exv10w1






Exhibit 10.1




ARROW ELECTRONICS, INC.

NORTH AMERICAN COMPONENTS OPERATION

7459 SOUTH LIMA STREET

ENGLEWOOD, CO 80112



April 8, 2011




Mr. Joseph V. Gulfo

President & CEO, MELA Sciences, Inc.

50 South Buckhout Street, Suite 1

Irvington, NY 10533



Re: Letter of Understanding Regarding Proposed Terms of Sale



Dear Mr. Gulfo:




     In consideration of the soon to be established credit limit of $75.0K, and re-payment terms of
net 30-days, MELA Sciences, Inc. and Arrow Electronics, Inc. agree to the following:




	 	1.	 	MELA Sciences will deposit $500,000.00 USD into an escrow account, #***, for the
benefit of MELA, which will be held in trust, interest free, and be applied to the invoices
described herein, and according to the attached payment schedule. This payment is to be made
via a wire transfer of funds to Arrow’s bank. That wire address being:




Bank Name: JP Morgan Chase Bank

Bank Address: 10410 Highland Manor Drive, Tampa, FL 33610

ABA Routing #: 021000021

SWIFT #: CHASUS33

Account #: ***

Bank Telephone No: 212-552-5729

Bank Contact Name: Max Toscano





	 	2.	 	With respect to the Last Time Buy Agreement (LTB), CYII4SM1300AA-QDC, MELA Sciences
has with Cypress Semiconductor Corporation (who was recently acquired by On Semiconductor
Corporation and who will honor the LTB Agreement between the parties), MELA will provide
Arrow with a purchase order for *** Cypress components, specifically part number
CYII4SM1300AA-QDC, with a per unit price of $*** USD. The total value of these components is
$1,265,039.90 USD. After the trust deposit mentioned above is received, Arrow will acquire,
from Cypress, the LTB components mentioned above after a Non-Cancelable, Non-Returnable
(NCNR) contract is executed by MELA Sciences.






	 	3.	 	Arrow will be the facilitator by which components are returned, or credited, if the
yield is not 90.0% as stated in section 5.1 of the Cypress Agreement. Pursuant to the LTB
Agreement Cypress should replace, or credit, nonconforming goods in excess of the 10% agreed
upon rate within 30 days following notice to Cypress from MELA Sciences regarding the same.
Cypress will deliver replacement sensors to the MELA/Askion facility and will remit all
credits to MELA Sciences through Arrow. Arrow shall credit MELA Sciences immediately
following its receipt of any such




 


			
	***

	 	This material has been omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.






 









 






	 	 	 	credit from Cypress.






	 	4.	 	MELA Sciences understands that there is a lead-time of approximately 20 weeks for
Arrow to acquire the named components from Cypress. Arrow will promptly notify MELA Sciences
once these components are available and ready for shipment. If there are unusual delays
Arrow will promptly notify MELA Sciences.
	 
	 	5.	 	Once the components are available for delivery MELA Sciences agrees to accept twelve
(12) consecutive monthly shipments of *** pieces in accordance with the attached schedule,
the first shipment to take place immediately.
	 
	 	6.	 	Each of the twelve shipments will be booked with net 30-day terms, and each for
$105,420.00 USD, plus any applicable tax, freight and handling fees. Arrow will apply
$41,666.67 from the funds held in trust to each of the twelve invoices. MELA Sciences agrees
to remit eleven (11) on-time payments of $63,753.33 net-30 days, subject to any credit
issued, and one (1) final on-time payment of $63,753.23. At the same time MELA Sciences
agrees to remit any applicable taxes, freight charges and handling fees with each of the
twelve payments. See attached schedule.
	 
	 	7.	 	If at any time MELA Sciences is unable to pay its obligation under this arrangement,
Arrow reserves the right to use the balance of the trust deposit to satisfy the remaining
obligation and to seek after any legal means available to it in order to satisfy the amount
still owing. If for any reason Cypress notifies MELA Sciences, or Arrow, that it will no
longer be providing the sensors contemplated hereby, or cannot do so within three (3) months
of the delivery schedule attached hereto, then upon MELA Science’s request Arrow shall
promptly remit the remainder of any funds in the trust account held by it for MELA Sciences
and this agreement shall terminate.





     Please acknowledge your acceptance of the above by signing below and returning the original
executed document to me at the above address.


Sincerely,



ARROW ELECTRONICS INC.




Michael Fassula, Account Finance Manager

303-645-8705 Telephone




	 	 	 	 	 
	 	 	 
	/s/ Joseph V. Gulfo
 	 	April 8, 2011
	Joseph V. Gulfo, President & CEO, MELA Sciences, Inc. 	 	Date 
	 	 	 
	 



 


			
	***

	 	This material has been omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.






 









 






MELA Sciences, Inc. Shipment & Payment Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shipment Schedule	 	Payment Schedule
	 	 	Components Shipped	 	Parts Remaining To	 	 	 	 
	Month	 	To MELA	 	Be Shipped	 	Payment From Trust	 	MELA Sciences Pays*
	1
	 	 	0	 	 	 	0	 	 	$	—	 	 	$	(500.000.00	)
	2
	 	 	0	 	 	 	0	 	 	$	—	 	 	$	—	 
	3
	 	 	0	 	 	 	0	 	 	$	—	 	 	$	—	 
	4
	 	 	0	 	 	 	0	 	 	$	—	 	 	$	—	 
	5
	 	 	*	**	 	 	*	**	 	$	—	 	 	$	—	 
	6
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	7
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	8
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	9
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	10
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	11
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	12
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	13
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	14
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	15
	 	 	*	**	 	 	*	**	 	$	41,666.67	 	 	$	63,753.33	 
	16
	 	 	*	**	 	 	0	 	 	$	41,666.67	 	 	$	63,753.33	 
	17
	 	 	0	 	 	 	0	 	 	$	41,666.67	 	 	$	63,753.33	 








 




			
	*	 	Plus Applicable Taxes, Freight & Handling Charges





			
	 
	***

	 	This material has been omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.