Confidential Treatment Requested by LabStyle
Innovations Corp.


Confidential treatment requested with
respect to certain portions hereof denoted with “***”


 


	Exhibit 10.1
	 
	***CONFIDENTIAL
    TREATMENT REQUESTED***
	Note:  Confidential treatment requested with respect to certain portions hereof denoted with

 “***”




 


 


AGREEMENT


 


between


 


LABSTYLE INNOVATION LTD.






and 






FARLA MEDICAL LIMITED


 




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Confidential Treatment Requested by LabStyle
Innovations Corp.


Confidential treatment requested with
respect to certain portions hereof denoted with “***”


 


This Distribution Agreement
(the “Agreement”) is entered into as of 25 April 2013 (the “Effective
Date”) by Labstyle Innovation Ltd. (and/or any other party related to the
company on a corporate basis) an Israeli company, with main offices at 7 Menachem Begin St., Ramat Gan 52681, Israel (the “Company")
and Farla Medical Limited and/or any other party
related to the company on a corporate basis) a company incorporated under the laws of England and Wales with registered offices
at 5 North End Road, London NW11 7RJ  the (“Distributor”).


 


Recitals


 


		WHEREAS	the Company is the developer and owner of the rights in and of "Dario", a product and its disposables/consumables,
which together are designed to measure levels of glucose in the blood and assist patients in the management of diabetes (the “Product”,
as further defined below and as specified in Exhibit A); and



 


		WHEREAS	the Distributor is engaged in the business of distributing products and assures the Company that it has the facilities, personnel,
and technical expertise necessary to promote, advertise, market, sell, distribute and support the Product in the Territory (as
defined in Exhibit B) under the Company’s Trademarks; and



 


		WHEREAS	the Distributor wishes to obtain, and the Company is willing to grant the Distributor, the right to distribute
the Product in the Territory, under the terms and conditions set forth in this Agreement.



 


NOW, THEREFORE, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


		1.	DEFINITIONS



 


For the purpose of this Agreement, the following
terms shall have the respective meaning as stated below:


 


		1.1.	“Confidential Information" - any proprietary information relating to any of the
subject matter of this Agreement or the business of the Company, including but not limited to the Product and all Intellectual
Property Rights therein disclosed by or on behalf of the Company to the Distributor in any form or medium whatsoever including
in written, physical, digitized, oral or visual form.



 


		1.2.	“Term” – as defined in Section 4.



 


		1.3.	“Documentation” - all documentation related to the Product, including descriptive
materials, manuals and user-guides.



 


		1.4.	“End-User” – a customer who has purchased the Product from the Distributor
for their personal use and not for further distribution.



 




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		1.5.	“Intellectual Property Rights” -  shall include, without limitation, copyrights,
trade-secrets, trademarks, trade-names, domain names, patents, know-how, formulation, data, technology, designs, inventions, discoveries,
processes, models or sales, financial, contractual and marketing information and all other intellectual or industrial property
and like rights whether or not registered.



 


		1.6.	“Dario Consumables” or “Consumables” - shall mean the consumables
and disposable materials for the Product as set forth in Exhibit A.



 


		1.7.	“Product” - shall mean a “Blood Glucose Meter”, specifications of which
are attached hereto as Exhibit A, and includes: (i) Dario Consumables, (ii) the Documentation; and, at the Company’s
sole discretion (as shall be evidenced by written conformation by the Company’s COO), also (iii) any improvement, new version
or new feature made thereto. The term "Product(s)" includes Product units.



 


		1.8.	“Specifications” - the specifications of the Product, attached hereto as Exhibit
A.



 


		1.9.	“Territory” – the territories identified in Exhibit B hereto.



 


		2.	APPOINTMENT



 


		2.1.	Appointment: During the Term and subject to the terms and conditions of this Agreement, the
Company hereby grants the Distributor, and the Distributor hereby accepts an exclusive, non-transferable, non-sublicenseable, revocable,
right and license limited only to distribute and resell the Product to End-Users in the Territory (the “License”).
The Distributor may not distribute and/or resell the Product to third parties located outside of the Territory without the prior
written consent of the Company, which may be granted or denied in the Company's sole and absolute discretion. Any failure to comply
shall be deemed a material breach of this Agreement by the Distributor.



 


		2.2.	Sub-Distributors: the Distributor represents and warrants that it does not currently have any
third party agents, representatives, or distributors for the promotion or sale of the Products in the Territory (“Sub-distributors”)
and that it will not appoint Sub-distributors without the Company’s prior written consent. For the avoidance of doubt, it
is hereby clarified, that in the event any Sub-distributors are appointed by the Distributor in accordance with this Section 2.2,
the Distributor shall remain fully responsible for the performance of all of its covenants and obligations hereunder. If this Agreement
is terminated, the Distributor shall have sole responsibility for termination of any of its Sub-distributors.



 


		2.3.	Restrictions: Other than the rights expressly licensed to the Distributor hereunder, no other
rights or interest whatsoever in the Product are transferred or granted to the Distributor. Without limiting the foregoing, the
Distributor shall not: (i) reverse engineer, disassemble, decompile, modify, or alter the Product, hardware, firmware, or software
included therewith or any part thereof, (ii) use the Product for any purpose other than the purposes of this Agreement; or (iii)
copy the Product, develop any derivative works thereof or include any portion of the Product in any other products.



 




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		2.4.	Capabilities of Products: The Distributor shall not make any representations, claims or other
like statements regarding the characteristics or capabilities of the Products, other than those representations, claims or other
like statements contained in the Documentation or Product literature supplied to the Distributor by the Company.



 


		3.	REPRESENTATIONS AND WARRANTIES OF THE PARTIES:



 


		3.1.	Each party represents and warrants to the other party that:



 


		(i)	It has full corporate power and authority to execute this Agreement and to perform its obligations hereunder and all corporate
action on its part necessary for the authorization, execution, delivery and performance of this Agreement by it have been taken.



 


		(ii)	This Agreement, when executed and delivered by it, will constitute a valid and legally binding obligation on its part, enforceable
in accordance with its terms.



 


		(iii)	The execution, delivery and performance of this Agreement will not result in the breach or violation of any law or regulation
applicable to it or any contract or commitment by which it is bound.



 


		3.2.	Without derogating from the aforesaid, the Distributor hereby represents and warrants to the Company,
as follows:



 


		(i)	It has the required knowledge, experience and financial capacity to fulfill its obligations hereunder; that it has previous
experience and knowledge regarding the marketing of similar products to the Product in the Territory; that it has received and
reviewed all the information required by the Company; and that it has evlauated the merits of this Agreement before executing it.



 


		(ii)	It will comply with all applicable laws and regulations in the Territory pertaining to the performance of its obligations under
this Agreement, including the marketing and sale of the Product and receipt of all approvals and authorizations in connection thereto.
It shall promptly inform the Company of any formal or informal inquiry and/or inspection relating to any Product by any regulatory
agency of any state or national government or supranational authority.



 


		(iii)	It shall comply with all sales policies and operating regulations of the Company, as issued and modified from time to time
by the Company, provided however that in any event of contradiction between such sales policies and operating regulations of the
Company and the provisions of this Agreement, the provisions of this Agreement shall prevail.



 




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		4.	DURATION OF THIS AGREEMENT



 


		4.1.	Term of the Agreement: This Agreement shall commence on the date of signature by both parties
hereto and shall terminate three (3) years from the commencement date (the “Initial Term”) unless it
is terminated sooner according to the provisions of this Agreement. .



 


		4.2.	Renewal: This Agreement will be automatically renewed upon the
expiration of the Initial Term for a subsequent twelve (12) months, unless not less than ***
prior to the end of the Initial Term or any renewal term, one party indicates in writing to the other party of its intention not
to renew this Agreement. The Initial Term together with any renewal term shall be collectively referred to herein as the “Term”.




 


		4.3.	Continuation or Survival of Certain Clauses upon Termination: Certain clauses, as specified
below, will survive and remain effective even after the termination or cessation of this Agreement. All other rights and obligations
of each party to the other shall terminate upon termination of this Agreement.



 


		5.	PARTIES’ OBLIGATIONS



 


		5.1.	Exclusivity: the Company hereby grants the Distributor the exclusive right to distribute
the Products in the Territory, subject to the limitations set forth below.



 


		5.2.	Territory: The Distributor may sell or distribute the Products to all End-Users in the Territory
covered under the terms of this Agreement. Territory is set out in Exhibit B.



 


		5.3.	Advertisement: The Distributor will be provided by the Company with marketing and promotion
materials of the Products (electronic files only) written and produced in the English language, as customary by the Company.



 


Such materials may
include without limitation, digital versions of: marketing and product presentations, video demonstrations (for advertising sales
and training purposes) data sheets, digital brochures, case studies, press releases and training materials and such other documentation
or product literature, all as shall be determined by the Company from time to time at its sole discretion in consultation with
the Distributor.


 


Any marketing and
promotion materials used by the Distributor and/or packaging label referring to the Product and/or to the Company shall be subject
to the Company’s prior written approval, at the Company’s sole discretion. Company shall solely own any and all rights
to any marketing materials created by the Company. Distributor shall solely own any and all rights to any marketing materials created
by the Distributor.


 




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The
Distributor hereby commits that, during the Term, it will perform and execute, each year, advertising and marketing of the Product
in the Territory, all set forth in the Marketing Work Plan which is to be submitted to the Company once the Distributor completes
its market research (as per Letter of Intent attached hereto as Exhibit C). ***.


 


The
marketing work plan shall include, without limitation, minimum amount of funds that the Distributor commits to spend on said advertising
and marketing in the *** of the Term (the “Marketing Work Plan”.
The Marketing Work Plan may only be amended with the mutual written agreement of the parties hereto. 


 


		5.4.	Packaging: all packaging materials shall include the Distributor’s details as the Company’s
exclusive distributor in the Territory as well as the exclusive contact for any technical issues. Costs involved in ensuring such
information is on the packaging of the Product is to be covered by the Company.



 


		5.5.	Representations: the Distributor will not make any representations or give any warranties concerning
the Product or its capabilities which are false or misleading in any way whatsoever or go beyond those warranties and representations
made by the Company in this Agreement and in the Documentation.



 


		5.6.	Registration: *** register
the Product under the Company’s name for sale in the Territory, and shall be responsible for ensuring that any required registrations
and approvals *** remain valid at all times – ***
shall cooperate with *** to obtain such regulatory or other approvals and licenses.
The Company shall be responsible to procure applicable CE certification with respect to the Product as well as approval by The
Medicines and Healthcare Products Regulatory Agency. The Company shall also successfully register with the Drug Tariff. ***.




 


		5.7.	The Company does not expect any purchase orders or sales in the Territory until the necessary authorization,
certification and documentation for sales and distribution in the Territory of the Product is completed. Personnel: the
Distributor shall train, maintain and dedicate, for the performance of its obligations under this Agreement, a sufficient number
of highly qualified technical, professional, marketing and sales personnel to induce the selling of the Product in the Territory.
The Distributor and its staff shall maintain a high degree of knowledge of the Product and its use.



 




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		5.8.	Training: The Company shall provide***
qualified personnel at the Distributor’s end with basic training in the use and operation of the Products. The Company shall
also provide supporting materials, such as reference books/booklets, software, and any other relevant items, in digital form only,
which might be required for technical support. Training will commence on a mutually agreeable date and will be based on the Company’s
standard training materials for its basic level training course. Such training will be conducted at a time and location agreed
between the Company and the Distributor.  



 


		5.9.	Discontinuation: Nothing herein shall be deemed to prevent the
Company from discontinuing the sale of a Product hereunder and terminate the Agreement with a ***
written notice to the Distributor, provided that all purchase orders submitted to the Company by the Distributor within such six
6 months’ period with respect to such Product shall be honored and fulfilled by the Company in accordance with the terms
hereof.



 


		5.10.	Insurance: During the Term ***,
the Company shall maintain, at its cost and expense, adequate insurance coverage (product liability and professional liability),
in an amount of not less than *** per occurrence
and per year. Upon written request and at reasonable times, the Company shall provide the Distributor with written evidence of
the existence and amount of such product liability insurance. The Company shall promptly inform the Distributor in writing in the
event that its insurance coverage is canceled or reduced in any manner during the Term. Such notice shall in no way be construed
to relieve the Company of its obligations to maintain insurance as provided herein.



 


		5.11.	Records: ***. For
the removal of doubt, any information (including without limitation, e-mail addresses, names and any other contact information)
obtained by Company via (a) the Product’s application and/or website operated and/or owned by the Company, and/or (b) any
other application and/or website operated and/or owned by the Company, shall be exlusively owned by the Company. ***.



 


Following
the expiration or termination of this Agreement, for any reason, *** shall retain full
ownership of the End-User Database and *** may, at its sole discretion, acquire the
exclusive ownership of such End-User Database. The fee payable for *** exclusive ownership
of End-User Database shall be ***. 


 


In
case the Company wishes to market other relevant products to the group of End-Users listed in the End-User Database, the Company
shall provide the Distributor with a notice to that effect, and, with respect to such relevant products, provide the Distributor
with a right of first refusal for for a period of *** as of said notice, such that
within said period of *** Distributor may provide an offer to the Company to serve
as the exclusive distributor of such other products.


 




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Notwithstanding
anything herein to the contrary, other than as set forth above in this Section 5.11, the Company shall exclusivly own any and all
rights to all medical information and records as listed in Exhibit D attached hereto (the “Medical Information”).
All other data, including contact data, is limited to the restrictions set out in this Section 5.11.


 


		5.12.	Resale Outside the Territory: the Distributor shall refrain from seeking End-Users, from establishing
any branch, from maintaining any distribution depot and from any other action in relation to the Products, outside the Territory.



 


		5.13.	Potential Customers Outside the Territory: the Distributor shall refer potential End-Users
of the Products who are located outside of the Territory to the Company or such other distributor, as the Company may designate
in writing.



 


		5.14.	Non-Competition: During the Term ***,
the Distributor shall not market to any person, company or other entity any products which, directly or indirectly, compete with
the Product or with the Company, except with the prior written consent of the Company. .



 


		5.15.	Market Research: the Distributor shall cooperate with the Company in market research and furnish
the Company with all reasonable reports necessary to keep the Company informed of the market, competitive conditions and market
position, including market responses. The Distributor shall be responsible for any costs associated with the fulfilment of such
market research.



 


		5.16.	No Agent: The Distributor shall not: (i) enter into any agreement or arrangement with any third
party on behalf of the Company; (ii) sign Company's name to any commercial paper, contract or other instruments; or (iii) incur
any debt to a third party payable by the Company.



 


		6.	ORDERING PROCEDURE, MINIMUM COMMITMENTS, PAYMENT AND DELIVERY



 


		6.1.	Price and Terms: The Company will sell Products to the Distributor
according to the price schedule shown on Exhibit E hereto. ***. Payments
shall be made in US Dollars only, at the Company’s designated address by wire transfer, check or other means acceptable to
the Company. Terms of payment to Company shall be *** from the date of shipment of
the ordered Products. Such shipment shall be made by the Company within *** from the
receipt of a purchase order by the Company (a “Purchase Order”) ***.
These payment terms must be adhered to in order for the prices specified in Exhibit E hereto to remain in effect.
Any terms of sale not specified herein shall be governed by the Company’s standard sales order terms in effect at the time
of an applicable Purchase Order. Unless otherwise specified in an applicable Purchase Order and approved by the Company, the Distributor
shall bear all shipping costs and similar charges and all personal property taxes assessable on the Products after delivery to
the carrier from the Company’s designated site. In any case of contradiction between the provisons of any Purchase Order
and this Agreement, this Agreement shall prevail. 



 




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		6.2.	Forecasts: Minimum Purchases: From ***,
the Distributor shall prepare and deliver to the Company an annual forecast of anticipated Product purchases for ***
(a “Forecast”). Within ***, the parties will agree
upon the minimum aggregate purchases of Products ***. 



 


The
Distributor's failure to (i) deliver a Forecast in a respective year as set forth above, or (ii) meet the Minimum Purchases or
a Forecast, shall enable the Company, at the Company's option and sole discretion, to either (a) notwithstanding any thing to the
contrary herein (including, without limitation, Section 2.1 above), to convert the License into a non-exclusive License,
mutatis mutandis, or (b) to terminate this Agreement by *** prior written notice
to the Distributor to that effect. Nothing herein shall derogate from the provisions of Section 13 below.


 


		6.3.	Resale Pricing: Distributor agrees that the price quoted or invoiced to End-Users with respect
to a Product shall not be less than as set forth in Exhibit E hereto. Notwithstanding, the Distributor reserves the
right to review its selling price to address market trends and respond to competiton. The Distributor will inform the Company of
any changes to the selling price should these arise.



 


		7.	TRADEMARKS AND DOMAIN NAMES



 


		7.1.	The Company hereby grants the Distributor a limited license to use and display the trademark DarioÔ
or any other mark used by the Company in connection with the Product (collectively the “Company’s Trademarks”)
only for marketing purposes in connection with the Product and only during the term of this Agreement. All advertising and other
materials in which the Company’s Trademarks are used shall be subject to the Company’s prior written consent.



 


		7.2.	Without limiting the above, all use by the Distributor of the Company’s Trademarks or domain
names shall be to the benefit of the Company, and the Distributor shall not obtain any rights with respect to the Company’s
Trademarks or domain names, other than the rights expressly set forth herein. The Distributor hereby irrevocably assigns to the
Company in perpetuity all worldwide right, title and interest, if any, that are owned or obtained by the Distributor in any of
the Company’s Trademarks or domain names.



 


		7.3.	The Distributor shall not remove, obscure or obliterate any patent, trademark or any other proprietary
notices incorporated in, marked on or affixed to the Product and owned by the Company.



 


		8.	OWNERSHIP OF RIGHTS



 


		8.1.	Title/Ownership: the Company owns and shall retain all Intellectual Property Rights, in and
to the Product, including any new version releases, updates, enhancements, modifications or improvements thereto made available
to the Distributor and in and to the Company’s Confidential Information and the Medical Information.



 




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		8.2.	Infringement: the Distributor undertakes to promptly inform the Company of any possible infringement
by third parties of the Company's proprietary rights including any duplication of the Product, and to participate with the Company
regarding any legal action against such infringement which, in the Company's judgment, should be necessary.



 


		9.	INDEMNIFICATION



 


		9.1.	Indemnification by the Company: the Company agrees to defend, indemnify and hold Distributor
harmless from and against any claim or suit alleging that the Product directly infringes third parties' patents, and to pay all
costs, settlements, or judgments finally awarded; provided, however, that (1) the Distributor shall have given the Company a prompt
written notice of such claim, suit, demand, or action; (2) the Distributor shall reasonably cooperate with the Company in the defense
and settlement thereof at the Company’s expense; and (3) the Company shall have sole control of the defense of such claim,
suit, demand, or action and the settlement or compromise thereof.



 


		9.2.	Further Limitation: The foregoing shall not apply to the extent that the infringement arises:
(i) from the use of the Product in a manner for which it was not intended, or (ii) not in compliance with the Documentation
or Specifications thereof, or (iii) where the infringement results from the combination of the Product with third parties’
systems or components, where the Product standing alone, would not have infringed upon third party’s rights, or (iv) where
the Product was modified, serviced or maintained other than by the Company, or (v) from any action or omission of Distributor in
breach of this Agreement and/or due to Distributor’s negligence or wilful misconduct.



 


		9.3.	Distributor Remedy upon Prevention of Product Use: In the event that an injunction is obtained
against the Distributor's use of the Product arising from a suit, claim or proceeding, or if the Company anticipates that there
is a likelihood of a claim of infringement, the Company shall, at its option and expense, either (a) procure for the Distributor
the right to continue using the Product; or (b) replace or modify the same so that it no longer infringes upon such property rights,
so long as the Product continues to substantially conform with the Specifications; or (c) where (a) or (b) are not practicable,
to terminate this Agreement and any pending Purchase Orders, and call back the Products. Should the Company have to terminate this
Agreement on the grounds set out above the Company shall compensate the Distributor in relation to any losses occurred as a direct
result of such termination.



 


		9.4.	Exclusive Remedy: Without limiting the provisions set out in this Agreement, this Section 9
sets forth the exclusive and entire remedy of the Distributor against the Company with respect to any action or claim for an alleged
infringement of Intellectual Property Rights by the Product or any component thereof.



 




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		9.5.	Company Indemnification: the Distributor shall indemnify, defend and hold the Company harmless
from and against all loss, damage, third party claims, and liability arising out of any culpable act or omission of the Distributor
with respect to the performance of this Agreement.



 


		9.6.	Distributor Indemnification: the Company shall indemnify, defend and hold the Distributor harmless
from and against all loss, damage, third party claims, and liability arising out of any culpable act or omission of the Company
with respect to the performance of this Agreement.



 


		10.	WARRANTY



 


		10.1.	Warranty: The Company warrants that for a period of ***
from the date of purchase by the End–User, except for the test strips which shall have a warranty period ending on the expiration
date appearing on the packaging of the respective test strips (“Warranty Period”), the Product and Consumables
shall conform substantially to the Specifications and shall be free from defects in material and workmanship. The Company’s
sole obligation and the Distributor’s exclusive remedy for any failure of the Product to perform as warranted, is the repair
or replacement, at the Company’s option, of the nonconforming Product, component thereof or Consumable, provided, however,
that the Distributor informs the Company in writing, within the Warranty Period of the defect, malfunction or nonconformity.



 


		10.2.	Without limiting the above, the foregoing warranty will not apply should such damages, malfunction
or failures, result from i) use of the Product in a manner for which it was not intended, or not in compliance with its Documentation;
(ii) the defects or malfunctions caused by alteration or modification to the Product without the Company’s prior written
approval; (iii) defects or malfunctions caused by improper installation, service or repair of the Product, by anyone other than
the Company; (iv) defects or malfunctions which do not adversely affect the ability of the Product to perform its usual designated
function; (v) the Product was subject to unusual electrical or physical stress; (vi) negligence by the Distributor or by the End-User;
(vii) use of the Product other than with the Company’s Consumables or consumables approved in advance by the Company; or
(viii) any other cause beyond the Company’s control.



 


		10.3.	Prior to shipping any defective Product to the Company, the Distributor
shall ensure that the Product is defective, and shall obtain a Return Material Authorization (“RMA”) number
from the Company, and in accordance with the Company's then-current RMA procedures. Any Product so replaced or repaired shall be
subject to the warranty for the remainder of the Warranty Period or *** after repair/replacement,
whichever is later.



 




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		10.4.	The Distributor shall, in its promotional literature, provide information to End-Users to the effect
that warranty claims in the Territory should be referred solely to the Distributor for processing. Upon receipt of warranty claims
by End-Users, the Distributor shall be responsible for (i) verifying that the warranty claim is timely made, and (ii) communicating
such claims to the Company. For purposes of enabling the Distributor to verify the timeliness of a warranty claim, the Distributor
shall, in the case of Products which bear an individual serial number, record the serial number of each such Product sold on its
invoice to the End-User.



 


		10.5.	End-User Complaints and Inquiries: 



 


Distributor shall be responsible
as the first point of contact for providing Product technical support to End-Users.


 


Distributor shall establish
and operate a direct line of communication to Company in all matters relevant to vigilance and/or post-market surveillance concerning
the Products (including early warnings or signals) in accordance with all applicable laws.


 


Distributor
shall provide technical support to End-Users on the correct use of Products based on information supplied by Company. End-User
feedback relevant to safety and performance of the Products, the occurrence of Serious Incidents or Potentially Serious Complaints
will be reported by the Distributor immediately and in any event within ***
to Company 


 


"Serious Incident": shall
mean an incident involving the Products which is reportable to a Competent Authority as defined in the applicable Medical Devices
Directive and the European Commission’s Guidelines on a Medical Devices Vigilance System and shall include a Field Safety
Corrective Action.


 


"Potentially
Serious Complaints": shall mean any information coming to the notice of Company which might relate to a Serious
Incident, or to a significant lapse in the quality of the Product, or might lead to significant adverse public or media comment,
or otherwise significantly adversely affect Company's reputation or business. 


 


		10.6.	IN NO EVENT, EXCEPT FOR NEGLIGENCE, MISREPRESENTATION, ERROR OR OMISSION OR BREACH OF THIS AGREEMENT,
SHALL THE COMPANY BE LIABLE TO THE DISTRIBUTOR FOR ANY LOSS OF PROFITS, ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTAL DAMAGES,
OR ANY CLAIMS OR DAMAGES BROUGHT AGAINST THE DISTRIBUTOR OR THE COMPANY BY ANY THIRD PARTY.



 


		11.	LIMITATION OF LIABILITY



 


		11.1.	Except for the express warranties and undertakings set forth in this Agreement, the Company disclaims
all warranties in respect to the Product and any service provided by the Company to Distributor under this Agreement.



 




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		12.	CONFIDENTIALITY



 


		12.1.	All information furnished by a party hereto (the “Disclosing Party”) to the other
party (the “Recipient”), including but not limited to the business, marketing and sales plans of the Disclosing
Party, and designs, manufacturing process and other technical information pertaining to the Intellectual Property Rights
or to the Products (“Confidential Information”), shall be deemed to have been furnished in confidence and shall
not be used by the Recipient for any purpose whatsoever other than for Recipient’s performance hereunder, without the prior
written consent of the Disclosing Party. The parties hereto shall take all necessary precautions and maintain strict safeguards
to hold such Confidential Information in strict confidence and to prevent the disclosure thereof to any third party. Each party
shall exercise a degree of care to preserve and safeguard Confidential Information such as that which the Disclosing Party would
undertake to preserve and safeguard its own confidential information.



 


		12.2.	The Recipient, however, shall not be liable for the disclosure of the following Confidential Information
to third parties:



 


		(i)	information which is in, or becomes part of the public domain through no wrongful act;



 


		(ii)	information which is furnished to a third party by the Disclosing Party without restriction of the third party’s
rights to disseminate the information;



 


		(iii)	information already known to the Recipient prior to the receipt thereof from the Disclosing Party; and



 


		(iv)	information which is required to be disclosed by a government agency or other authority
with the legal power to require such disclosure.



 


		12.3.	In the event of expiration or termination of this Agreement, the Distributor shall promptly deliver
to the Company all documents, data and other information derived from or otherwise containing or pertaining to Confidential Information
and shall not retain any documents or other information containing or pertaining to any Confidential Information.



 


		12.4.	The obligations under this Section shall survive the expiration or termination of this Agreement.



 


		13.	TERMINATION



 


		13.1.	Termination for Cause: If either party hereto commits a material
breach of this Agreement or default in the performance of any material obligation hereof, and if such default or breach is not
cured within *** after the same has been called to the attention of the defaulting
party by a written notice from the other party, then the non-defaulting party, at its option, may thereupon terminate this Agreement
by submitting a written notice to the defaulting party.



 




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		13.2.	Payment delay: Without derogating from the generality of the
foregoing provisions, a delay by the Distributor of more than *** in paying any amount
due shall be considered a material breach hereof.



 


		13.3.	Termination upon Liquidation: Either party may terminate this Agreement in case of: (a) insolvency,
dissolution or liquidation proceedings are instituted by or against the other party; (b) a receiver, trustee or similar officer
is appointed for the business or property of such party; (c) the other party files a petition seeking any reorganization, arrangement,
composition or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit
of creditors; (d) the other party adopts a resolution for discontinuance of its business or for dissolution.



 


		13.4.	The right of termination shall not be exclusive of any remedies or means of redress to which the party
terminating this Agreement may be lawfully entitled to or conversely liable to.



 


For the removal
of any doubt, upon the expiration or termination of this Agreement for any cause or reason whatsoever, the Company shall only be
free to directly contact and engage in business with any and all of the End-Users if it acquires the End-User Database from the
Distributor as set forth on Section 5.11 above.


 


		14.	EFFECTS OF TERMINATION



 


		14.1.	Cessation of Distributor Activities: Upon termination of this Agreement, the Company shall
buy back Distributor’s remaining stock of Products at the same price purchased from the Company by Didtributor hereunder
and Distributor will completely cease its activities in relation to the Product.



 


		14.2.	Materials and Confidential Information: the Distributor shall deliver to the Company all Documentation
and other materials related to the performance of this Agreement and/or to the Product, once the Distributor has cleared all its
stock of the Product or once the Company buys the stock back from the Distributor as set forth on Section 14.1 above.



 


		14.3.	Survival: Sections 5.10 (Insurance), 5.11 (Records), 5.12 (Resale outside the Territory) 5.14
(Non Competition), 5.16 (No Agent), 8.1 (Ownership of Rights), 9.1 to 9.6 inclusive (Indemnification), 10.1, 10.2 and 10.6 (Warranty),
11.1 (Limitation of Liability), 12.1 to 12.4 inclusive (Confidential Information), 17 (Governing Law; Dispute Resolution), and
18 (Miscellaneous) shall survive termination of this Agreement.



 


		14.4.	Other Rights and Remedies: Termination of this Agreement shall be without prejudice to any
other right or remedy of either party as stipulated in this Agreement.



 




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		15.	RELATIONS OF THE PARTIES



 


		15.1.	The parties are independent contractors. Nothing in this Agreement shall be construed to constitute
the parties as principal and agent, employer and employee, franchiser and franchisee, partnership, joint venturers, corporate affiliates,
co-owners or otherwise as participants in a joint undertaking.



 


		16.	ASSIGNMENT



 


		16.1.	Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by either party without the prior written consent of the other party. Notwithstanding the foregoing, the Company may transfer or
assign, in whole or in part, any of its rights under this Agreement to any such person or entity controlled by or under common
control with the Company, to any successor to all or substantially all of the business or assets of the Company or in connection
with the sale or transfer of the operations of the Company related to this Agreement (whether by stock or assets).



 


Should such transfer,
assignment or sale, in whole or in part, take place and should it have a negative impact on the Distributor’s ability to
sell the product, then the Company shall compensate the Distributor and make good any losses, current and future, which might arise
as a result of such transfer, assignment or sale.


 


		17.	GOVERNING LAW; DISPUTE RESOLUTION



 


		17.1.	This Agreement shall be governed in all respects by, and interpreted in accordance with the laws of
Israel. All disputes and differences arising out of or relating to this Agreement or to its interpretation, shall be brought only
in a competent court in Tel-Aviv, Israel.



 


		18.	MISCELLANEOUS



 


		18.1.	Recitals and Exhibits: All Recitals and all Exhibits attached to this Agreement constitute
an integral part of this Agreement. The definitions of this Agreement shall apply to all Exhibits.



 


		18.2.	Headings: The headings of sections and subsections of this Agreement are inserted only for
the purposes of convenience and they shall not be construed as to affect the scope, meaning or intent of the provisions of this
Agreement or any part or portion thereof, nor shall they otherwise be given any legal effect.



 


		18.3.	Notices: Any notice given by either party in accordance with this Agreement shall be made in
writing and delivered by fax and by registered mail or by courier, addressed as first set forth above, or to other addresses as
the parties shall designate in prior written notice.



 




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		18.4.	No Waiver: Failure by either party to enforce any provision of this Agreement will not be deemed
a waiver of future enforcement of that or any other provision.



 


		18.5.	Force Majeure: Neither party shall be responsible for any failure to perform due to unforeseen
circumstances or to causes beyond a party’s reasonable control, including but not limited to acts of God, war, riot, embargoes,
acts of civil or military authorities, fire, floods, strikes, or shortages of transportation, facilities, fuel, energy, labor,
or materials. In event of any such delay in delivery or payment, the party in delay may defer the performance date for a period
equal to the time of such delay, provided that the lack of liquidity by one party shall not constitute a Force Majeure.



 


		18.6.	Severability: If any provision of this Agreement is determined to be invalid or unenforceable,
the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability
of the remainder of this Agreement. The parties shall make their best efforts in order to render effective such provisions of this
Agreement not affected thereby and this Agreement will continue in full force and effect.



 


		18.7.	Entire Agreement: This Agreement, including all supplements and Exhibits constitutes the entire
Agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understanding or representations,
oral or written between the parties hereto regarding such matter.



 


		18.8.	Amendments: This Agreement may be modified or amended only in writing, signed by duly authorized
representatives of both parties.



 


		18.9.	Counterparts: This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.



 


		18.10.	Lawsuit costs: If a lawsuit is commenced to enforce the performance of any part of this Agreement,
including without limitation any order or release made hereunder, the prevailing party shall be paid by the other party reasonable
attorney’s fees and expenses.



 


[Signature
page follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date stated below.


 


	LABSTYLE
    INNOVATION LTD.	 
	Authorised
    signatoree’s name:	 
	 	 
	/s/
    Oren Fuerst	(signature)	 
	 	 
	25th
    of April of 2013	 
	 	 
	FARLA
    MEDICAL LIMITED	 
	Authorised
    signatoree’s name:	 
	 	 
	/s/
    Samuel Zalcberg	(signature)	 
	 	 
	25th
    of April of 2013	 


 




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EXHIBIT A


 


Product Specification including Consumables


 


Blood glucose monitoring system


 


Blood glucose test strips




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EXHIBIT B


 


Territory


 


England


 


Wales


 


Scotland


 


Northern Ireland


 


All British offshore and inshore islands


 


Belgium


 




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EXHIBIT C


 


Letter of Intent 


 


***


 




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EXHIBIT D


 


List of Medical Information


 


***


 







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Confidential
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EXHIBIT E


 


Price Schedule


 


***


 




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