclosed only to the officers, directors, consultants and employees of the Receiving Party on a need
to know basis, provided that such personnel are advised and subject to obligations of confidentiality as strict as the ones established
herein. Furthermore, Receiving Party is aware that it may be held liable for the acts and omissions of their officers, directors, consultants,
employees or subcontractors.



 


		12.2	Disclosures to Regulatory Authorities as required by Law or necessary to secure the registration, licensing
and commercialization of the Products shall not be deemed as a breach of the confidentiality provisions established herein.



 


		12.3	The obligations of confidentiality and non-use stated in this Section are independent of all other rights
and obligations of the Parties under this Agreement and shall remain in effect beyond the termination, cancellation or expiration of this
Agreement for any reason.



 


		12.4	Receiving Party hereby acknowledges and agrees that any breach of or noncompliance with the confidentiality
obligations stated herein may result in immediate and irreparable harm to Disclosing Party who shall be entitled to pursue any legal measures
and remedies provided under the Law or in equity to prevent or cease the disclosure, as well as to repair any damages and losses.



 


		12.5	Upon termination or expiration of this Agreement, or upon request of Disclosing Party, Receiving Party
shall immediately return all Confidential Information received from Disclosing Party, including, but not limited to, registration documents,
scientific information, publications or any other material deemed confidential, without making or retaining any copies.



 


		12.6	If Receiving Party becomes aware or has knowledge of any unauthorized use or disclosure of Confidential
Information, it shall promptly notify Disclosing Party of such unauthorized use or disclosure and, thereafter, shall take all reasonable
steps to assist Disclosing Party in attempting to minimize any potential or actual damages or losses resulting from such unauthorized
use or disclosure.



 


		12.7	Receiving Party agrees that it shall not claim to have any rights, title or ownership over the Confidential
Information, and that rights, title and ownership over the Confidential Information shall rest in Disclosing Party.



 


 






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		13.	LIABILITY and INDEMNIFICATION




 


		13.1	DYAMED shall indemnify, defend and hold harmless SONOMA for any action, claim, cause of action, loss,
damage, liability, interest, penalty, cost or expenses (including without limitation, any reasonable costs or legal fees thereby incurred
by SONOMA) arising out of any demands, suits, or actions, to the extent arising or resulting from (i) death, bodily injury or damage to
property caused by any fault or negligence by DYAMED’s employees or agents in the importation, Marketing or Distribution of the
Product in the Territory, or (ii) any breach of DYAMED’s obligations under this Agreement; or (iii) any product claims, representations
or warranties, whether oral or written, made or alleged to be made by DYAMED in its advertising, publicity, promotion or sale of any Product,
where such Product claims or representations were not approved by SONOMA; or (iv) any infringement, misuse, misappropriation or violation
of any Intellectual Property right of SONOMA; provided that SONOMA shall (i) notify forthwith DYAMED of any such claim and (ii) not take
any action or admit any liability or pay any amount to, or compromise with, any Third Party in respect of such claim, except with DYAMED’s
prior consent or in compliance with a court order.



 


		13.2	DYAMED shall not be liable in contract, tort, negligence, breach of statutory duty or otherwise for any
special, indirect, incidental or consequential damages or for any economic loss or loss of profits suffered by SONOMA, including any loss
of prospective sales, investments made or expenses incurred in connection with this Agreement.



 


		13.3	SONOMA shall indemnify, defend and hold harmless DYAMED for any action, claim, cause of action, loss,
damage, liability, interest, penalty, cost or expenses (including without limitation, any reasonable costs or legal fees thereby incurred
by DYAMED) arising out of any demands, suits, or actions, to the extent arising or resulting from (i) breach of any representation or
warranty of SONOMA under this Agreement; or (ii) total or partial recalls of Product; or (iii) any bodily injury or death caused by any
alleged defects in materials, workmanship, or design of Product; provided that DYAMED shall (i) notify forthwith SONOMA of any such claim
and (ii) not take any action or admit any liability or pay any amount to, or compromise with, any Third Party in respect of such claim,
except with SONOMA ́s prior consent or in compliance with a court order. SONOMA’s liability under this Agreement shall be limited
to US$100,000.



 


		13.4	SONOMA will not be liable in contract, tort, negligence, breach of statutory duty or otherwise for any
special, indirect, incidental or consequential damages or for any economic loss or loss of profits suffered by DYAMED, including any loss
of perspective sales, investments made or expenses incurred in connection with this Agreement.



 


		13.5	Each of SONOMA and DYAMED shall maintain a liability insurance that covers Product liability in such amounts
as is advisable pursuant to ordinary good business practices. Each Party shall provide the other Party evidence of this coverage upon
written request.



 


		14.	MISCELLANEOUS PROVISIONS




 


		14.1	This Agreement and its Schedules constitute the entire agreement between the Parties in relation to the
purchase, Marketing, distribution, and sale of the Product in the Territory and supersede all prior oral or written agreements between
the Parties, including, without limitation, the exclusive distribution agreement dated October 20, 2005, relating to the same subject
matter, including without limitation each of the Parties’ general conditions of sale or purchase. No change to this Agreement and/or
its Schedules shall be binding upon the Parties unless it is made in a written document signed by authorized representatives of both Parties
or of their legal successors. Unless otherwise expressly provided in SONOMA’s order acceptance for a particular Purchase Order,
as provided under Section 5 of this Agreement, the terms of this Agreement shall apply to all purchases by DYAMED from SONOMA. Any terms
or conditions proposed by DYAMED inconsistent with or in addition to the terms and conditions in this Agreement shall be void and of no
effect unless and until specifically agreed to in a writing executed by an authorized representative of SONOMA.



 


		14.2	After the Effective Date, each Party may use the other Party’s name(s) and trademark(s) exclusively
in order to issue a press release or public announcement of the Parties’ relationship under this Agreement. DYAMED acknowledges
that SONOMA may make a public announcement and such filings that are required under state and federal securities laws applicable to SONOMA.
SONOMA shall provide the press release to DYAMED for approval, prior to public release and filing. Except for the foregoing, no public
announcement or press release shall be made without both Parties’ prior written consent as to the content of such announcement or
press release.



 


 






    	 	13	 



     


    

 


		14.3	Any notice required to be given by either Party to the other under this Agreement shall be validly given
through overnight carrier, considered delivered after three days from posting, or through electronic mail with receipt confirmation, sent
to the address of the Parties as set out hereafter or to any new address notified to the other Party:



 


i.       If
to SONOMA to the attention of:


 


Bruce Thornton, COO; Address: 645 Molly
Lane, Suite 150, Woodstock, GA 30189, USA


 


ii.      If to DYAMED to the attention
of:


 


Theodore Tan, Director; Address 10
Ubi Crescent #02-41 Ubi Techpark Singapore 408564.


 


		14.4	Should any provision of this Agreement become invalid or unenforceable under applicable Laws, this shall
not invalidate or render any other provision invalid or unenforceable. The invalidated or unenforceable provision shall be deleted and
replaced, by mutual consent of both Parties, by a valid or enforceable provision having the same effect as, or an effect as close as possible
to the effect of the original provision. If such effect is deemed illegal, such clauses shall be eliminated automatically from this Agreement,
without affecting the validity of the Agreement.



 


		14.5	The headings in this Agreement are for information only and will not be considered in the interpretation
of this Agreement.



 


		14.6	This Agreement is made in English and the English text shall prevail over its translation into any other
language.



 


		14.7	Neither this Agreement nor any of the rights or obligations of the Parties may be assigned or sublicensed
without the prior written consent of the other Party; provided, however, that DYAMED may assign it to one Affiliate of DYAMED and that
either Party may, without the consent of the other Party, assign this Agreement or any of its rights or obligations hereunder in connection
with the sale of substantially all its assets; and provided, further, that any transfer or transfers of shares of either Party, or the
merger of a Party with a Third Party, shall not constitute an assignment of this Agreement.



 


		14.8	Any waiver of the terms and conditions hereof must be explicitly in writing and executed by a duly authorized
officer of the Party waiving compliance. The waiver by either of the Parties of any breach of any provision hereof by the other shall
not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself. The delay or failure of
any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s rights at
a later time to enforce the same.



 


		14.9	The relationship between the Parties is that of independent contractors and each Party agrees to conduct
its affairs accordingly. Neither Party shall, by reason of this Agreement, be deemed to be a member of a partnership or joint venture
with the other Party.



 


		14.10	This Agreement shall be binding upon and inure solely to the benefit of the Parties, and their respective
successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Third Party
any right, benefits or remedies of any nature whatsoever under or by reason of this Agreement.



 


		14.11	This Agreement may be executed in two (2) or more counterparts, each of which is to be considered an original
and taken together as one and the same document.





 






    	 	14	 



     


    

 


 


Made on the date hereof in two original copies,
including one for each Party.


 


	Sonoma Pharmaceuticals, Inc.	 	DYAMED BIOTECH PTE LTD.
	 	 	 
	 	 	 
	/s/ Amy Trombly	 	/s/ Theodore Tan
	Name: Amy Trombly	 	Name: Theodore Tan
	Position: CEO	 	Position: Director
	 	 	 


 


 


 


 



    	 	15