Exhibit
10.1


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL
IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.


 


AMENDMENT
NO. 1 TO EXCLUSIVE DISTRIBUTION AGREEMENT


 


This
Amendment No. 1 to the Exclusive Distribution Agreement (this “Amendment”), effective as of March 26, 2021 (the “Amendment
Date”), is entered into by and between MEDSCIENCE RESEARCH GROUP, INC., a Florida corporation (“Manufacturer”),
and USA EQUITIES CORP, a Delaware corporation (“Distributor”). Manufacturer and Distributor are each
referred to herein as a “Party” and collectively, the “Parties.”


 


WITNESSETH


 


WHEREAS,
the Parties entered into an Exclusive Distribution Agreement dated as of October 23, 2020 (the “Original Agreement”);
and


 


WHEREAS,
the Parties wish to amend the Original Agreement in certain respects as described herein.


 


NOW,
THEREFORE, the Parties hereby agree as follows:


 


1.
Amendments. (a) Distributor agrees to pay Manufacturer the price per Product identified in Exhibit A attached
hereto.


 


(b)
Commencing April 15, 2021, Distributor shall devote at least nine tenths of the savings to Distributor resulting from the reductions
in the prices of the products and services set forth on Exhibit A from the original prices set forth in Exhibit A
to the Original Agreement to activities reasonably intended to increase the volume of products and services Distributor acquires
from the Manufacturer. Such activities shall include but not be limited to increasing its internal
sales force or the number of outside sales agencies engaged by Distributor and providing medical education programs directed to
physicians featuring the Manufacturer’s products and services.


 


No
later than June 30, 2021, and each December 31 occurring thereafter, Distributor shall provide Manufacturer with a report setting
forth in reasonable detail the expenditures made in accordance with the foregoing.


 


2.
Governing Law. This Amendment shall be construed and interpreted in accordance with the laws of Delaware, without giving
effect to the choice-of-law provisions thereof.


 


3.
Counterparts. This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same
documents. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the
same instrument.


 


4.
Distribution Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Distribution
Agreement shall remain in full force and effect. As amended hereby, the Distribution Agreement is ratified and confirmed in
all respects.


 


IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the day and year first above written.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be duly executed by their duly authorized representatives
as of the Effective Date.


 


	 	MANUFACTURER
	 	 
	 	MEDSCIENCE
    RESEARCH GROUP, INC.
	 	 	 
	 	By:	/s/
    
	 	Name:	 
	 	Title:	Senior
    Manager
	 	 	 
	 	DISTRIBUTOR
	 	 	 
	 	USA EQUITIES CORP.
	 	 	 
	 	By:	/s/
    
	 	Name:	 
	 	Title:	Chief
    Executive Officer


 




    	 	 	 



    	 



    

 





Exhibit
A


 


The
Distributor’s Product Pricing is as follows:


 


The
current listed selling prices of the Company’s Products are as follows:


 


Item
4200, the complete AllergiEnd 42 test Kit (Environmental)................... [***]


 


Item
3600, the complete AllergiEnd 42 test Kit (Food).................................
[***]


 


Item
1038, AllergiEnd Low Dose Sublingual Immunotherapy (SLIT) Unit..........W[***]


 


Item
1039, AllergiEnd Maintenance Dose Sublingual Immunotherapy (SLIT) Unit. W[***]


 


Item
3007 to 3008 Allergen Subcutaneous Injectable Mixtures (SCIT) per 46 dose set [***]


 


Item
3009 Allergen Subcutaneous Injectable Maintenance 12 Dose vial [***]


 


W=
Wholesale R= Retail