Exhibit 10.1


 


EXECUTION COPY


 


DEVELOPMENT AND SUPPLY AGREEMENT


 


         THIS DEVELOPMENT AND
SUPPLY AGREEMENT (this “Agreement”), made and entered into as of this 18th day
of June, 2008 between Vision-Sciences, Inc. (“VSI”), a Delaware,
corporation, having offices at 40 Ramland Road, Orangeburg, NY, 10962, USA.,
and SpineView, Inc. (“SpineView”), a Delaware corporation having offices
at 48541 Warm Springs Boulevard, Suite 507, Fremont, CA 94539.


 


RECITALS


 


A.            VSI
is engaged in the development, manufacturing and marketing of advanced
endoscopic technologies used for minimally invasive diagnostic and therapeutic
medical procedures, and incorporating advanced video and other visualization
technologies.


 


B.            SpineView is engaged in the development
and manufacturing of miniature, minimally invasive, disposable surgical devices
(the “Product”) that include reusable
endoscopes for visualization, together designed initially for use in spinal
surgeries.


 


C.            Pursuant to a Term Sheet
dated May 12, 2008, VSI and SpineView agreed that VSI will develop and
manufacture a video-base endoscope for use with the Product (the “Scope”), using a small insertion tube, containing a CCD
(charge coupled device) based camera at the tip.


 


D.            Upon the completion of the
development work described below, SpineView agrees to purchase Scopes from VSI
in accordance with and subject to the terms of this Agreement.


 


AGREEMENT


 


The parties agree as follows:


 


Article 1 – Definitions


 


(1)           “Authorized Representative” used in this
Agreement shall mean any representative of VSI, authorized by VSI to repair Scopes.


 


(2)           “Development” used in this Agreement shall
mean the development of the Scopes by VSI.


 


(3)           “Intellectual Property Rights” used in this
Agreement shall mean  patents and
all applications, continuations, continuations-in-part and divisionals with
respect thereto; copyrights, and all other rights in works of authorship
recognized in any jurisdiction; trade secrets; trademarks, service marks, logos
and product names; all applications, registrations and renewals with respect to
any of the foregoing; moral rights; 


 


1

















 


all other intellectual property rights and rights in trade secrets that
may be recognized in any jurisdiction; and all rights to sue for and remedies
against past, present and future infringements or misappropriations of the
foregoing.


 


(4)           “Manufacture” used in this Agreement shall
mean the manufacture, assembly, quality testing, packaging and labeling of the Scopes
by VSI, or VSI’s sub-contractors.


 


(5)           “Next Round of Financing” used in this Agreement shall mean
any transaction or a series of related transactions in which SpineView sells to
one or more third-party investors, shares of any class of its share capital.


 


(6)           “Scopes” used in this Agreement shall mean
the endoscope and its electronic control unit Developed or Manufactured by VSI,
as described in the Specifications, and any of their successors, modifications
or replacements.


 


(7)           “Specifications” used in this Agreement
shall mean with respect to the Scopes, the specifications set forth in Exhibit A hereto.


 


Article 2 – Development


 


(1)           VSI shall develop the Scope in accordance
with the Specifications with due care and skill and in a professional manner.


 


(2)           In connection with the Development, the
parties anticipate that VSI will meet the following milestones (each, a “Milestone”):


 


a.     VSI shall deliver a working prototype of the Scope
on or before Sept 15, 2008 (the “First Milestone”);
and


 


b.     VSI shall deliver a fully functional Scope on or
before February 15, 2009 (the “Second Milestone”).


 


(3)           Upon receipt of the prototype Scope and the
fully functional Scope, SpineView shall evaluate it for conformity to the
Specifications and the absence of defects and errors. SpineView shall notify
VSI in writing of any defect or nonconformance to the Specification within
fifteen (15) days. If SpineView fails to notify VSI of its findings within the
fifteen (15) days, the Milestone shall be considered achieved. Any defects or
non-compliance will be corrected by VSI as soon as possible but no later than thirty
(30) working days thereafter, unless otherwise agreed to in writing between the
parties.


 


(4)           If VSI fails to a timely achieve a
Milestone, SpineView shall automatically grant VSI an additional sixty (60) days
to achieve such Milestone.  If VSI fails
to meet the adjusted Milestone, SpineView may, at its option: (i) extend
the 


 


2

















 


performance date or time for correction, as applicable; or (ii) terminate
this Agreement by giving notice to VSI.


 


(5)           Upon satisfactory completion of the Second
Milestone in accordance with the terms of this Agreement SpineView shall be
obligated to complete its purchase of the Initial Order (as defined in Article 3(1)).


 


(6)           SpineView shall pay VSI a non-recurring
engineering fee in the amount of U.S. $225,000 (the “NRE Fee”). SpineView shall
pay the NRE Fee upon (i) ten (10) days of the closing of SpineView’s
Next Round of Financing, and (ii) VSI’s delivery of the first working
prototype.


 


(7)           SpineView shall reimburse VSI for all
external charges for molds, tools and set-ups directly related to the Scope’s
development. The parties estimate that VSI’s total out of pocket expenses shall
not exceed the sum of $40,000.  VSI shall
send SpineView a copy of the original invoice for each expense.  SpineView shall reimburse VSI within 30 days
following the receipt of such invoice.


 


Article 3 – Sale and Purchase; Initial
Order


 


(1)           By execution hereof, and subject to VSI’s
achievement of the Second Milestone, SpineView hereby places a firm purchase order
for fifty (50) units of the Scope for an initial purchase price of U.S. $27,000
per Scope (the “Initial Order”).


 


(2)           SpineView shall pay U.S. $135,000 as a nonrefundable
10% deposit against the purchase price for the Initial Order, upon the earlier
of (i) ten (10) days of the closing of SpineView’s Next Round of
Financing or (ii) VSI’s achievement of the Second Milestone.  The balance of the Initial Order purchase
price, in the amount of $1,215,000, shall be due and payable by SpineView thirty
(30) days after delivery of the Initial Order.


 


Article 4 – Purchase
Forecast; Sales Terms


 


(1)           From
and after VSI’s fulfillment of the Initial Order, VSI shall, during the terms
of this Agreement, Manufacture and sell to SpineView and SpineView shall
purchase from VSI the Scopes on the terms and conditions set forth in this
Agreement.


 


(2)           VSI
undertakes to Manufacture the Scopes for SpineView on a regular and ongoing
basis, according to quality standards, in conformity with the Specifications
and with the terms and conditions of this Agreement.


 


(3)           SpineView
shall have the right to observe the Scopes in the process of Manufacture and to
inspect finished Scopes at any time during normal business hours, either at the
manufacturing facilities or at the storage facilities of VSI.


 


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(4)           VSI
agrees that SpineView, or a third party on its behalf, shall be entitled,
during normal business hours and upon reasonable advance notice, to perform a
quality audit of VSI’s Scope manufacturing operations and VSI shall respond to
all reasonable audit findings in a timely manner.


 


(5)           SpineView
shall advise VSI, within thirty (30) days after the delivery of the Initial
Order, of SpineView’s estimate of its monthly aggregate demand for the Scopes
for the twelve (12) month period commencing on such date (“Purchase
Forecast”).  On a monthly
basis, SpineView shall provide VSI with an updated rolling Purchase Forecast
for SpineView’s anticipated aggregate requirements for Scopes during the
successive twelve (12) month period.  The
first six (6) months of each Purchase Forecast shall be considered a “firm”
order, and SpineView shall be required to purchase, and VSI shall manufacture
and deliver, Scopes in accordance with such order. The final six (6) months
of the Purchase forecast shall not be considered a “firm” order.  VSI shall maintain, at its expense, an
adequate inventory of raw materials and components to produce Scopes sufficient
to fulfill each firm order.


 


SpineView may increase or decrease the
fourth, fifth and sixth months of each Purchase Forecast by up to ten percent
(10%), without the consent of VSI. If SpineView anticipates ordering more than
1,000 Scopes in any one year period, SpineView agrees to provide VSI with, to
the extent possible, at least six months advance notice to enable VSI to take
any necessary action to supply the increasing quantities, including further
expanding its manufacturing facility.


 


(6)           Payment
terms shall be net 30 days from the date of VSI’s invoice; all payments shall
be made in U.S. dollars.  Any amount
payable to VSI which is not paid within thirty (30) days of the due date shall
bear interest at the rate of 1.5% per month from the invoice date.


 


(7)           All
prices shown are exclusive of any applicable tax.  Any tax that VSI is required to collect in
connection with the sale of Scopes shall be in addition to the price and shall
be entirely for VSI’s account.  VSI shall
retain a purchase money security interest in the Products until all payments
have been received in full by VSI.


 


(8)           Return
of Scopes shall require prior consent of VSI and the provision of a return
goods authorization (“RGA”) to
SpineView. An RGA is required for any return request.


 


(9)           All
shipments of Scopes are made F.O.B. Orangeburg or VSI’s manufacturing facility.
Title shall pass to SpineView upon delivery to the Carrier.


 


(10)         SpineView
will not divert any shipment that would be (i) contrary to any applicable
law; (ii) for resale and/or transfer to any party unless approved in
writing by VSI; or (iii) for shipment or use outside of the U.S., unless
approved by VSI in writing. If so approved, SpineView warrants it will comply
with all applicable laws as then in effect, including without limitation, the
Export Administration Regulations, as amended, the 


 


4

















 


U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Office
of Foreign Asset Control Regulations. 
SpineView warrants that no Scope or part of any Scope shall be utilized
in any non-medical type application, including but not limited to (x) nuclear
application or use; (y) weapons systems or other similar military use; or (z) medical
or other FDA-regulated applications (other than medical procedures consistent
with the Scope’s and the Product’s approved use).


 


(11)         SpineView
shall inspect all Scopes for conformance to the Specifications and shall notify
VSI of any non-conformance not later than the earlier of (i) fifteen (15)
days from date of receipt by SpineView; or (ii) the date of use of the Scope(s) by
SpineView.


 


Article 5 – Price


 


Other than the Initial Order, the purchase price for Scopes during the
twelve month period after the Initial Order shall be $23,500 per Scope.


 


Article 6 – Shipment


 


The Scopes specified in a Purchase Forecast
shall be shipped by VSI to SpineView according to the shipping schedule under the
Purchase Forecast.  VSI will provide
adequate packing for the Scopes in such method as VSI may consider sufficient
to protect the quality of the Scope in transit under normal conditions.


 


Article 7 – Exclusivity


 


In recognition of VSI’s technological, financial
and logistical contributions to the Development, VSI shall be SpineView’s sole
and exclusive supplier of visualization means for use with the Product and any
additional products developed by SpineView, and SpineView undertakes to
purchase the Scope and any successor scope exclusively from VSI.


 


Article 8 – Warranty


 


(1)           VSI warrants, that each of the Scopes sold
by it shall: (i) conform to the Specifications in all respects, (ii) be
manufactured and inspected in accordance with ISO 9001:2000 quality
requirements or more recent ISO quality system standards for which VSI is
certified, and (iii) be manufactured in a good and workmanlike manner and
be free from any defects in material and workmanship, for a period of twelve (12)
months from the invoice date of such Scopes (the “Warranty Period”).  VSI’s liability under the provisions of this Article shall
be limited to the repair or replacement of defective Scopes, to be performed at
the expense of VSI or its Authorized Representative as set forth in Sections (1) through
(3) hereof.


 


(2)           SpineView shall inspect the Scopes upon receipt
as described in Article 4(11).  If SpineView
finds that any Scope received from VSI is defective during such 


 


5

















 


period or during the Warranty Period, SpineView shall send a claim to
VSI stating in detail the alleged defects, accompanied by supporting documents
and data, and upon receipt of an RGA issued in accordance with Article 4(8),
shall return the defective Scope to VSI or its Authorized Representative.


 


(3)           All Scopes to be returned to VSI or its Authorized
Representative under the provisions of this Article shall be sent by
transportation acceptable to VSI or its Authorized Representative.  When a Scope is returned under the provisions
of this Article, SpineView shall prepay the freight cost of the return and
shall be responsible for all damages resulting from improper packing or
handling, notwithstanding any defect in the Scopes.


 


(4)           If VSI or its Authorized Representative finds
that the Scope so returned by SpineView is not defective, VSI or its Authorized
Representative shall notify SpineView and have the right to return such Scope
to SpineView at SpineView’s expense.  If
the returned Scope is found by VSI or its Authorized Representative to be
defective, VSI or its Authorized Representative shall at no charge to SpineView,
and at the option of VSI or its Authorized Representative, repair such
defective Scope so as to remove such defect, or replace such defective Scope
with another Scope of good quality, and shall, at the expense of VSI or its Authorized
Representative, ship to SpineView such repaired or replaced Scope within a
period of thirty (30) days after receipt of such Scope by VSI.


 


Article 9 – Term of Agreement


 


(1)           This Agreement shall become effective as of
the date first above written, and shall continue in full force and effect for
four (4) years from the date of the delivery of the Initial Order, unless
renewed or earlier terminated pursuant to the provisions of this Article or
Article 10 or any other provision contained herein.


 


(2)           After the first period of five (5) years,
this Agreement shall automatically renew for successive one (1) year
periods, unless either party gives the other notice of its intention not to
renew this Agreement at least six (6) months prior to the expiration of the
original term of this Agreement or any renewal term.


 


(3)           The provision of Articles 11 through 13 and
15 through 20 shall survive and continue to be effective after any expiration
or termination of this Agreement.


 


Article 10 – Earlier Termination


 


(1)           If either party hereto continues in default
of any material obligations imposed on it herein for more than sixty (60) days
after receipt of notice by the non-defaulting party requesting the defaulting party
to remedy such default, then the non-defaulting party may terminate this
Agreement by notice to the defaulting party, whereupon this Agreement shall
terminate.


 


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(2)           In addition, either party may immediately
terminate this Agreement, at any time during the term of this Agreement, upon notice
to other party in any of the following events:


 


(a)       The
non-terminating party becomes insolvent, stops payment, files or has been filed
against it a petition seeking any relief under any bankruptcy law, or a
receiver or trustee is appointed for its property;


 


(b)      The
non-terminating party has filed or has been filed against it an application for
composition, readjustment or commencement of procedures for corporate
reorganization; or


 


(c)       The
non-terminating party enters liquidation or dissolution;


 


(3)           All
firm orders entered into prior to the expiration or termination of this
Agreement shall be honored by the parties in accordance with the terms of this
Agreement, unless the parties agree to different terms in writing except upon
the occurrence of events described in Article 10(2), or if VSI terminates
due to a default of SpineView.


 


(4)           Notwithstanding
the foregoing, the expiration or termination of this Agreement, for any reason
whatsoever, will not release the parties from (i) obligations, duties or
liabilities that have been incurred prior to such expiration or termination;
and (ii) obligations, duties or liabilities which, from the context hereof
or the nature thereof, are intended to survive the expiration or termination of
this Agreement.


 


Article 11 – Secrecy and Confidentiality


 


Each party shall continue to abide by the
terms of the Nondisclosure Agreement between the parties hereto dated as of June 1,
2007, the terms of which are incorporated herein by reference.  SpineView acknowledges that the VSI may be
required to disclose this Agreement in filings with the Securities and Exchange
Commission, and consents to such disclosure.


 


Article 12 – Indemnity


 


VSI shall defend and indemnify SpineView, its
officers, directors, agents, employees, shareholders, successors and assignees
(each, an “Indemnitee”), and each of them, from and against, any and all
claims, actions and suits, and from and against any and all liabilities,
judgments, losses, damages, costs, charges, attorney’s fees and other expenses (“Claims”)
of every nature or character regarding any death or personal injury caused by
or resulting from VSI’s failure to Manufacture the Scopes in accordance with
the Specifications. VSI shall not be liable for any Claims arising out of the
misuse or alteration of the Scopes, or the use of the Scopes in connection with
the Product.


 


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SpineView shall assume full liability
regarding, and hold harmless and immediately defend and indemnify VSI, its Indemnitees,
and each of them, from and against, any and all claims of any nature
whatsoever, or property damages, of any nature whatsoever, caused by or
resulting from sales, use or distribution of the Products or the Scopes and any
successor product designed, developed or produced by SpineView, whether or not
sold with a Scope, including, without limitation, from the design and/or
manufacture, assembly, production, packaging, instruction for use or
maintenance of the Products, or otherwise.


 


In all events, the foregoing obligations are
conditioned upon the indemnifying party having sole control of the defense
and/or settlement, the indemnified party notifying indemnifying party promptly
in writing of such claim or suit and giving indemnifying party all information
in its possession known by indemnified party to be relevant to the claim or
defense, and indemnified party cooperating with indemnifying party in the
defense and/or settlement or such claim.


 


Article 13 – Limitations on Liability


 


To the fullest extent permitted by applicable
law, the total aggregate liability of VSI to SpineView, regardless of whether
such liability is based on breach of contract, tort, strict liability, breach
of warranty, failure of essential purpose or otherwise, in connection with the
Development and Manufacture of the Scopes and any other services provided
hereunder shall be limited to the purchase price of the Scopes actually paid to
VSI.  In no event will VSI (or its
subcontractors) be liable hereunder for consequential, incidental, indirect,
punitive or special damages (including loss of profits, data, business or
goodwill), or any other damages not measured by the prevailing party’s actual
damages, regardless of whether such liability is based on breach of contract,
tort, strict liability, breach of warranty, failure of essential purpose or
otherwise, even if advised of the likelihood of such damages.


 


Article 14 – General Representations


 


Either party hereby warrants, confirms and
undertakes that:


 


(1)           It has the corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
therein.


 


(2)           The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action (including approval by the independent
members of each party’s board of directors) and this Agreement constitutes a
valid, legal and binding agreement of such party, enforceable against it in
accordance with its terms.


 


(3)           The execution, delivery and performance of
this Agreement by it will not (i) violate, or result in a default under
any note, agreement, contract, understanding, arrangement, restriction or other
instrument or obligation to which it is a party or by which it may be bound; or
(ii) violate any order, award, injunction, judgment or decree to which it
is subject; or (iii) violate any applicable laws or regulations of its
home country.


 


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Article 15 – Intellectual Property
Rights


 


Each
party shall continue to own its respective Intellectual Property Rights.  Each party acknowledges the others exclusive
right, title and interest in any and all Intellectual Property Rights
pertaining to, in the case of VSI, the Scopes and any subsequent or related
developed scope, and in the case of SpineView, the Product, and any subsequent
or related product (with the exception of the Scope), and each party undertakes
that it shall not do, or cause to be done, any acts or things contesting or in
any way impairing or tending to impair any portion of the other party’s right,
title and interest in and to the aforementioned other party’s Intellectual
Property Rights or represent in any manner that it possesses any ownership
interest in the aforementioned Intellectual Property Rights or the registration
thereof.  Nothing contained in this
Agreement shall be construed as transferring to either party any of the other
party’s Intellectual Property Rights or those trademarks, trade names or
equivalents which are in the possession or under the control of the other
party, or as granting to either party as license to use such trademarks, trade
names or equivalents, unless otherwise expressly provided herein.


 


Article 16 – Non-Assignability


 


(1)           Neither party shall be entitled to assign
its rights and obligations under this Agreement without the other party’s
written consent; provided, however,
that either party may, without such consent, assign this Agreement and all the
rights, obligations and interests of such party under this Agreements to any of
its affiliates, provided that such affiliate’s financial condition is not less
favorable than the financial condition of the party hereto; and provided further that either party (after
providing notice thereof to the other party) may assign this Agreement in
connection with any sale or transfer of substantially all of its business,
whether by way of sale of assets, sale of stock, merger or otherwise.  This Agreement shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties
hereto and, to the extent any successor or assign is not bound by operation of
law, the assigning party shall cause such successor or assign to expressly
agree in writing to be bound by this Agreement prior to consummation of the transaction
resulting in such assignment.


 


(2)           This Article shall not prevent VSI from
using subcontractors or Authorized Representatives to perform certain duties
under this Agreement, provided, however, that VSI will be solely responsible
for the quality and proper performance of VSI’s duties under this Agreement by
any such subcontractors or Authorized Representatives.


 


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Article 17 – Arbitration


 


Except as
specifically provided otherwise herein, any disagreement or dispute between the
parties arising out of or related to this Agreement, or the breach or making
hereof (a “Dispute”), shall be
resolved in the manner provided in this Article 17.  Should there develop a Dispute, such Dispute
shall be resolved in the order of preference of subsections (1) though (4) below.


 


(1)         The
party shall notify the other party.  The
parties shall negotiate in good faith to attempt to resolve such Dispute.  No settlement reached under this Article 17
shall be binding on the parties until reduced to writing signed by the
parties.  The existence and substance of
any negotiations pursuant to this Article 17 shall be considered
confidential under this Agreement, shall be treated as compromise and
settlement negotiations for purposes of Federal Rule of Evidence 408 and
any comparable provision, and shall not be used by any party in any court,
agency or tribunal in any country for any reason.


 


(2)         If
the parties are unable to resolve any outstanding Dispute(s) as provided
above, then such outstanding Dispute(s) shall be submitted to arbitration
in New York, New York in accordance with the provisions of this Article 17
and the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”) as then in effect before a single arbitrator.  The arbitrator shall base any award on this
Agreement and applicable law and judicial precedent and shall accompany the
award with a written explanation of the reasons for the award.  The arbitration shall be governed by the
substantive laws of the State of New York applicable to contracts made and to
be performed therein, and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.


 


(3)         If
the parties cannot agree on a single arbitrator within fifteen (15) days
following notice by any party commencing arbitration under this Article 17,
the AAA shall select the arbitrator.


 


(4)         Any
party is entitled to raise in an arbitration pursuant to this Article 17,
any other Dispute arising out of or related to this Agreement. Nothing in this Article 17
shall preclude any party from seeking equitable relief solely to the extent necessary
to prevent immediate, irreparable harm to its interests.


 


Article 18 – Applicable Law; Waiver


 


(1)           This Agreement shall be construed and
interpreted exclusively in accordance with the laws of the State of New York. Each
of the parties hereto submits to the exclusive jurisdiction and venue of any
competent court located in the borough of Manhattan in New York City, New York.


 


(2)           The
waiver of any default under this Agreement by either party shall not constitute
a waiver of any rights for any subsequent default.


 


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Article 19 – Force Majeure


 


Neither party shall be liable to the other
party for nonperformance or delay in performance of any of its obligation under
this Agreement due to causes reasonably beyond its control which cannot be
practically remedied by such party, and which arises without the fault or
negligence of such party, and that such party could not be reasonably expected
to have taken such event and its effects upon its ability to perform into
account at the time of signing this Agreement, including fire, flood, general strikes,
unavoidable accidents, governmental regulations, riots and insurrections.  Upon occurrence of such a force majeure
event, the affected party shall immediately notify the other party thereof with
as much detail as possible and shall promptly inform the other party of any
further development.  Immediately after
the force majeure event is removed, the affected party shall perform such
obligations with all due speed unless this Agreement is previously cancelled or
terminated in accordance with Articles 10 or 11 hereof as the case may be. If
such event of force majeure shall continue for a period of more than 90 days
the other party shall be entitled to terminate this Agreement by giving a notice
to the affected party.


 


Article 20 – Notices


 


(1)           All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when (i) delivered
personally to the recipient, (ii) sent to the recipient by reputable
express courier service (charges prepaid), (iii) mailed to the recipient
by certified or registered mail, return receipt requested and postage prepaid,
or (iv) telecopied to the recipient (with hard copy sent to the recipient
by reputable overnight courier service (charges prepaid) that same day).  Such notices, demands and other
communications shall be sent to the parties at the addresses indicated below:


 


	
  To SpineView:

  	
   

  	
   

  
	
  Mr. Roy Chin, CEO

  	
   

  
	
  SpineView, Inc.

  	
   

  
	
  48541 Warm Springs Boulevard

  	
   

  
	
  Suite 507

  	
   

  
	
  Fremont, CA 94539

  	
   

  
	
  Facsimile No.  +1-510-623-1093

  	
   

  
	
   

  	
   

  	
   

  
	
  To VSI:           Mr. Ron Hadani,
  President & CEO

  	
   

  
	
  Vision-Sciences, Inc.

  	
   

  
	
  40 Ramland Rd

  	
   

  
	
  Orangeburg, NY 10962, USA

  	
   

  
	
  Facsimile No. +1-845-365-0620

  	
   

  



 


(2)           Either party may change its address or
facsimile number for the purpose of this Article by notice given to the
other party in the manner set forth in this Article.


 


11

















 


Article 21 – Regulatory Requirements


 


SpineView
shall be solely responsible for obtaining all regulatory clearances necessary
to sell the Products and the Scopes, including obtaining FDA approval and CE
clearance, and complying with any and all standards and requirements regarding
the use and sale of the Products and Scopes. 
VSI will reasonably assist SpineView in obtaining any such necessary regulatory
approvals or clearances in connection with the Scope.


 


VSI shall be solely responsible for complying with standards and
requirements regarding the Manufacture of the Scopes under laws, regulation,
orders or otherwise in the U.S.A. and EU.


 


Article 22 – Disclaimer of Agency


 


This Agreement
shall not constitute either party as the legal representative or agent of the
other party, nor shall either party have the right or authority to assume,
create or incur any liability or any obligation of any kind, express or
implied, against or in the name of or on behalf of the other party.


 


Article 23 – Entirety


 


This Agreement
embodies the entire agreement and understanding between the parties hereto
relative to the subject matter hereof, and there are no understandings,
agreements, conditions or representations, oral or written, expressed or
implied, with reference to the subject matter hereof that are not merged herein
or superseded hereby.  No modification
hereof shall be of any force or effect unless reduced to writing and signed by
the authorized representatives of the parties hereto.


 


[Signatures on Next Page]


 


12

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.


 


 


	
  VISION-SCIENCES, INC.

  	
   

  	
  SPINEVIEW, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
      /s/ Ron Hadani

  	
   

  	
  By:

  	
      /s/ Roy Chin

  
	
  Name: Ron Hadani

  	
   

  	
  Name: Roy Chin

  
	
  Title:  
  President & CEO

  	
   

  	
  Title:  
  President & CEO

  
					



 


13

















 


EXHIBIT A


 


SPECIFICATIONS


 


[Marking Specifications]


 


The “SpineView” name and logo shall be
imprinted on the Scope Handle.


 


The secondary “Manufactured by Vision
Sciences” name and logo with appropriate smaller font shall be imprinted on the
Scope Handle.