Exhibit 10.32


 







EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT


 


This 
Exclusive License And Distribution Agreement (“Agreement”)
is made and entered into as of December 31, 2014 (“Effective Date”), between Nuo
therapeutics, Inc., (formerly Cytomedix Inc.) a Delaware corporation, with principal office at 207 Perry Parkway, Suite
1, Gaithersburg, MD 20877 (“Nuo”), and ROHTO Pharmaceutical Co., Ltd.,
a Japanese company, with its principal office at 1-8-1 Tatsumi-nishi, Ikuno-ku, Osaka 544-8666, Japan (“Rohto”). Each
of Nuo and Rohto is hereinafter referred to as a “Party” and collectively the “Parties.”


 


RECITALS


 


A.            Nuo
is the owner of certain intellectual property rights pursuant to which it has commercialized a point of care cell separation device
which produces a platelet based therapeutic formulation for use on chronic, hard to heal wounds and ulcers offered as the Aurix
System.


 


B.            Rohto
has capability of conducting clinical studies of medical devices and has facilities and experience in the distribution, sale and
service of medical devices in the Territory (defined below), and desires to become the exclusive licensee of certain intellectual
property rights of Nuo under which it will distribute the Products (defined below) in the Field of Use (defined below), pursuant
to the terms of this Agreement.


 


Now,
Therefore, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the Parties intending to be legally bound agree as follows:


 


AGREEMENT


 


1.            DEFINITIONS.
When used herein, capitalized terms shall have the following meanings:


 


“Affiliate”
means, in respect of any Party, any other Person which, but only for so long as such other Person, directly or indirectly, controls,
is controlled by, or is under common control with, such Party. The term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a Person, through the ownership of voting
securities or other equity interests, and the terms “controlled” and “common control” have correlative
meanings.


 


“Change of Control”
means: (i) the direct or indirect sale or other disposition (in one or more related transactions to one or more Persons) of all
or substantially all of the assets of a Person, or (ii) the direct or indirect transfer of 50% or more of the outstanding
voting interest of a Person, whether in a single transaction or series of related transactions.


 


“FDA” means
the United States Food and Drug Administration and any successor entity.


 




    	 	 	 



     


    

 


“Field of Use”
means the use of the Product in the Territory for all wound care and topical dermatology applications in human and veterinary medicine.


 


“Gross Sales”
means the total sales amount including sales tax invoiced by Rohto from the commercialization and sale of the Products to wholesalers,
hospitals or doctors.


 


“Intellectual Property”
means, collectively, Patents, Trade Secrets, Copyrights, Trademarks, Know How, moral rights, trade names, rights in trade dress
and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other
state, country or jurisdiction in the world, including all rights or causes of action for infringement or misappropriation of any
of the foregoing. For purposes of this Agreement: (a) “Patents”, “Know How” and “Trademark”
shall have the meaning set forth below; (b) “Trade Secrets” shall mean all right, title and interest in all trade secrets
and trade secret rights arising under common law, state law, federal law or laws of foreign countries; and (c) “Copyrights”
shall mean all copyrights, and all other literary property and authorship rights, and all right, title, and interest in all copyrights,
copyright registrations, certificates of copyright and copyrighted interests throughout the world.


 


“Know How”
means any and all current and future know-how, technical information, technical knowledge, unpatentable inventions, manufacturing
procedures, methods, trade secrets, processes, formulas, documentation and other tangible or intangible property or rights relating
to the Wound Dressing or Products, whether or not capable of precise separate description but which alone, or when accumulated,
gives to the Person acquiring it an ability to study, test, formulate, manufacture, produce or market something which it otherwise
would not have known to study, test, formulate, manufacture, produce or market in the same or similar way.


 


“Marketing Authorization”
or “MA” means the authorization by MHLW to manufacture / import, promote and sell the Product in Japan.


 


“MHLW” means
the Ministry of Health, Labour and Welfare in Japan.


 


“Net Sales”
means the Gross Sales less (i) sales tax (ii) trade, cash and quantity discounts or rebates allowed or taken, and (iii) charges
of insurance, freight, and other transportation costs directly related to the delivery of the Product. Notwithstanding the sum
of items (ii) and (iii) will not exceed 10% of Gross Sales.


 


“New Devices”
means the new device covered by Nuo Patent-2 and the new centrifuge for the new device which Nuo is developing as of the Effective
Date.


 


“NHI” means
national health insurance system in Japan, granted by the MHLW upon submission after Marketing Authorization of the Product is
granted.


 


“NHI Pricing Event”
means the event when the NHI reimbursement price for the Product in the Territory is achieved


 


“Nuo
Clinical Data” mean any and all clinical and other data Nuo used for the FDA 510(k)
clearance of Aurix System or former AutoloGel System, or for license or approval by other governmental authorities. 


 


“Nuo Know How”
means the Know How Nuo owns and obtains during the term of this Agreement relating to Wound Dressing, Product and improvement thereto,
including, but not limited to, Nuo Clinical Data, treatment method of patient using Wound Dressing, and PRP separation technology
(from patient’s blood) embodied in the Centrifuge.


 




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“Nuo Patent”
means the Nuo Patent-1 and Nuo Patent-2 described in Exhibit 1 attached hereto and any Patent relating to the improvement of the
Wound Dressing or the Product in the Territory which Nuo files or obtains rights from a third party during the term of this Agreement.


 


“Nuo Technology”
means Nuo Patent and Nuo Know-How.


 


“Nuo Trademarks”
means any and all Trademarks, trade names, service marks, service names, logos and similar proprietary rights whether now or in
the future owned, controlled or licensed by Nuo and currently used or to be used in connection with the Product. As of the Effective
Date Nuo Trademarks are described in Exhibit 2 attached hereto.


 


“Patent”
means any patent application or patent, including all of the following kinds and their equivalents outside the United States (as
applicable): provisional, converted provisional (or regular), divisional, continuation, continuation-in-part, and substitution
applications; and regular utility, re-issue, re-examination, renewal and extended patents (including Supplementary Protection Certificates),
as well as all right, title and interest in all letters patent or equivalent rights and applications for letters patent or rights,
industrial and utility models, industrial designs, petty patents, patents of importation, patents of addition, certificates of
invention and other government issued or granted indicia of invention ownership, including any reissue, extension, division, continuation
or continuation-in-part applications throughout the world.


 


“Person”
means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other
entity.


 


“PMDA” means
the Pharmaceuticals and Medical Devices Agency in Japan, which is an agency of MHLW to review application of Marketing Authorization
of pharmaceuticals and medical devices in Japan.


 


“Point of Shipment”
shall have the meaning given in the INCOTERMS 2010.


 


“Product”
means the combination of devices to produce a Wound Dressing from the patient’s blood. As of the Effective Date, the Product
means Aurix System (formerly AutoloGel System) which consists of Centrifuge, Wound Dressing Kit, and Reagent Kit described in Exhibit
3 attached hereto.


 


“Territory”
means Japan.


 


“Trademarks”
shall mean all right, title and interest in all trademark, service mark, trade name and trade dress rights arising under the common
law, state law, federal laws and laws of foreign countries, and all right, title, and interest in all trademark, service mark,
trade name and trade dress applications and registrations interests throughout the world.


 


“Transfer Price”
means the supply price of the Product from Nuo to Rohto, which is Nuo’s manufacturing or procurement cost of Centrifuge and
each Kit plus 10% of such cost for Nuo’s direct overhead cost as described in exhibit 4 attached hereto.


 


“Transition Event”
means the earlier of (i) the occurrence of the NHI Pricing Event or (ii) when NHI reimburse price submission is declined by MHLW.


 




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“Wound Dressing”
means the mixture of platelet rich plasma (PRP) derived from patient’s own blood and reagents which is covered by Nuo Patent-1.


 


2.            GRANT
OF LICENSE


 


(a)          Exclusive
License of Nuo Technology. Nuo grants to Rohto a royalty bearing, nontransferable, exclusive license, with limited right to sublicense,
to use Nuo Technology for the development, import, use, marketing, sale, and distribution of the Product in the Field of Use in
the Territory.


 


(b)          Distribution
Right. Rohto shall have an exclusive right, in the Field of Use in the Territory, to import, use for development, promote, market,
sell and distribute the Product which Nuo manufactures or has contractor manufacture for Nuo and supply to Rohto. Nuo shall not
export, promote, or supply the Product to any third party in the Territory.


 


(c)          Procurement
of devices. Rohto reserves the right to manufacture or purchase certain non-proprietary devices from a third party with Nuo’s
approval, such approval shall not be unreasonably withheld or delayed. In such case, Rohto shall assemble such devices with other
devices supplied by Nuo to make a Product in the Territory. For avoidance of doubt, in such case the sales amount of Rohto’s
assembled Product as a whole shall be the base of Net Sales for royalty payment set forth in Section 4 (c) of this Agreement.


 


(d)          Manufacturing
Right. At any time after the Transition Event, upon written notice to Nuo, Nuo shall grant to Rohto an exclusive license, with
limited right to sublicense, to use Nuo Technology for manufacturing, or having third-party manufacture devices which are covered
by Nuo Patent or embodied by Nuo Know How, such as the New Devices and Centrifuge of current and future version, for the Territory.
Upon request of Rohto, Nuo shall provide Rohto with reasonably sufficient information for Rohto to manufacture or have manufactured
such devices. For avoidance of doubt, in such case Rohto shall assemble Product for the Territory,
and sales amount of such Rohto’s assembled Product as a whole shall be the base of Net Sale for royalty payment set forth
in Section 4 (c) of this Agreement.


 


(e)          Procurement
by Rohto. With approval from Nuo, Rohto may procure all components of the Product from Nuo’s
suppliers and contract manufacturers directly at the established Nuo contract prices. For avoidance of doubt, in such case the
sales amount of Rohto’s assembled Product as a whole shall be the base of Net Sales for royalty payment set forth in Section
4 (c) of this Agreement.


 


(f)          Nuo
Trademark. Nuo grants to Rohto a royalty free, nontransferable, exclusive license, with the right to sublicense, to use Nuo Trademark
for the Product which Rohto import, develop, use, market, sell and distribute in the Field of Use in the Territory. Nuo shall register
the Nuo Trademark in the Territory. 


 


(g)          Trademark
Option. Rohto reserves the right to use a trademark other than Nuo Trademarks for the Product in the Territory.


 


(h)          Eastern
and South Eastern Asian Countries. In the event Nuo intends to appoint a licensee or a distributor of its Product in China,
Hong Kong, Macau, Mongolia, North Korea, South Korea, Taiwan, Brunei, Myanmar (Burma), Cambodia, East Timor, Indonesia, Laos, Malaysia,
Philippines, Singapore, Thailand, Vietnam, India, Pakistan, or Bangladesh Nuo shall notify Rohto of such intent and the expected
timeframe for negotiations regarding such appointment.  During the timeframe stipulated by Nuo, the Parties shall discuss
in good faith whether such country would be included in the Territory. 


 




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(i)          Improvement
by Nuo. In the event Nuo has filed a new patent application in any country relating to Wound Dressing or Product, Nuo shall promptly
inform Rohto of the reasonable details of such patent application. For avoidance of doubt, such patent application shall be included
in the Nuo Patent.


 


(j)          Improvement
by Rohto. In the event Rohto has filed a new patent application for a new invention relating to Wound Dressing, Product or Nuo
Technology, Rohto shall inform Nuo of the reasonable details of such invention promptly after Rohto has filed the patent application
for such invention in the Territory or in the U.S. In such event Rohto shall grant to Nuo a royalty free, nonexclusive license
to use such patent application outside the Territory during the term of this Agreement. Upon request of Nuo at Nuo’s expense
for filing, prosecution and maintenance, Rohto shall file such patent application in countries (other than Territory) designated
by Nuo.


 


(k)          Modification
of Component by Nuo. In the event Nuo intends to modify or change any component (device) of the Product within the Field of Use,
Nuo shall inform Rohto of such intent reasonably prior to the implementation of such modification or change. In the event Nuo decides
to commercialize the New Devices within the Field of Use in any country outside of Territory, Nuo shall inform Rohto of such decision.
For avoidance of doubt, the modified/changed device or the New Devices shall be included in the Product and Rohto has the exclusive
right to import, use for development, promote, market, sell and distribute such Product in the Territory and within the Field of
Use.


 


(l)          Modification
of Component by Rohto. Rohto reserves the right to modify or change any component (device) of the Product in order to meet the
market needs in the Territory. In the event Rohto intends to implement such modification or change
within the Field of Use, Rohto shall inform Nuo of such intent reasonably prior to the implementation of such modification or change.
For avoidance of doubt, the modified/changed device shall be included in the Product and sales
amount of such Rohto’s assembled Product as a whole shall be the base of Net Sale for royalty payment set forth in Section
4 (c) of this Agreement.


 


3.            DEVELOPMENT.


 


(a)          PMDA
Consultation. Upon execution of this Agreement Rohto shall consult with PMDA for a Marketing Authorization of the Product in the
Territory. Rohto shall conduct clinical studies in accordance with guidance of PMDA.


 


(b)          Nuo
Information and Data. Upon Rohto’s reasonable request, Nuo shall provide Rohto with Nuo Clinical Data, Product information,
or other information or data Nuo has or would be reasonably expected to have which are required for MA application by Rohto in
the Territory.


 


(c)          Clinical
Studies. Rohto shall conduct required clinical and other studies for the Marketing Authorization at its own expenses and responsibility.
Upon request of Rohto, Nuo shall supply Rohto with the Product or specific devices in the Product at the Transfer Price.


 




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(d)          
Safety Reporting. Prior to clinical studies, the parties shall enter into a quality agreement that includes safety reporting for
clinical studies.


 


(e)          Marketing
Authorization. Upon completion of the required studies, and without unreasonable delay in the Territory, Rohto shall submit the
MA application for the Product with MHLW, and upon approval, Rohto shall be the holder of the Marketing Authorization of the Product.


 


(f)          Inspection.
In the event PMDA or other agency of MHLW requires inspections of Nuo’s and/or its suppliers’ facilities (of the devices
and Product), Nuo will reasonably cooperate with such inspections and use commercially reasonable efforts to cause its suppliers
of the devices/Product to cooperate with such inspections.


 


(g)          NHI
Pricing. Promptly after the Marketing Authorization for the Product is granted, Rohto shall submit, at its own expense, NHI reimbursement
for the Product with MHLW.


 


(h)          No
Warranty. Rohto shall make commercially reasonable effort to conduct required studies and seek the Marketing Authorization and
NHI reimbursement for the Product, provided that Rohto shall not ensure the achievement of such approval or grant. Nuo acknowledges
that such approval or grant is at the discretion of MHLW.


 


(i)          Restriction.
The Parties acknowledge that Rohto is strictly prohibited by the relevant laws and regulations in the Territory to promote, advertise,
or sell the Product in the Territory until after the Transition Event. Rohto shall start marketing
and sale of the Product in the Territory only after the Transition Event.


 


(j)          Quality
Agreement. Prior to the Transition Event, the Parties shall enter into a separate quality agreement that (a) defines Rohto’s
rights to audit manufacturing sites of each component (device) of the Product in compliance with the requirements of relevant (QMS)
regulations in Japan, (b) defines specifications, shelf life of each component (device) of the Product, and remedies for non-conforming
Product, (c) defines labeling and package insert of the Product, and (d) conforms to the quality plan and systems of Nuo.


 


(k)          Safety
Agreement. Prior to the Transition Event, the Parties shall enter into a separate safety agreement that defines the safety report,
safety database, product recall, post marketing survey, and so on in compliance with the requirement of relevant laws and regulations
in Japan and the United States.


 


(l)          Supply
And Distribution Agreement. Prior to the Transition Event, the Parties shall enter into a supply and distribution agreement with
respect to then current Product available at Nuo , which shall include the provisions of Section 5. (DISTRIBUTION) and Section
6. (SUPPLY OF PRODUCT) of this Agreement and minimum performance requirements.


 


4.            CONSIDERATION.


 


In consideration of
the right and license granted to Rohto under this Agreement, Rhoto shall pay to Nuo the following amount.


 




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(a)          Upfront
Payment. Rohto shall pay to Nuo an upfront non-refundable payment of Three Million United States dollars ($3,000,000) by wire transfer
of immediately available funds to the following account within thirty (30) days after the Effective Date of this Agreement.


 


	Company Name:	NUO Therapeutics, Inc.
	Company Address:	207A Perry Parkway, Suite 1
		Gaithersburg, MD 20877
		USA
	 	 
	Bank Name:	Capital One Bank (USA), N.A.
	Bank Address:	1680 Capital One Drive
		McLean, VA 22102
	 	 
	Swift Code:	HIBKUS44
	 	 
	Routing Number:	255071981
	 	 
	Account Number:	2554300542


 


(b)          Milestone
Payment. Upon occurrence of the NHI Pricing Event, Rohto shall pay to Nuo a non-refundable payment of One Million United States
dollars ($1,000,000) by wire transfer of immediately available funds to the account specified above or to such other account as
may be specified by Nuo in writing within thirty (30) days after the NHI Pricing Event.


 


(c)          Royalty.
Rohto shall pay to Nuo a royalty at the rate of nine (9) percent based on the Net Sales (“Royalty”).


 


(i)          Report.
No later than thirty (30) days after the end of each calendar quarter, Rohto shall deliver to Nuo a written report detailing:
(i) the number of Product sold, (ii) Gross Sales and Net Sales generated from the sales, and (iii) the resulting Royalty owed to
Nuo.


 


(ii)         Payment.
The Royalty owed to Nuo shall be paid by Rohto to Nuo by wire transfer of immediately available funds in U.S. dollars to the account
specified above or to such other account as may be specified by Nuo or its designee in writing. The Royalty shall be paid to such
account within forty–five (45) days after the end of each calendar quarter.


 


(iii)        Audit.
Nuo shall have the right to audit the records of Rohto relating to Net Sales at any time during the normal business hours
upon reasonable advance written notice. The audit will be performed no more than once a fiscal year of Rohto by an independent
reputable accounting firm at Nuo’s sole expense. If the accounting firm determines that Nuo was not paid the full Royalty
owed, Nuo shall have the accounting firm submit the audit findings to Rohto, and Rohto shall pay the amount of any shortfall within
thirty (30) business days after receipt of the audit findings. If Rohto fails to pay such shortfall within such five (5) business
day cure period, then interest shall accrue on such shortfall (from the date it was due) at fifteen percent (15%) per annum. 


 


(d)          Withhold
Tax. If applicable laws and regulations require withholding of income or other taxes imposed upon any payments made by Rohto to
Nuo under this Agreement, Rohto shall make such withholding payments as may be required and shall subtract such withholding payments
from such payments. Rohto shall submit appropriate proof of payment of the withholding taxes to Nuo within a reasonable period
of time. Rohto shall render Nuo reasonable assistance in order to allow Nuo to obtain the benefit of any present or future treaty
against double taxation which may apply to such payments.


 




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5.            DISTRIBUTION.


 


(a)          Distribution.
On and after the Transition Event, Rohto shall use best efforts to market, distribute and sell the Product, consistent with the
terms and conditions of this Agreement. Additionally, Rohto shall provide post-sale customer service for the Products in the Territory
under the terms set forth in this Agreement.


 


(b)          Appointment
of Sub-Distributors. The Parties agree that Rohto’s rights and obligations under this Agreement will, subject to terms and
limitations contained in this Agreement, be discharged and administered directly by Rohto and may include the use of contractors,
subcontractors, and agents, in a manner substantially similar to the method that Rohto currently utilizes to operate its existing
businesses. Rohto shall remain responsible to Nuo for any and all acts and omissions of such sub-distributors and agents.


 


(c)          Promotion
of Product; Advertising.


 


(i)          Promotion.
Rohto shall use its best efforts to develop a customer base and market, sell and distribute the Product within the Territory. Rohto
shall advertise and otherwise promote the Product in a commercially reasonable manner and furnish appropriate Product information
and promotional materials to its customers in a fashion similar to that used with Rohto’s other products.


 


(ii)         Translation
of Materials. Rohto shall bear the cost and responsibility to create and maintain all literature required, in all languages required,
in order to market, sell, distribute and service the Product in the Territory, including all labeling, package inserts, instruction
manuals, registrations, sales literature and other promotional materials for the Product. All translated materials shall be approved
by Nuo prior to release and distribution. Rohto shall attach a written statement with the translated materials submitted to Nuo
for approval certifying that the translation does not misrepresent the claims of the original English-language material and is
an accurate translation.


 


(iii)        Recognition
of Patents and Patents Pending. Subject to rules, regulations and codes controlling the labeling and packaging of the Products,
Rohto may at its discretion include on each Product packaging a printed statement identifying the patents under which the product
is produced and distributed. This notice may be modified by mutual consent of the Parties as reasonably necessary to comply with
applicable patent marking provisions of the U.S. patent laws.


 


(d)          Forecasting
of Products. Rohto shall annually provide to Nuo a rolling forecast of Rohto’s requirements for the Product for the twelve
(12) month period commencing that quarter. The requirements for the first quarter period of each forecast shall constitute a firm
and binding Purchase Order for Product, and shall be delivered to Rohto in full prior to the end of the same quarter. The remaining
rolling quarterly forecast shall constitute non-binding estimates of Product and requirements for the period described; provided
that, the second (2nd) quarter in any forecast shall be varied by no more than 20% when reported in the subsequent binding
forecast, unless agreed to by Nuo. The fourth (4th) quarter of each forecast are non-binding and may be modified by
Rohto at any time in its sole discretion. Nuo will not guarantee fulfillment of orders constituting an aggregate increase in firm
order quantities over forecasted quantities for a given quarter in excess of 20%. In addition to the forecast, Rohto is encouraged
to provide Nuo at any time with advance non-binding notice of expected significant changes to the existing quarterly forecast for
purposes of production planning.


 




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(e)          Regular
Communication. The Parties will meet telephonically or face-to-face no less than quarterly to review, among other things, sales
performance, progress on sales metrics, on hand inventory levels, customer usage information, and make such adjustments and changes
as are agreed to by the Parties.


 


(f)          Reservation
of Title. Except as expressly provided in this Agreement, Nuo reserves to itself and retains all right, title and interest in and
to all Intellectual Property related to the Product and to any modifications, enhancements, improvements and upgrades thereto implemented
by Nuo. Rohto may not duplicate, translate, decompile, reverse engineer or adapt any Product or component parts thereof without
Nuo’s prior written consent.


 


(g)          No
Other Rights. Except as expressly provided in this Agreement, no right, title, or interest is granted by Nuo to Rohto hereunder.
Nuo may distribute any products, other than the Product, which shall not compete with the Product, within the Territory, either
directly or indirectly through distributors, and no right, title or interest is granted by Nuo to Rohto relating to such products.


 


(h)          Other
Information Reporting. Rohto shall provide to Nuo, at Rohto’s expense and in English, each and every Product-related quality
and/or performance complaint reasonably after receipt of such complaint by customer. Rohto shall use a complaint reporting form
agreed upon by the Parties for reporting the information to Nuo.


 


(i)          Post-Sale
Service, Technical Assistance, and Support. Rohto shall provide to its customers post-sale service, technical assistance and support
for Products sold by Rohto in the Territory, at Rohto’s sole cost and expense (other than warranty claims in accordance with
this Agreement).


 


6.            SUPPLY
OF PRODUCT.


 


(a)          Transfer
Price. On and after the Transition Event, Rohto shall purchase, and Nuo shall supply all Products currently in production at the
Transfer Price.


 


(b)          Trade
Term.


 


The Transfer
Price for Product purchased by Rohto hereunder shall be Free Carrier (“FCA”), Nuo’s Point of Shipment or other
trade term the Parties agree.


 


(c)          Certain
Taxes. The Parties acknowledge that the Transfer Prices of Product do not include any sales, excise, use, value added or other
government taxes or duties that may be applicable to the export, import or purchase of the Product, including all income and income-based
taxes imposed on Nuo under applicable laws in Territory, which taxes shall be the sole responsibility of Rohto and Rohto agrees
that it will bear all such taxes and duties.


 


(d)          Order
and Acceptance. All orders for Product shall be by means of a written purchase order which shall be submitted to Nuo at Nuo’s
address for notice purposes set forth in Section 12(e), and shall request a delivery date. Orders may be placed by telephone, facsimile
transmission or, upon the Parties’ agreement, by e-mail; provided, however, that a signed confirming purchase
order is received by Nuo no later than ten (10) business days after such order. Nuo shall notify Rohto in writing within a reasonable
period of time from submission of the purchase order of any rejected order and the reason(s) for such rejection.


 




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(e)          Invoicing;
Payment. Nuo shall submit an invoice to Rohto with each shipment of Product ordered by Rohto. Such invoice shall be due and payable
thirty (30) days following the date of such invoice. All invoices shall be sent to Rohto’s address for notice purposes
set forth in Section 12(e), without regard to the actual shipping address for the Product. Each such invoice shall state Rohto’s
aggregate and unit purchase price for Product in the relevant shipment, plus any freight, taxes or other costs incident to the
purchase or shipment initially paid by Nuo and to be borne by Rohto hereunder. Rohto shall make all payments to Nuo under this
Agreement in United States dollars in immediately available funds to a bank account designated by Nuo in such invoice, or otherwise
designated by Nuo in writing. Rohto shall not take any credits or offsets against amounts billed Rohto by Nuo without Nuo’s
prior written consent.


 


(f)          Shipping;
Risk of Loss.


 


(i)          All
Product delivered by Nuo pursuant to this Agreement shall be suitably packed for surface or air shipment, in Rohto’s sole
discretion, in a bulk shipping carton per the requirements set forth in the applicable purchase order, marked for shipment to such
location or locations as Rohto may designate, and delivered to Rohto or its carrier, FCA, Nuo’s Point of Shipment. Risk of
loss of Product shall pass to Rohto upon delivery to the carrier at the FCA Point of Shipment.


 


(ii)         Nuo
shall ship all Product in accordance with Rohto’s delivery instructions specified in Rohto’s purchase orders; provided,
however, that if Rohto does not provide delivery instructions with respect to the carrier to be used, Nuo may use its customary
carrier. Partial shipments are allowed. All freight, insurance and other shipping expenses, as well as any special packing expenses,
shall be paid by Rohto. Rohto shall also bear all applicable taxes and duties that may be assessed against the Product after delivery
to the carrier at the FCA Point of Shipment.


 


(iii)        Nuo
shall use its good faith efforts to ship the Product within a reasonable amount of time after receipt and acceptance of Rohto’s
purchase order for the Product, consistent with Nuo’s shipping procedures in place from time to time. All shipments of Product
shall be deemed to conform to the relevant purchase order unless Nuo receives from Rohto, no later than fifteen (15) days after
the receiving date of a given shipment, written notice specifying the shipment, the purchase order number and the exact nature
of the discrepancy between the shipment and the order.


 


7.            ADDITIONAL
OBLIGATIONS OF ROHTO.


 


(a)          Compliance
with Laws. Rohto shall comply in all respects with the laws and regulations (including health and safety regulations) applicable
to the marketing, distribution, sale and service of Product within the Territory. Rohto shall monitor the appropriate information
sources in the Territory for material changes in such laws and regulations relating to the distribution of Product within the Territory
and notify Nuo in writing of all such material changes.


 


(b)          U.S.
Export Controls. Rohto understands and acknowledges that Nuo is subject to regulation by agencies of the United States Government,
including the United States Department of Commerce, the United States Department of the Treasury, and the United States Food and
Drug Administration, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations
of Nuo to provide the Product, documentation, or any media in which any of the foregoing is contained, as well as any other technical
assistance shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license
and delivery of technology and products abroad by Persons subject to the jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department
of Commerce, Bureau of Export Administration. Rohto agrees to cooperate with Nuo, including providing required documentation, in
order to obtain export licenses or exemptions therefrom.


 




    	 	10	 



     


    

 


(c)          Regulatory
Relationships. Rohto shall communicate with regulatory agencies within the Territory where the Product is registered, sold or serviced
by Rohto for purposes of monitoring and maintaining any necessary documents or filings required for Rohto to conduct sales of the
Product.


 


(d)          No
Conflicting Commitments. Rohto shall not enter into any third party commitments or contracts for Product sales or service and repair
that supersedes or conflicts with the terms and conditions of this Agreement.


 


(e)          Distribution
of Competitive Products. Rohto agrees not to, directly or indirectly, distribute or otherwise offer
for sale platelet based products in wound care.


 


(f)          Commercialization
Resources and Diligence. Rohto shall apply best efforts to the marketing, sales and customer support of the Product similar to
the effort and resources Rohto applies to its other products.


 


8.            ADDITIONAL
OBLIGATIONS OF NUO.


 


(a)          Compliance
with Laws. Notwithstanding Section 7 of this Agreement, Nuo will obtain and maintain at its expense the necessary regulatory clearances
in the United States supporting the approval and clearance of the Product. Nuo will assist Rohto, at Rohto’s expense, in
obtaining regulatory clearances in Rohto’s name for the Product. Nuo shall comply in all material respects with all laws
and regulations within the United States applicable to the manufacture, labeling, packaging and sale of the Product. Nuo shall
supply to Rohto only Product which has 510(k) clearance or for which an application for such clearance has been filed.


 


(b)          Support.
Nuo shall provide consultation to Rohto concerning technical aspects, regulatory approvals, and use of the Product from time to
time as reasonably requested by Rohto. Nuo shall also provide consultation to Rohto regarding regulatory approvals within the Territory.


 


(c)          Scientific
and Technical Information. Nuo shall provide to Rohto scientific and technical information available to Nuo and required for distribution
to obtain any registrations, licenses and permits required for the sale and distribution of the Product within the Territory, or
to respond to inquiries from customers or governmental or regulatory authorities.


 


(d)          Product
Training. Nuo shall provide Product training for Rohto’s product managers and field application specialists on an as-needed
basis to enable Rohto to promote the sale of Product and to perform post-sale customer training, technical assistance and support
for its customers. Such Product training shall be conducted, at times and locations requested by Rohto and agreed upon by Nuo,
and will be free of charge, provided, however, that Rohto shall be responsible for all out-of-pocket expenses incurred
in connection with such Product training, including travel, airfare and lodging expenses incurred by Rohto’s personnel while
attending such training. In addition, Nuo will provide Product updates and service bulletins as they become available.


 




    	 	11	 



     


    

 


(e)          Information
Reporting. Nuo shall provide to Rohto, at Nuo’s expense, (i) information regarding any discovered defects in the Product,
or any malfunction or deterioration in the performance of the Products, and (ii) any inadequacy in the labeling or the instructions
for use. Rohto is responsible for disseminating the information to customers and sales representatives as appropriate.


 


(f)          Registrations,
Licenses and Patents. Nuo shall, as necessary to support approval, registration and licensing of the Products by Rohto in the Territory:
(a) maintain all current regulatory files, registrations and licenses for Products outside of the Territory, (b) maintain and pay
fees associated with any third party intellectual property licenses, if any, necessary to practice the rights granted under this
Agreement, and (c) maintain and pay the associated filing and maintenance fees for all patents owned by Nuo.


 


(g)          Responsible
Person. Rohto shall notify the competent authorities in Territory that it has been designated as the person responsible for the
marketing and distribution of the Product within the Territory, and Rohto’s address for notice purposes in Section 12(e)
shall be the principal place of business for such purposes.


 


(h)          Inventory
Requirement. Nuo or its contracted manufacturers will maintain no less than forty five (45) days’ finished goods inventories
of Products based upon Rohto’s annual unit forecast, updated on a rolling quarterly basis, pursuant to Section 5(d) above,
and forty five (45) days’ inventory of service and support parts, based on historical usage, to assure supply of Product
for customers.


 


(i)          Indemnity
Obligations. Nuo will indemnify, hold harmless and upon Rohto’s request, defend at its own expense Rohto and its officers,
directors, employees, agents, representatives, successors and assigns (collectively, the “Rohto Indemnified Persons”)
from and against any loss, claim, cost, suit, action, liability, judgment, decree, damage or expense including reasonable attorney’s
fees, imposed upon, incurred by or asserted against the Rohto Indemnified Persons, arising from any third party claim, demand or
action arising from (i) the infringement or misappropriation of the intellectual property rights of a third party by a Product
or use thereof, or Rohto’s use of the Nuo Trademarks, pursuant to this Agreement and (ii) any defect in the manufacturing
or design of a Product.


 


9.            REPRESENTATIONS
AND WARRANTIES OF THE PARTIES.


 


(a)          Nuo.
Nuo hereby represents and warrants to Distributor that:


 


(i)          Nuo
is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all
corporate power and authority to own, lease and operate its properties and to carry on its businesses as it is currently being
conducted. Nuo has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
This Agreement has been duly authorized, executed and delivered by Nuo.


 


(ii)         The
execution, delivery and performance by Nuo of this Agreement and the consummation of the transactions contemplated hereby do not
violate or conflict with the Certificate of Incorporation or Bylaws of Nuo, any material contract, agreement or instrument to which
Nuo is a party or by which it or its properties are bound, or any judgment, decree, order or award of any court, governmental body
or arbitrator by which Nuo is bound, or any law, rule or regulation applicable to Nuo.


 




    	 	12	 



     


    

 


(iii)        As
of the Effective Date Nuo has terminated the License And Distribution Agreement executed as of September 10, 2009 between Cytomedix
(now Nuo) and Millennia Holdings, Inc.


 


(iv)        Nuo
holds valid licenses to third party intellectual property, if any, necessary to practice the rights granted in this Agreement.
Further, Nuo is the sole, exclusive and lawful owner of all right, title and interest in and to the applicable Nuo Technology incorporated
in the Product and to the Nuo Trademarks. Nuo has not granted to any other Person any license,
franchise or other rights to acquire, use or exploit the Nuo Technology within the Territory (or any portion thereof). Nuo
has the right to grant the license, distribution and other rights to Rohto hereunder. 


 


(v)         Nuo
has in place, and shall have in place during the time that the manufacturing of the Products remains under its regulatory control:
(1) a quality management system that meets the requirements of current ISO 13485:2003 and 21CFR820; (2) required U.S. FDA registrations;
(3) good manufacturing practice (GMP) controls at all manufacturing facilities associated with Product; (4) a change management
system to control internal and supplier processes, so that changes to processes, contact materials and devices/components are approved
by Nuo prior to implementation; (5) special process validations, specifically for cleaning, sterile barrier packaging and sterilization;
and (6) sterilizers which maintain proper ISO certifications.


 


(b)          Rohto.
Rohto hereby represents and warrants to Nuo that:


 


(i)          Rohto
is a company duly organized and existing under the laws of Territory, and has all power and authority to own, lease and operate
its properties and to carry on its businesses as currently conducted. Rohto has all necessary power and authority to enter into
this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Rohto.


 


(ii)         The
execution, delivery and performance by Rohto of this Agreement and the consummation of the transactions contemplated hereby do
not violate or conflict with the Certificate of Incorporation or Bylaws of Rohto, any material contract, agreement or instrument
to which Rohto is a party or by which it or its properties are bound, or any judgment, decree, order or award of any court, governmental
body or arbitrator by which Rohto is bound, or any law, rule or regulation applicable to Rohto.


 


(iii)        Rohto
has (directly and/or with its Affiliates) the distribution facilities and personnel reasonably necessary to perform its functions
and otherwise carry out its obligations under the terms of this Agreement.


 


10.          TERM
AND TERMINATION.


 


(a)          Term.
The term of this Agreement shall commence on the Effective Date and shall continue for fifteen (15) years (the “Initial Term”),
unless earlier terminated pursuant to Section 10(b). If prior to the expiration of the Initial Term either Party has not provided
the other Party with written notice of termination at least six (6) months prior to the expiration of the Initial Term, this Agreement
shall be automatically renewed for additional one (1) year periods (the “Renewal Term” and together with Initial Term,
the “Term”), subject to termination during such Renewal Terms as set forth in this Agreement.


 




    	 	13	 



     


    

 


(b)          Termination
of Agreement. This Agreement may be terminated as follows:


 


(i)          The
Parties may terminate this Agreement upon their mutual written agreement.


 


(ii)         Nuo
may terminate this Agreement if Rohto breaches any of its material representations, warranties, covenants or obligations under
this Agreement and such breach continues for a period of thirty (30) days following Rohto’s receipt of written notice from
Nuo setting forth the nature of such breach.


 


(iii)        Rohto
may terminate this Agreement if Nuo breaches any of its material representations, warranties, covenants or obligations under this
Agreement and such breach continues for a period of thirty (30) days following Nuo’s receipt of written notice from Rohto
setting forth the nature of such breach.


 


(iv)        One
Party may terminate immediately this Agreement by written notice to the other Party upon the occurrence of any of the following
events: (i) the other Party is or becomes insolvent or unable to pay its debts as they become due within the meaning of the United
States Bankruptcy Code (or any successor statute) or any analogous foreign statute; or (ii) the other Party appoints or has appointed
a receiver for all or substantially all of its assets, or makes an assignment for the benefit of its creditors; or (iii) the other
Party files a voluntary petition under the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute;
or (iv) the other Party has filed against it an involuntary petition under the United States Bankruptcy Code (or any successor
statute) or any analogous foreign statute, and such petition is not dismissed within ninety (90) days.


 


(v)         After
the Initial Term or each Renewal Term, either Party may terminate this Agreement at the end of the current Renewal Term by giving
the other Party written notice of termination at least six (6) months prior to the end of the current Renewal Term.


 


(c)          Effect
of Termination.


 


(i)          The
expiration or earlier termination of this Agreement shall not relieve any Party of any of its rights or liabilities arising prior
to or upon such expiration or earlier termination.


 


(ii)         Within
ten (10) business days following the effective date of the expiration or earlier termination of this Agreement, Rohto shall provide
to Nuo a complete inventory of Product in Rohto’s possession, in transit between Rohto’s authorized locations or in
transit to Rohto from Nuo or otherwise in Rohto’s control. Nuo may inspect Rohto’s Product inventory and audit Rohto’s
records in the manner provided herein.


 


(iii)        If
Rohto gives written notice of its intention not to renew for the Renewal Term in accordance with this Agreement, then Rohto and
Nuo shall meet to establish a transition plan. In addition to establishing a transition plan, Rohto shall:


 


(1)         make
available any existing inventory of Product to Nuo, including any Product that has been customized by Rohto;


 




    	 	14	 



     


    

 


(2)         transfer
and assign all regulatory certifications or licenses related to the Product;


 


(3)         provide
customer information needed to facilitate the orderly transition of the sale and marketing of the Product;


 


(4)         transition
all manufacturing and vendor agreements;


 


(5)         negotiate
in good faith to provide a license to use any Rohto Intellectual Property related to or used in the sale of the Products by Rohto
pursuant to this Agreement; and


 


(6)         take
any other action reasonably requested by Nuo to facilitate the orderly transition of the sale and marketing of the Product in the
Territory following expiration of the Term.


 


(iv)        Notwithstanding
the expiration or earlier termination of this Agreement, Rohto may continue to market, distribute and sell Products within the
Territory after the expiration or earlier termination of this Agreement until the earlier of (i) the date that Rohto has sold all
of its Product inventory existing as of the effective date of expiration or earlier termination and (ii) the six (6)-month anniversary
of the effective date of expiration or earlier termination.


 


(d)          Force
Majeure. Neither Party shall be liable to the other Party for non-performance of or delay in performing its obligations hereunder
to the extent that performance is rendered impossible by strike, riot, war, acts of God, acts of terrorism, earthquake, fire, flood,
governmental acts or orders or restrictions, failure of suppliers, or any other reason to the extent that the failure to perform
is beyond the reasonable control of the non-performing Party.


 


11.         CONFIDENTIALITY.


 


(a)          Confidentiality.
Each Party acknowledges that, in the course of performing its duties and obligations under this Agreement, certain information
that is confidential or proprietary to such Party (“Confidential Information”) will be furnished by the other Party
or such other Party’s representatives. Each Party agrees that any Confidential Information furnished by the other Party or
such other Party’s representatives will not be used by it or its representatives except in connection with, and for the purposes
of, the development, promotion, marketing, distribution and sale of Products under this Agreement and, except as provided herein,
will not be disclosed by it or its representatives without the prior written consent of the other Party. Notwithstanding the foregoing,
the Parties agree that other than trade secrets (as defined under the Uniform Trade Secrets Act or its equivalent in the Territory)
all Confidential Information shall be clearly marked “CONFIDENTIAL” or, if furnished in oral form, shall be stated
to be confidential by the Party disclosing such information at the time of such disclosure and reduced to a writing by the Party
disclosing such information which is furnished to the other Party or such other Party’s representatives within forty-five
(45) days after such disclosure.


 


(b)          Exceptions.
The confidentiality obligations of each Party under Section 11(a) do not extend to any Confidential Information furnished
by the other Party or such other Party’s representatives that (i) is or becomes generally available to the public other than
as a result of a disclosure by such Party or its representatives, (ii) was available to such Party or its representatives on a
non-confidential basis prior to its disclosure thereto by the other Party or such other Party’s representatives, (iii) was
independently developed without the use of the other Party’s Confidential Information by representatives of such Party who
did not have access to the other Party’s Confidential Information, as established by contemporaneous written records, or
(iv) becomes available to such Party or its representatives on an non-confidential basis from a source other than the other Party
or such other Party’s representatives; provided, however, that such source is not bound by a confidentiality
agreement with the other Party or such other Party’s representatives.




    	 	15	 



     


    

 


 


(c)          Authorized
Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information of the other
Party: (i) to the extent required to comply with applicable legal requirements including as part of regular securities law reporting
requirements and/or in accordance with securities regulatory authority or securities exchange rules, demands and/or practice; (ii)
to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; provided,
however, that the responding Party shall first have given prompt notice to the other Party hereto to enable it to seek any
available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by the other
Party; or (iii) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights
or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.


 


(d)          Compelled
Disclosure. In the event that either Party or its representatives are requested or become legally compelled (by oral questions,
interrogatories, requests for information or document subpoena, civil investigative demand or similar process) to disclose any
Confidential Information furnished by the other Party or such other Party’s representatives or the fact that such Confidential
Information has been made available to it, such Party agrees that it or its representatives, as the case may be, will provide the
other Party with prompt written notice of such request(s) so that the other Party may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is
not obtained, or that the other Party waives compliance with the provisions of this Agreement, such Party agrees that it will furnish
only that portion of such Confidential Information that is legally required and will exercise its best efforts to obtain reliable
assurance that confidential treatment will be accorded to that portion of such Confidential Information and other information being
disclosed.


 


(e)          Ownership
of Confidential Information. The Party disclosing or otherwise furnishing Confidential Information to the other Party will retain
the exclusive ownership of all right, title and interest in and to such Confidential Information.


 


(f)          Survival.
The obligations of the Parties under this Section 11 shall survive the expiration or earlier termination of this Agreement for
a period of three (3) years; provided, however, that information that is a “trade secret” shall be not
be used and shall be kept confidential by the Party receiving such Confidential Information from the disclosing Party until such
information is no longer deemed a “trade secret” under the Uniform Trade Secrets Act or its equivalent in the Territory.


 


12.         GENERAL
PROVISIONS.


 


(a)          Independent
Contractors. The relationship of Nuo and Rohto established by this Agreement is that of independent contractors, and nothing shall
be deemed to create or imply any employer/employee, principal/agent, partner/partner or co-venturer relationship, or that the
Parties are participants in a common undertaking. Neither Party may direct or control the activities of the other Party or incur
or assume any obligation on behalf of the other Party or bind such other Party to any obligation for any purpose whatsoever.


 







    	 	16	 



     


    

 


(b)          Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be governed,
construed and interpreted in accordance with the laws of the State of New York, without reference to rules of conflicts or choice
of laws. 


 


(c)          Dispute
Resolution. Any disputes or controversies which may arise between parties in connection with this Agreement shall be finally settled
by arbitration. Such arbitration shall be held in English, in Wilmington, Delaware, the United States, pursuant to the Commercial
Arbitration Rules of the American Arbitration Association if arbitration proceedings are initiated by Rohto, and in Osaka, Japan,
pursuant to the rules of Conciliation and Arbitration of the International Chamber of Commerce if arbitration proceedings are initiated
by Nuo. The decision of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. The arbitrator(s) shall be authorized to award any relief, whether legal or
equitable, to the Party so entitled to such relief.


 


(d)          Entire
Agreement. This Agreement, including the exhibits and any schedules, sets forth the entire agreement and understanding of the Parties
relating to the subject matter hereof and supersedes all prior oral and written, and all contemporary oral, negotiations, agreements
and understandings with respect to the same.


 


(e)          Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable, facsimile or international courier, or by registered
or certified mail (postage prepaid, return receipt requested), to the other Party at the following address (or at such other address
for which such Party gives notice hereunder):


 


If to Rohto:


 


ROHTO Pharmaceutical Co., Ltd.

Grand Front Osaka Tower-B 29F 3-1,, Ofuka-cho, Kita-ku,

Osaka 530-0011 Japan

Attn: Division Manager, Medical Business Promotion Division

Telephone: +81 6 6758 1344

Facsimile:+81 6 6758 1244


 


If to Nuo:


 


Nuo Therapeutics, Inc.

207 Perry Parkway, Suite 1

Gaithersburg, MD 20877

Attention: Office of the Controller

Telephone: (240) 499-2680

Facsimile:


 


(f)          Assignment
and Binding Effect. Except as otherwise provided in this Agreement, neither Party may, directly or indirectly, assign its rights
or delegate its duties under this Agreement without the prior written consent of the other Party; provided that Nuo may
assign this Agreement (i) to an Affiliate, (ii) to a successor to all or substantially all of the business or assets of Nuo, (iii)
to any secured party in connection with its rights under the credit agreement and the other financing documents. No permitted assignment
of rights or delegation of duties under this Agreement shall relieve the assigning or delegating Party of its liabilities hereunder.
For purposes of this Agreement, either Party shall be deemed to have assigned this Agreement in the event of a Change of Control
with respect to such Party. Subject to the foregoing, this Agreement is binding upon, and inures to the benefit of, the Parties
and their respective successors and permitted assigns.


 




    	 	17	 



     


    

 


(g)          Partial
Invalidity. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions
shall remain, nevertheless, in full force and effect. The Parties agree to renegotiate in good faith any term held invalid and
to be bound by the mutually agreed substitute provision in order to give the most approximate effect intended by the Parties.


 


(h)          No
Waiver; Amendment. No waiver of any term or condition of this Agreement shall be valid or binding on any Party unless agreed to
in writing by the Party to be charged. The failure of either Party to enforce at any time any of the provisions of the Agreement,
or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, shall in no way
be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce
each and every such provision thereafter. This Agreement may not be amended or modified except by the written agreement of the
Parties.


 


(i)          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one instrument.


 


(j)          Consent
Not Unreasonably Withheld. No Party given the right to approve or consent to any matter shall unreasonably withhold, condition
or delay its approval or consent. The failure to respond in writing within any specified time period shall be deemed unconditioned
approval of or consent to the relevant matter; provided that the Party requesting such approval or consent gives written
notice requesting a response at least two (2) business days prior to the expiration of the specified time period, if any.


 


(k)          Construction;
Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. Any section, recital, exhibit, schedule and Party references are to this Agreement unless
otherwise stated. No Party, nor its counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions
of this Agreement, and all provisions of this Agreement shall be construed in accordance with their fair meaning, and not strictly
for or against any Party. Each Party hereby acknowledges that they have not relied on any promise, representation or warranty that
is not set forth in this Agreement. Whenever the words “include,” “includes,” “including” or
similar expressions are used in this Agreement, they will be understood be followed by the words “without limitation.”
All references to “$” or “dollars” are to U.S. dollars, and all amounts to be calculated or paid under
this Agreement will be in U.S. dollars.


 


(l)          Further
Assurances. Each Party agrees to cooperate fully with the other and execute such instruments, documents and agreements and take
such further actions to carry out the intents and purposes of this Agreement.


 


(m)          Press
Releases and Announcements. Except as may be contemplated hereunder, neither Party may issue any press release, product any professional
publications or make any public announcement concerning the transactions contemplated by this Agreement without the prior consent
of the other Party, except for any releases, publications or announcements which may be required by or, in such Party’s discretion,
reasonably necessary under applicable law, in which case the Party proposing to make such release or announcement will allow the
other Party a reasonable opportunity to review and comment on such release, publications or announcement in advance of such issuance
or making.


 


[Remainder of
This Page Intentionally Left Blank; Signature Page Follows]


 




    	 	18	 



     


    

 


In
Witness Whereof, each of the undersigned has caused this Agreement to be duly executed.


 


	 	Nuo therapeutics Inc.
	 	 	 
	Date: January 5, 2015 	By:	/s/ Martin Rosendale
	 	 	Name: Martin Rosendale
	 	 	Title: CEO
	 	 	 
	 	ROHTO Pharmaceutical Co., Ltd.
	 	 	 
	 	By:	/s/ Kunio Yamada
	 	 	Name: Kunio Yamada
	 	 	Title: CEO


 




    	 	19	 



     


    

 


Exhibit 1



Nuo Patent


 


	Nuo Patnet-1	 
	 	 
	Application No.	JP2000-555609
	 	 
	Patent No.	JP3993981
	 	 
	Nuo Patent-2	 
	 	 
	Application No.	JP2012-534244
	 	 
	Patent No.	JP5502207


 




     


     


    

 


Exhibit 2



Nuo Trademark


 


AURIX


 


AURIX SYSTEM


 


AUTOLOGEL


 


CYTOMEDIX


 


NUO THERAPEUTICS


 




     


     


    

 


Exhibit 3



Product


 


Centrifuge II


 


Wound Dressing Kit Section I


	S-Monovette Tubes	ACD-A, 6.0ml
	Safety-MultiFly Set	21g x 3⁄4”
	Tourniquet	 
	Alcohol Prep Pads	2-Ply Medium, Saturated with 70%
	Gauze Sponges	 
	Adhesive Bandage Strips	 
	Foam Tub Holder	 


 


Wound Dressing Kit Section II


	Alcohol Prep Pads	2-Ply Medium, Saturated with 70%
	Gauze Sponges	 
	3 mL Syringe w/Needle	20 G x 1”
	5 mL Syringe w/Needle	20 G x 1”
	20 mL Syringe w/Needle	 
	3 Way Stop Lock	Discofix
	Blunt Needle	Monoject 16” x 1 1⁄2”
	Skin Protection Wipe	Cavilon—No Sting Barrier Film, 1.0 ml
	N-Terface Dressing	4” x 12” Strip


 


	Reagent Kit	 
	Ascor L 500, Ascorbic Acid Injection, USP,  500mg/mL	McGuff Pharmaceuticals, Inc.
	Calcium Chloride Injection, USP, 10%	American Reagents, Inc.
	Thrombin Topical (Bovine Origin) USP, Thrombin-JMI 5,000U	Kings Pharmaceuticals


 




     


     


    

 


 


Exhibit
4


 


Transfer Price


 


	Procurement Cost	10% Mark-up


 


	Centrifuge II	TBD
	 	 
	Wound Dressing Kit	TBD
	 	 
	Reagent Kit	TBD