Exhibit
10.32.1


 


Certain
identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive
harm if publicly disclosed. [***] indicates that information has been redacted.


 


 


 


 


Exclusive
International Distributor Agreement


 


 


 


 





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    

THIS
EXCLUSIVE INTERNATIONAL DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of September 25, 2015


between


		(1)	Curetis
                                         AG, Max-Eyth Strasse 42, 71088 Holzgerlingen, Germany



-
hereinafter referred to as “Curetis”-


and


		(2)	Beijing
                                         Clear Bio-tech Co. Ltd, Room 429, A Building, Jiatai International Plaza, #41 Dongsihuan
                                         mid-Road, Chaoyang District, Beijing, China



-
hereinafter referred to as “Distributor”-.


The entities
listed in no. (1) and (2) above are also referred to as the “Parties’’.


RECITALS


		(A)	Curetis
                                         manufactures and sells molecular diagnostic products.



		(B)	Curetis
                                         wishes to appoint Distributor as the exclusive distributor of its molecular diagnostic
                                         products in Taiwan, Hong Kong and China, and Distributor wishes to become the distributor
                                         for Curetis on the terms and conditions set out in this Agreement.



		(C)	Distributors
                                         hall be responsible for conducting and implementing as well as full funding of a comprehensive
                                         clinical trial according to CFDA guidelines for the Unyvero instrument and its application
                                         cartridges in pneumonia and implant and tissue infections. These costs include but are
                                         not limited to costs for internal staff, site-related fees and expenses, external
                                         CRO services, patient sampling and measurement, CFDA submission and registration processes
                                         and all associated tasks and work-packages.



		(D)	The parties
                                         will closely work together before submission of the proposal of a clinical study design
                                         to CFDA in all relevant areas. The partners will nominate key personnel to committees
                                         responsible for all issues that may arise.



		(E)	Distributor
                                         will act as direct contact for CFDA and will file the Unyvero Solution CFDA registration.
                                         The registration submission will be by Distributoras Curetis Chinese representative for
                                         this task under power of attorney issued by Curetis. Curetis will be the owner of the
                                         CFDA license.



		(F)	Curetis
                                         will fully support the undertakings of Distributor to get CFDA clearance by providing
                                         expert knowledge to all open issues.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		(G)	Curetis
                                         will reward Distributor for certain milestone achievements in pursuing the CFDA clinical
                                         trial and registration process through milestone payments.



		(H)	Each
                                         of the parties shall bear their own costs and provide appropriate staffing and support
                                         to each other.



		(I)	Both
                                         parties agree to the tentative time lines as set out in attachment 4.



		(J)	Both
                                         parties agree to issue a mutually acceptable press release and public announcement of
                                         their strategic long-term collaboration upon execution of this Agreement.



NOW
IT IS AGREED as follows:


		1.	APPOINTMENT
                                         AND EXCLUSIVITY



		1.1	Curetis
                                         hereby appoints Distributor as its exclusive distributor for the products of Curetis
                                         described in Attachment 1.1 (A) (hereinafter the “Products”)
                                         in the countries described in Attachment 1.1 (B) (hereinafter the
                                         “Territory”), subject to the provisions of this Agreement; Distributor
                                         hereby accepts such appointment.



		1.2	Distributor
                                         shall purchase the Products exclusively from Curetis and resell them to third parties
                                         in the Territory in his own name and on his own account, except as otherwise stated herein.



		1.3	Distributor
                                         shall not act as agent of Curetis, shall not represent Curetis in any way whatsoever
                                         and shall have no authority whatsoever to enter into any obligations on behalf of Curetis,
                                         unless the Parties stipulate such right in writing.



		1.4	Distributor
                                         shall not actively offer or sell, directly or indirectly, Products outside the Territory.
                                         ln particular Distributor shall not approach customers outside the Territory for instance
                                         by mail or e-mail, facsimile, visits, through advertisements in media or other promotions
                                         specifically targeted at customers outside the Territory. Passive sales outside the Territory
                                         shall, however, be permissible. Distributor shall neither establish branch offices nor
                                         keep any distribution warehouse outside the Territory for the sale of the Products. As
                                         far as member states of the European Economics Area (“EEA”) are concerned,
                                         the restrictions under this Section 1.4 apply only to the extent that the active sales
                                         are prohibited in those territories, to which Curetis has exclusively allocated other
                                         distributors or which it has reserved for itself. Curetis will inform Distributor about
                                         such areas. As far as countries outside of the EEA are concerned all exports are prohibited.



		1.5	Distributor
                                         shall not order, be supplied with or distribute, directly or indirectly, the Products
                                         or any products directly competing with the Products from any other party than Curetis
                                         during the entire term of this Agreement as set forth in Section 21.1 below, however,
                                         not exceeding a maximum period of five (5) years following the conclusion of this Agreement.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		1.6	Curetis
                                         shall be entitled to sell the Products directly to the customers in the Territory listed
                                         in Attachment 1.5 (hereinafter the “Direct Sales Customers”).



		1.7	In
                                         addition, Curetis may participate in all relevant fairs and exhibitions in the Territory
                                         in order to promote the Products and Curetis’ trademark in cooperation with Distributor.
                                         In addition, Curetis reserves the right to directly contact key opinion leaders in the
                                         Territory for the promotion of the Products and the Curetis trademark.






		1.8	Except
                                         as provided for in Section 1.6 above or in Section 1.9 below, Curetis will not, during
                                         the term of this Agreement, distribute, actively promote or sell by itself the Products
                                         in the Territory, nor will it grant the right to do so to any other person, firm, government
                                         or company. Except as provided for in Section 1.6 above or in Section 1.9 below, Curetis
                                         will refer to Distributor all inquiries for the Products which are received from the
                                         Territory. Curetis may, however, without liability to Distributor, enter into sales agreements
                                         for the Products outside the Territory, with persons, firms or corporations having a
                                         place of business outside the Territory, without regard to whether or not such Products
                                         may be resold or may be otherwise used by persons, firms or corporations in the Territory;
                                         this, provided that Curetis shall not knowingly enter into sales agreements with persons,
                                         firms or corporations for the sole purpose of general sales or distribution of the Products
                                         within the Territory.






		1.9	Curetis
                                         may terminate the exclusivity of the Distributor with two months’ prior written
                                         notice to the end of a calendar month in case that the Agreement will effectively expire
                                         or terminate within no more than twelve (12) months.






		1.10	Curetis
                                         offers to Distributor a sixty days exclusivity period for negotiation over any legal
                                         third party entities/distributors/manufacturers in China to be engaged in future local
                                         collaborations with Curetis in the Chinese market, including but not limited to local
                                         R&D, local manufacturing and any other new Curetis products entering into China.



		2.	GENERAL
                                         OBLIGATIONS OF DISTRIBUTOR



		2.1	The
                                         Distributor shall



		(a)	Devote
                                         sufficient financial resources and employ sufficient and well trained qualified marketing,
                                         sales and technical personnel to effectively fulfill its obligations under this Agreement
                                         and to enable servicing activity of the highest level. The professional standards of
                                         Distributor’s employees shall be, at all times, raised through education and instruction.
                                         Qualification and training shall be documented and kept up to date.



		(b)	Provide
                                         on its own account adequate pre-sale and post-sale technical and scientific support
                                         services in accordance with standards customary in the industry.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		(c)	Use
                                         best efforts to actively promote the sales of the Products, to create a demand for the
                                         Products, in particular by (i) having its salesforce travelling, (ii) arranging displays,
                                         (iii) participating in relevant trade fairs and exhibitions in the Territory at its own
                                         cost and expense — also upon reasonable request of Curetis - and (iv) by other
                                         methods at its command. It shall advertise the Products and act for Curetis in a manner
                                         fitting its position as exclusive distributor.



		(d)	Act
                                         in furtherance of the best interest of Curetis and at no time do, cause or permit to
                                         be done, published or said, any information, act, or thing from whatever source, which
                                         is or may be detrimental to the best interest and/or business reputation of Curetis.



		(e)	Submit
                                         market analysis and Local Marketing Plans (as defined in Section 4.2 below) to Curetis
                                         (including without limitation: expenses, workshops, conferences, mailings and advertising).



		(f)	Notify
                                         Curetis immediately whenever there are actions or changes in the market in the Territory
                                         which affect, or might affect, Product sales (such as new competitors, new regulations,
                                         changes in reimbursement policies, etc).



		(g)	Market
                                         and sell the Products under Curetis’ logo, trademark and label in their original
                                         package or in case that the original package does not comply with the applicable regulatory
                                         requirements in a modified original package as mutually agreed with Curetis. Distributor
                                         shall ensure that labeling and packaging is in compliance with the applicable laws and
                                         regulations and that the modifications to the package are limited to those required under
                                         the applicable laws and regulations.



		(h)	Inform
                                         the designated Curetis representative set forth in Section 24 below immediately about
                                         any hazards and/or events or any potential hazards and/or events whatsoever occurring
                                         in course of the use of the Products.



		(i)	Distributor
                                         shall not print any sales brochures or other promotional material for the Products that
                                         do not show Curetis’ logo, trademark and label. Any sales brochures and other promotional
                                         material used by Distributor under this Agreement shall include the following wording:
                                         “[Name of Distributor], exclusive distributor of [Curetis’ Product] in
                                         [Territoiy].”



		(j)	Upon
                                         prior consultation and cooperation with and approval by Curetis, obtain approval from
                                         the competent health, medical device and other relevant authorities for import and distribution
                                         of the Products, if necessary, and comply with all applicable laws and regulations. Distributor
                                         shall promptly notify Curetis about any communications with such authorities. Distributor
                                         shall inform Curetis about any form of non-compliance with such laws and regulations.



		(k)	Promptly
                                         take all necessary and required acts and measures to obtain — upon prior consultation
                                         and cooperation with and approval by Curetis - regulatory marketing approval for
                                         those countries in the Territory for which the CE-marking





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


obtained
by Curetis for the Products is inapplicable or insufficient for the marketing, sale and distribution of the Products in such country.
Distributor shall promptly notify Curetis about any communications with such authorities. Any clinical trials which Distributor
intends to conduct or have conducted for obtaining regulatory marketing approval for a country in the Territory or for any other
regulatory approvals require the prior written consent of Curetis. Distributor shall constantly keep Curetis informed about such
clinical trials and provide Curetis with all data, documents and information in connection therewith including the results.


		(l)	Distributor
                                         shall inform Curetis about all infringements of proprietary rights of Curetis that come
                                         to Distributor’s knowledge. Distributor shall use its best efforts to support Curetis
                                         against such infringement of rights.



		(m)	Distributor
                                         shall observe all applicable laws and regulations, particularly those affecting the marketability
                                         of the Products as such as well as those relating to the import, sale, distribution and
                                         marketing of the Products and inform Curetis about any changes hindering or impeding
                                         the sale of the Products in the Territory.



		(n)	Seek
                                         Curetis written approval about local advertising and promotional materials produced by
                                         or on behalf of Distributor prior to its publication; such approval not releasing Distributor
                                         from its sole responsibility of compliance of such material with all applicable laws
                                         and regulations. Any advertising and promotional materials
                                         must correspond and comply with the sample materials provided by Curetis under Section
                                         3.5 below. Translations of advertising and promotional materials including instructions
                                         for use are the sole responsibility of Distributor and must be rendered at Distributor’s
                                         costs in a professional manner by a certified translator and in compliance with all applicable
                                         laws and regulations, in particular any regulatory requirements. Statements in advertising
                                         and promotional materials of Curetis may in no event be altered by Distributor. Labels
                                         may in no event be changed or obliterated by Distributor. Distributor shall adhere to
                                         the CE-marking, unless required differently in the Territory. Any revisions to the
                                         advertising and promotional materials by Curetis, including the instructions for use,
                                         must be translated by the Distributor without undue delay, inserted in the local advertising
                                         and promotional materials, including the instructions for use, and promptly provided
                                         by Distributor to customers and potential customers in the performance of its obligations
                                         hereunder. Customers of Distributor shall be informed about significant changes to the
                                         advertising and promotional materials or the instructions for use by Distributor in accordance
                                         with the applicable laws and regulations.



		(o)	Distributor
                                         may involve third party subcontractors for the performance of its obligations under this
                                         Agreement. Subcontractors must participate in relevant Unyvero trainings that have to
                                         be certified.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		3.	GENERAL
                                         OBLIGATIONS OF CURETIS



		3.1	Curetis
                                         shall, upon Distributor’s request, provide support services, including technical
                                         and scientific training, to Distributor’s personnel for the promotion, marketing
                                         and distribution of the Products as well as the provision of technical services by Distributor
                                         under this Agreement (hereinafter the “Training”).



		3.2	As
                                         part of the Training, Curetis shall offer an introductory training session to staff members
                                         of Distributor free of charge (hereinafter “Introductory Session”).
                                         The Introductory Session shall take place at the business seat of Curetis in Holzgerlingen,
                                         Germany or such other location as may be mutually agreed between the Parties to this
                                         Agreement. The travel costs and out-of-pocket expenses of Distributor’s
                                         personnel participating in such Introductory Session shall be borne by Distributor.



		3.3	Any
                                         further Training beyond the Introductory Session shall be conducted by Curetis upon mutual
                                         agreement between the Parties.



		3.4	Curetis
                                         shall support and cooperate with Distributor in his efforts to obtain regulatory marketing
                                         approval in those countries in the Territory for which the CE-marking is inapplicable
                                         or insufficient for the marketing, sale and distribution of the Products in such country
                                         in the Territory. Distributor hereby guarantees that Distributor shall strictly adhere
                                         to the instructions for use of the Product and all other information and data provided
                                         by Curetis in connection with the Products and to refrain from any misrepresentations
                                         vis-à-vis customers and/or competent regulatory authorities in connection
                                         with the Products, Curetis and/or this Agreement.



		3.5	Curetis
                                         shall support Distributor in its sales and marketing activities. Curetis shall provide
                                         Distributor with samples of advertising and other promotional material (e.g. catalogues,
                                         prospectuses etc.) in the German and/or English language free of charge. This promotional
                                         material will remain Curetis’ property and shall be used by Distributor for the
                                         production of local advertising and promotional materials as set forth in Section 2.1(n)
                                         above. Curetis shall have the right to amend its advertising and other promotional material
                                         with reasonable advance written notice to Distributor in case of modifications, alterations,
                                         or improvements of any or all of the Products, or ingredients of Products, in case of
                                         a discontinuation of the manufacturing of all or specific Products or ingredients of
                                         Products or on other reasonable grounds.



		3.6	Curetis
                                         hereby grants to Distributor for the duration of the Agreement the non-exclusive
                                         license to use Curetis’ trademark, logos and other markings used by Curetis, as
                                         listed in detail in Attachment 3.6 hereto, in order to promote the sale
                                         of Products within the scope of Section 2.1(g) above. The grant of such license shall
                                         be free of charge and shall be limited in scope in accordance with the terms of this
                                         Agreement.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		3.7	Curetis
                                         shall be responsible for the labeling of instruments and consumables according to the
                                         request of Chinese FDA during the clinical trial and after the approval. Distributor
                                         will support Curetis in all matters related to this issue.



		3.8	Curetis
                                         shall reward Distributor for the achievement of following milestones in pursuing the
                                         CFDA trial and registration process on behalf of Curetis with milestone payments as follows:



		(a)	Upon
                                         inititation of up to three (3) clinical trial sites as marked by first patient successfully
                                         enrolled and tested at the respective site: [***] EUR ([***]) per clinical trial site



		(b)	Upon
                                         regulatroy approval by CFDA of the the Unyvero instrument and its application cartridges
                                         in pneumonia and implant and tissue infections: [***] EUR ([***])



		4.	MARKETING
                                         STRATEGY



		4.1	Curetis
                                         is solely responsible for the overall marketing strategy and positioning of the Products
                                         worldwide and in particular in the European Union(hereinafter the “Overall Marketing
                                         Strategy”). Curetis shall inform Distributor in reasonable detail about
                                         the Overall Marketing Strategy and any changes to it.



		4.2	Distributor
                                         shall be responsible for the local marketing in the Territory which will be agreed upon
                                         by the Parties (hereinafter the “Local Marketing Plan”). The Local
                                         Marketing Plan shall be based on and correspond with the Overall Marketing Strategy.
                                         The marketing activities of Distributor under the Local Marketing Plan shall include
                                         hospital marketing as well as physician and microbiology and / or corelaboratory marketing
                                         as described in detail in the Local Marketing Plan.



		4.3	Distributor
                                         acknowledges that Curetis has the greatest interest in displaying a uniform Overall Marketing
                                         Strategy and Local Marketing Plan to potential customers throughout the world. Therefore
                                         Distributor agrees to participate in the Overall Marketing Strategy, along with other
                                         distributors, and to implement the Local Marketing Plan in the Territory.



		4.4	In
                                         order to adjust the Local Marketing Plan to modifications in the Overall Marketing Strategy
                                         as well as the specific market needs in the Territory, the Parties agree to meet at regular
                                         intervals, which will be defined in good faith between the parties, with or without other
                                         distributors of the Products at the head office of Curetis in Holzgerlingen, Germany
                                         or any other place as may be mutually agreed between the Parties (hereinafter “Marketing
                                         Meeting”) and to discuss the Local Marketing Plan in its then current
                                         version as well as any issues in connection therewith. Curetis shall schedule the Marketing
                                         Meeting with reasonable advance notice. Each Party shall participate in such Marketing
                                         Meeting with the relevant marketing representatives. Any travel and out-of-pocket
                                         expenses shall be borne by the Party that incurred such costs.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		4.5	Distributor
                                         shall implement, at its own cost, unless expressly agreed otherwise by the Parties, the
                                         Overall Marketing Strategy and the Local Marketing Plan by using various devices of Curetis
                                         such as logos, trademarks, markings, labels, signs, CDs, DVDs, and any other media provided
                                         by the same.



		4.6	It
                                         is expressly agreed that the marketing concepts developed by Curetis remain its sole
                                         property and shall, in no way, be used by Distributor in connection with promotion of
                                         other goods than the Products.



 


		4.7	If
                                         Distributor shall fail to perform his duties relating to uniform performance of the Overall
                                         Marketing Strategy and the Local Marketing Plan, this shall be deemed a breach of an
                                         essential obligation as set forth in Section 21.3 below.



		5.	RECORD
                                         KEEPING / REPORTING



		5.1	During
                                         the term of the Agreement, Distributor shall keep true, accurate and complete records
                                         of the data collected in connection with the acquisition, promotion, advertising, sale,
                                         stocks, storage, distribution, delivery, services and other activities relating to the
                                         Products. These records shall specifically ensure the traceability of the individual
                                         Products, lots and batches for recall campaigns as set forth in Section 12 below or required
                                         by the relevant regulatory authorities. Distributor shall also keep true, accurate and
                                         complete records of the data collected in connection with obtaining the required regulatory
                                         approvals in the Territory including the documentation of clinical trials, as applicable.
                                         The records shall be furnished to Curetis upon request. Additionally, each party shall
                                         retain such records as are required by the applicable laws and regulations and at least
                                         for a period that is necessary for the administration of the Agreement, but in no case
                                         for a period of less than ten (10) years from the date such records were generated and
                                         not less than five (5) years after the expiration or termination of this Agreement, whichever
                                         is later.



		5.2	Within
                                         thirty (30) days after the end of each calendar quarter during the term of this Agreement,
                                         Distributor shall provide to Curetis a written quarterly report which shall contain true,
                                         accurate and complete information about such calendar quarter on a country-by-country
                                         and product-by-product basis:



		(a)	Sales
                                         results, including the invoiced and the received amounts for sales of Products to end
                                         users as well as to other dealers;



		(b)	List
                                         prices;



		(c)	Deductions
                                         for returns (including withdrawals and recalls);



		(d)	Sales
                                         rebates (i.e. price reductions) and overall average rebates;



		(e)	Volume
                                         (i.e. quantity) discounts;





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		(f)	Sales
                                         taxes and other taxes directly linked to the sales of the countries concerned;



		(g)	Information
                                         whether any sales support from Curetis is required.



The
report shall include the above information for combined Products in the form of in-vitro-diagnostic kitsas well as for
each individual component of such combined Products, provided these components may be sold separately.


		5.3	Distributor
                                         shall allow Curetis audit access for the inspection of the abovementioned records including
                                         its business records and financial statements. Curetis shall give Distributor at least
                                         ten (10) days written notice of any planned audit, unless Curetis has reasonable grounds
                                         to suspect fraudulent activity or other impropriety by Distributor, its permitted subcontractor
                                         or any third party in connection with this Agreement. Distributor shall and shall ensure
                                         that such information, assistance and access to the premises are afforded as may be necessary
                                         for Curetis to fully and promptly carry out such audit. This section shall survive the
                                         expiration or termination of the Agreement for a period of five (5) years thereafter.



		6.	FORECAST
                                         AND MINIMUM PURCHASE



		6.1	Upon
                                         the execution of this Agreement, Distributor shall provide to Curetis on a quarterly
                                         basis a detailed rolling forecast on the expected figures of the deliveries of the Products
                                         for the following twelve (12) months. Such forecasts shall be submitted to Curetis no
                                         later than 15 February, 15 May, 15 August and 15 November and shall provide the forecasts
                                         for the respective four (4) following calendar quarters. Only the forecast for each respective
                                         first quarter of a rolling forecast is considered binding /
                                         the forecasts for the remaining 9 months shall not be binding on either Party
                                         and shall be used for planning purposes only.



		6.2	Irrespective
                                         of the forecast pursuant to Sections 6.1 above, Distributor shall be obligated to purchase
                                         at least the minimum amounts of the Products per contractual year specified in Attachment
                                         6.2 (hereinafter the “Minimum Purchase”). The delivery
                                         date shall be decisive for the allocation to a contractual year. In the event that Distributor
                                         does not fulfil the Minimum Purchase in a contractual year, Curetis may elect to (i)
                                         terminate the Agreement with three months’ prior written notice to the end of a
                                         month informing the Distributor about its failure to fulfill the Minimum Purchase, (ii)
                                         terminate the exclusivity of the Distributor in the Territory on three months’
                                         prior written notice to the end of a month for all Products, or (iii) terminate the exclusivity
                                         of the Distributor in the Territory on three months’ prior written notice to the
                                         end of a month only for the Product for which the Minimum Purchase was not achieved,
                                         provided in these cases that Distributor does not cure its failure to fulfill its Minimum
                                         Purchase obligations for the respective contractual year during such notice periods.
                                         The right to terminate the Agreement or the exclusivity of the Distributor pursuant to
                                         the previous sentence shall not release Distributor from his Minimum Purchase obligations
                                         for the respective contractual year. The right to terminate the





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


Agreement
or the exclusivity of the Distributor pursuant to this Section 6.2 sentence 2 above shall expire after the first three months
following the contractual year in which Distributor failed to fulfil the Minimum Purchase. A waiver of the aforementioned right
to terminate the Agreement or the exclusivity of the Distributor for a contractual year, whether by conduct or otherwise, shall
not be deemed to be or construed as a further or continuing waiver of such rights under this Agreement regarding the following
contractual years.


		6.3	In
                                         case the exclusivity of the Distributor is terminated pursuant to Sections 6.2 above
                                         for one or for all Products, the Minimum Purchase shall be adjusted by Curetis in good
                                         faith.



		6.4	In
                                         case of a permitted modification, alteration, or improvement of any or all of the Products,
                                         or ingredients of Products which may influence the agreed Minimum Purchase, or a discontinuation
                                         of the manufacturing of specific Products or ingredients of Products, the Minimum Purchase
                                         shall be adjusted by Curetis in good faith in proportion to such change.



		6.5	No
                                         later than ninety (90) days prior to the beginning of a renewal of the term of this Agreement
                                         pursuant to Section 21.1 below, the Parties shall agree on the Minimum Purchase for the
                                         years following the initial three-year term, taking into account the actual value
                                         of sales achieved in the respective previous year. In case that the Parties do not reach
                                         an Agreement within the period of time set for in sentence 1 above, this Agreement shall
                                         automatically terminate at the end of the initial or any renewal term.



		7.	PRICES



		7.1	The
                                         prices at which Distributor shall buy and Curetis shall sell the Products bought and
                                         sold hereunder shall be as per Attachment 7.1 (hereinafter referred to
                                         as the “Prices”).



		7.2	Curetis
                                         shall have the right at any time to adjust its Prices, at maximum three (3) times of
                                         the inflation rate of the previous year in the Territory, by giving the Distributor written
                                         notice to that effect not less than four (4) months prior to the date upon which the
                                         adjusted Prices are to become effective, provided that Curetis can reasonably demonstrate
                                         that such price adjustment is based on increased material or manufacturing costs of Curetis
                                         or its subcontractors.



		7.3	The
                                         Prices are to be understood “net, EX WORKS (Curetis AG, Germany), or address of
                                         any other Curetis contractor)” in accordance with Incoterms 2010.



		7.4	Distributor
                                         shall not be bound in any way whatsoever by the prices paid to Curetis, but shall determine
                                         at his own risk the prices for the sale of Products to third parties. However, Distributor
                                         has to take care that Products remain competitive within the Territory. Distributor agrees
                                         to inform Curetis of significant alterations to the resale prices in due time before
                                         they enter into force. Upon the entering into force of this Agreement, Distributor agrees
                                         to inform





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


Curetis
of the prices at which it intends to commence sale of the Products as detailed in Attachment 7.4 hereto.


		8.	ORDERS
                                         AND DELIVERY



		8.1	Curetis
                                         sells the Products to Distributor on the basis of its Standard Terms of Delivery and
                                         Sale attached hereto as Attachment 8.l or in the version applicable at that time
                                         during the term of the Agreement. The Standard Terms of Delivery and Sale may be adjusted
                                         by Curetis upon reasonable advance written notice to Distributor, provided that (i) there
                                         are material grounds for such amendment and (ii) such material grounds as well as the
                                         extent of such amendment are disclosed to Distributor in the written notice thereof.
                                         In case of inconsistencies between this Agreement and the applicable Standard Terms of
                                         Delivery and Sale the provisions of this Agreement shall prevail.



		8.2	Distributor
                                         shall make its orders by regular mail, facsimile, and/or e-mail to Curetis’
                                         distribution site(s) in Germany. Curetis shall confirm receipt of an order of Distributor
                                         within two (2) weeks by regular mail, facsimile, or e-mail and state acceptance of
                                         the order together with the planned delivery date or, if applicable identify any problems
                                         or objections. Each and every purchase order shall become binding upon Curetis with Distributor’s
                                         receipt of Curetis’ acceptance of the order.



		8.3	The
                                         estimated delivery time for an order shall be thirty (30) days upon Distributor’s
                                         receipt of Curetis’ acceptance of the order for disposables and 8 weeks for instruments.
                                         The compliance by Curetis with any agreed delivery dates is subject to Curetis’
                                         proper and timely receipt of supplies from its vendors. Curetis shall inform Distributor
                                         promptly about such delays, including a notification about the reasonably adjusted estimated
                                         delivery times. Any agreed delivery dates shall not be considered as absolute unless
                                         expressly stated otherwise.



		8.4	Delivery
                                         of Products purchased by Distributor hereunder shall be made for and on behalf of Distributor,
                                         EX WORKS (Incoterms 2010), Curetis AG, Germany or address of any other Curetis contractor
                                         in Germany. Curetis or its contractor as stated above will package all products suitable
                                         for shipment.



		8.5	Curetis
                                         is released from the obligation to deliver the Products for any period in which it is
                                         prevented from delivery owing to strike, riots, civil commotions, force majeure or other
                                         circumstances for which it is not responsible. In this event, Curetis shall have the
                                         right to allocate pro rata portions of those Products available to its various distributors
                                         worldwide. This shall also apply in case of 9.1 delay of supply from Curetis’ subcontractors.



		8.6	Curetis
                                         may withhold shipment of Products because of the outstanding balance of Distributor’s
                                         account or if it determines that Distributor is not financially reliable. In this case
                                         Curetis may also make it a condition of further deliveries that the





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


Distributor
provides reasonable security or Curetis may demand payment in advance. If the foregoing conditions regarding Distributor’s
ability to pay or creditworthiness are not rectified to Curetis’ reasonable satisfaction, this will constitute an essential
breach of this Agreement and Curetis may terminate this Agreement pursuant to Section 21.3. Distributor shall not be permitted
to take any credit against amounts owed to Curetis without prior written authorization by Curetis.


		8.7	The
                                         Products remain the property of Curetis until all outstanding payments for all affected
                                         deliveries have been received by Curetis. Distributor, however, shall be entitled to
                                         sell the Products in accordance with proper business practice to third parties. For reasons
                                         of security, Distributor agrees to assign any outstanding claims against said third parties
                                         resulting from these sales to Curetis, until full payment on any unsettled debts has
                                         been effected to Curetis. Curetis agrees to this assignment. The assignment shall not
                                         exceed 110% of the unsettled debts. Distributor shall be authorized to collect these
                                         claims assigned to Curetis in its own name and on its own account as long as this authorization
                                         is not revoked by Curetis. Curetis shall not revoke the authorization as long as the
                                         Distributor fully satisfies its payment obligations and does not breach its obligations
                                         under this Agreement. In case that Distributor is in default with any of its payment
                                         obligations under this Agreement or breaches any terms and conditions of this Agreement,
                                         Distributor shall upon request of Curetis promptly report to Curetis the assigned claims
                                         and the respective debtors and furnish Curetis with all documents and information required
                                         for asserting the claims. In case the Products are pledged by third parties or in case
                                         of equivalent acts, Distributor shall advise about the ownership of Curetis and promptly
                                         inform Curetis in written form to enable Curetis to protect their right, title and interest.
                                         Distributor shall take all necessary and required steps to ensure that the extended retention
                                         of title for all outstanding payments for all affected deliveries of Curetis in the form
                                         described in this Section8.7 above is effective under the applicable laws in the Territory.
                                         In case that an extended retention of title in the form described in this Section 8.7
                                         above is not permissible under the applicable laws in the Territory, Distributor shall
                                         ensure that Curetis is granted a security which comes as close as possible to the purpose
                                         of a retention of title as intended by the Parties.



		9.	PAYMENTS



		9.1	Payments
                                         by Distributor



Invoices
are due for payment sixty (60) days from the date of the invoice. Payments shall be made in cash by wire transfer in immediately
available funds to the German bank account determined by Curetis without any deductions. Payments shall be made in Euro. Charges
by Curetis’ banks are to be paid by Curetis. All other charges are to be paid by Distributor.




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		9.2	Payments
                                         by Curetis



Invoices
are due for payment sixty (60) days from the date of the invoice. Payments shall be made in cash by wire transfer in immediately
available funds to the Chinese bank account determined by Distributor without any deductions. Payments shall be made in Euro.
Charges by Distributors’ banks are to be paid by Distributor. All other charges are to be paid by Curetis.


		10.	TAXES



The
term “Prices” as used in this Agreement, shall exclude any taxes, import duties, use or privilege taxes, or excise
or similar taxes or duties levied by any country in the Territory upon Curetis or the Products, as the result of any manufacture,
sale, delivery or use of any unit sold hereunder. Distributor shall be responsible for the payment of any such taxes or duties
which may be so levied by countries within Distributor Territory.


		11.	INVENTORY



		11.1	It
                                         is the responsibility of the Distributor to have a balanced inventory sufficient to avoid
                                         any customer back order as to avoid any Product loss due to the Product stability. Distributor
                                         thus agrees, at its cost, to carry a minimum representative stock of Products sufficient
                                         to meet the requirements for the Territory, which shall be at least 20% of the respective
                                         installed base in the territory but in no case less than 4 systems and 16 sets of cartridges.
                                         Both parties will review the stocking volume on a quarterly basis and modify according
                                         to the business situation in good faith. The inventory shall be kept in storage under
                                         the mandatory storage conditions set forth in Attachment 11.1 which must
                                         be complied with by Distributor at all times.



		11.2	Distributor
                                         shall allow Curetis audit access for quality and regulatory inspections including the
                                         inspection of the storage conditions at the respective place of storage of Distributor,
                                         its permitted subcontractor or any other third party once every year, unless Curetis
                                         has reasonable grounds to suspect fraudulent activity or other impropriety by Distributor,
                                         its permitted subcontractor or any third party in connection with this Agreement or in
                                         case of other legitimate reasons of Curetis (hereinafter “Ad Hoc Audit”).
                                         The audits under this Section shall include the inspection of any records, data and documents
                                         that Curetis deems relevant in connection with its quality and regulatory inspections.
                                         Curetis shall give Distributor at least ten (10) days written notice of any planned audit,
                                         unless in case of an Ad Hoc Audit where no notice period is required. Distributor shall
                                         and shall ensure that such information, assistance and access to the premises, records,
                                         data and documents are afforded as may be necessary for Curetis to fully and promptly
                                         carry out any audit. The same shall apply in case that a competent regulatory authority
                                         conducts an audit at the Distributor’s, its permitted subcontractor’s or
                                         at a third party’s site in connection with the Products or this Agreement. This
                                         Section 11.2 shall survive the expiration or termination of the Agreement for a period
                                         of five (5) years thereafter.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		12.	RECALLS,
                                         ADVERSE EVENTS, COMPLAINTS



		12.1	The
                                         Parties shall promptly notify each other of the following incidents:



		(a)	Any
                                         adverse events of which the Parties become aware in relation to the Products or any similar
                                         or equivalent products worldwide;



		(b)	Any
                                         defect in the quality of any Product delivered by Curetis under this Agreement or if
                                         Distributor establishes deficiencies in the Product documentation provided by Curetis
                                         including packaging, labeling and instructions for use or promotional and marketing material;



		(c)	Any
                                         defects or deficiencies of the Products which appear during the storage and/or further
                                         processing and/or after marketing of the Products in the Territory;



		(d)	Any
                                         complaints of which Distributor becomes aware in relation to the Products or any similar
                                         or equivalent products in the Territory. Complaints will be reported in a mutually agreed
                                         format and manner.



		12.2	Curetis
                                         shall be responsible for the technical clarification and internal investigation of complaints
                                         in respect of the Products. Distributor agrees to make all commercially reasonable efforts
                                         to support Curetis in order to clarify and resolve the source for the adverse event,
                                         defect, deficiency or complaint. In particular, Distributor shall promptly upon request
                                         of Curetis provide to Curetis any information and records on the Products in questions
                                         in accordance with Section 5 above, especially, any information required by Curetis to
                                         fulfill its reporting and documenting obligations to the competent regulatory authorities
                                         pursuant to Section 12.4 below.



		12.3	Curetis
                                         shall in its own discretion decide whether to put Products or entire batches or lots
                                         of Products on quality hold due to reported adverse events, defects, deficiencies or
                                         complaints and whether a product recall campaign shall be initiated. Curetis shall inform
                                         Distributor without undue delay prior to implementing any recall campaigns or quality
                                         holds. Distributor shall fully cooperate with Curetis in case a recall campaign is initiated.
                                         In case Curetis requests a quality hold of Product lots or batches of Products, Distributor
                                         shall immediately upon notification refrain from selling, distributing and marketing
                                         the respective lot or charge. In case that Curetis requests a Product recall, Distributor
                                         shall immediately upon notification identify any Product deemed to be affected by such
                                         recall including Products already delivered to customers and strictly follow Curetis’
                                         instructions. Curetis shall reimburse Distributor for any reasonable costs incurred by
                                         Distributor’s activities performed in connection with a recall campaign or quality
                                         hold provided that the reason for the recall does not fall in the responsibility of Distributor.
                                         All other claims shall remain unaffected.



		12.4	In
                                         case of any adverse events, defects, deficiencies or complaints as well as recall campaigns
                                         Curetis shall comply with all reporting obligations to the German competent regulatory
                                         authorities as well as those in the Territory under the





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


applicable
laws and regulations. Upon request of Curetis, Distributor shall be responsible for any such reporting obligations described in
the previous sentence to the competent national regulatory authorities in the Territory in compliance with the applicable laws
and regulations, provided such reporting by Distributor is legally permissible. In case that Curetis as the legal manufacturer
is mandatorily required to report to such national regulatory authorities, Distributor shall immediately notify Curetis in writing
thereof and shall take all commercially reasonable and required steps to assist Curetis in complying with such reporting obligations.


		12.5	In
                                         the event of any claim, suit or action arising out of any defects or deficiencies of
                                         the Products or the advertising or promotional material, in particular under product
                                         liability law, Distributor shall promptly notify Curetis in writing. Any such claim,
                                         suit or action shall be defended at Curetis’ costs and risks provided that the
                                         claims, suits or actions are not based on an act exerted by Distributor. In case that
                                         Curetis shall bear the costs the aforesaid claim, suit or action shall be defended taking
                                         into consideration that the good will vis-a-vis customers of Distributor shall
                                         not be jeopardized.



		12.6	The
                                         obligations of Distributor under this Section 12 shall survive the expiration or termination
                                         of this Agreement.



		13.	GUARANTEES
                                         OF DISTRIBUTOR



		13.1	Distributor
                                         shall be solely responsible to its customers for any and all guarantees which it makes
                                         relating to Products.



		13.2	Distributor
                                         guarantees that, in performing work for Curetis under this Agreement, it will not be
                                         using any trade secrets or confidential information of any company which may be considered
                                         to constitute a competitor of Curetis and:



		(a)	with
                                         which Distributor may have been previously associated as a distributor for the products
                                         of such company, or



		(b)	with
                                         which Distributor may now be associated as a distributor for the products of such company,
                                         or



		(c)	with
                                         which Distributor may hereafter be associated as a distributor for the products of such
                                         company during the term of this Agreement.



		14.	DEFECTS



		14.1	Distributor
                                         shall inspect the Products promptly without undue delay upon delivery thereof at Distributor’s
                                         premises. If any faults and defects arising as a result of faulty workmanship or defective
                                         material or short or wrong deliveries are detected during the inspection (hereinafter
                                         “Apparent Defects”), Distributor shall notify Curetis by regular
                                         mail or facsimile promptly without undue delay after receipt of the Products. In the
                                         event of latent defects present at the time of the passing of the





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


risk,
but not capable of being discovered by Distributor upon such an inspection (hereinafter “Concealed Defects”)
Distributor shall inform Curetis by regular mail or facsimile promptly without undue delay after the discovery of such Concealed
Defects. The notification by Distributor of Apparent Defects and Concealed Defects shall include sufficient information for Curetis
to identify the concerned production lot and batch. If Distributor fails to notify Curetis within the timelines set forth in this
Section 14.1, the Products shall be deemed to have been accepted without reserve; § 377 German Commercial Code shall apply
accordingly.


		14.2	Rejected
                                         Products pursuant to Section 14.1 above must be returned to the departure place indicated
                                         by Curetis using the carrier appointed by Curetis. Each package must be labelled with
                                         the return number to be provided by Curetis and to be affixed to such package by the
                                         carrier of Curetis.



		14.3	If
                                         Curetis has been notified of a defect in a timely and proper manner pursuant to Section
                                         14.1 above, Curetis may, at its own discretion, choose to either repair the Product or
                                         ingredient thereof or supply a replacement ingredient or replace the entire Product within
                                         a reasonable period of time. Any costs and expenses incurred in connection with the repair
                                         or replacement including transportation costs, labor costs and material costs shall be
                                         borne by Curetis.



		14.4	In
                                         the event that the defect cannot be eliminated within a reasonable amount of time by
                                         Curetis or in case that the repair or replacement is deemed to have failed for other
                                         reasons, Distributor may, at its sole discretion, rescind from the order or claim damages
                                         or reimbursement of frustrated expenses Claims for damages or reimbursement of frustrated
                                         expenses are subject to Section 16 below. The rescission from an order shall not exclude
                                         any right to damages.



		14.5	The
                                         repair or replacement shall only deemed to have failed in case that (i) Curetis was granted
                                         sufficient time and opportunity for such repair or replacement without achieving the
                                         desired result, whereby the unsuccessful second attempt shall be deemed a failure, unless
                                         the nature of the Product or the defect or other circumstances require differently, (ii)
                                         in case that the repair or replacement is deemed impossible, (iii) in case that Curetis
                                         refuses or unreasonably delays the repair or replacement, (iv) in case that there are
                                         reasonable doubts that the repair or replacement may be successful or (v) in case that
                                         such actions are unacceptable to the Distributor and unreasonable for other reasons.



		14.6	Claims
                                         for product defects shall become time-barred twenty-four (24) months after the
                                         Distributor received the instrument systems and shall become time-barred, in case
                                         of properly stored consumables, within the consumables’ expiration period or within
                                         three (3) months after the Distributor received said consumables, whichever comes earlier.
                                         This limitation shall not apply in case of a liability of Curetis due to intentional
                                         misconduct or gross negligence by Curetis, its legal representatives or its vicarious
                                         agents and in the case of culpable injury to life, body and health by Curetis, its legal
                                         representatives or vicarious agents.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		15.	SHELF-LIFE
                                         GUARANTEE



		15.1	Due
                                         to the shelf-life of the Products, Curetis hereby grants the following shelf-life
                                         guarantee as set forth in this Section 15, which shall be timely limited to a period
                                         of six (6) months following the date of production (hereinafter the “Warranty
                                         Period”), provided, however, that the Products and their ingredients are used
                                         and handled in accordance with this Agreement and stored by Distributor under the storage
                                         conditions specified in Attachment 11.1.



		15.2	In
                                         the event that Distributor can demonstrate by competent evidence that during the Warranty
                                         Period a Product or any ingredient of a Product is or has become defective in material
                                         under normal handling, uses and storage as specified in Attachment 11.1, the defect shall
                                         be deemed present at the time of the passing of the risk so that Sections 14 and 16 shall
                                         apply accordingly. This shelf-life guarantee shall, however, in no event trigger
                                         any strict liability regardless of fault.



		15.3	Curetis
                                         shall be released from all obligations under its shelf-life guarantee set forth in
                                         this Section 15 in the event that Products or their ingredients have been subjected to
                                         misuse, neglect or accident.



		15.4	Except
                                         for the shelf-life guarantee under this Section 15, there are no further guarantees
                                         of Curetis under this Agreement, whether expressed or implied, including, but not limited
                                         to, warranties of merchantability and fitness for a particular purpose other than the
                                         ordinary purposes for which the Products are used, guarantees regarding the validity
                                         of underlying intellectual property rights, know how and other rights of Curetis and
                                         guarantees of non-infringement of intellectual property or other third party rights.



		16.	LIABILITY



		16.1	Any
                                         claims for damages or reimbursement of frustrated expenses are subject to the following
                                         restrictions regardless of their legal basis:



		16.2	The
                                         Parties shall be fully liable in the event of intentional misconduct or gross negligence
                                         by the respective Party itself, its legal representatives or its vicarious agents. In
                                         addition, each Party shall be fully liable (i) in the case of non-compliance with
                                         guarantees, except as set forth in Section 15 above, (ii) in the case of culpable injury
                                         to life, body and health of such Party, its legal representatives or vicarious agents
                                         and (iii) in case of a statutory liability under the German Product Liability Act.



		16.3	In
                                         the case of a culpable violation of essential contractual obligations, meaning principal
                                         obligations enabling the proper execution of the contract and upon which the other Party
                                         therefore relies and may rely, the Party shall be liable on the merits. The liability
                                         shall in this case, however, be limited to the contractually typical damage that can
                                         be reasonably foreseen.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		16.4	In
                                         all other cases, any claims for direct or indirect damages (on any legal basis whatsoever)
                                         including any compensation claims based on breach of any pre-contractual duty, or
                                         tortuous claims) shall be excluded.



		17.	MODIFICATION
                                         OF PRODUCTS



		17.1	Curetis
                                         shall have the right to modify, alter, or improve any or all of the Products, or ingredients
                                         of Products, and shall have the right to discontinue the manufacturing of all or specific
                                         Products or ingredients of Products upon not less than ninety (90) days prior written
                                         notice to Distributor, provided such modification, alteration or improvement is in compliance
                                         with the applicable laws and regulations including the marketing authorization. Curetis
                                         will make available to Distributor documentation describing any such modification, alteration,
                                         or Product improvement and timely consult with Distributor on potential regulatory risks
                                         associated with such modification, alteration or improvement in Territory. Curetis’
                                         rights to modify, alter, or improve any or all of the Products, or ingredients of Products,
                                         and to discontinue the manufacturing of all or specific Products or ingredients of Products
                                         shall not apply to firm orders accepted by Curetis.



		17.2	Distributor
                                         shall not make any modifications, alterations, or improvements in any of the Products
                                         without prior written consent of Curetis. In case of discontinuance of a Product, the
                                         Distributor shall have the right to distribute another product which would better fit
                                         his market needs.



		17.3	Distributor
                                         shall not change or modify the brand or the basic design or appearance of the Products.
                                         Distributor shall not, without the prior written consent of Curetis, make any change
                                         or modification whatsoever of the Products, in particular no changes that could adversely
                                         affect the Product’s quality, performance or conformity to applicable legal requirements
                                         or regulatory approvals of the Products, or that could adversely affect the marketability
                                         of the Products.



		17.4	The
                                         Products shall, at all times, be marketed or displayed in their original packaging and
                                         using Curetis’ trademarks, logos, labels, designs and marketing devices, as may
                                         be then applicable. Distributor agrees not to alter packaging, trademarks, logos, labels,
                                         designs and marketing devices without the prior written consent of Curetis.



		18.	PARTY
                                         RELATIONSHIP



		18.1	This
                                         Agreement does not create an employer-employee relationship between Curetis and Distributor,
                                         nor any agency, joint venture or partnership. Distributor shall have no authority to
                                         act for or to bind Curetis in any way, to alter any of the terms or conditions of the
                                         standard forms of Curetis, to warrant or to execute agreements on behalf of Curetis,
                                         or to represent that Curetis is in any way responsible for the acts or omissions of Distributor.
                                         Distributor shall be an independent contractor only.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		18.2	Distributor
                                         agrees to hold Curetis harmless from violation of the conditions contained in this Section
                                         18.



		19.	CONFIDENTIAL
                                         INFORMATION



		19.1	During
                                         the term of the Agreement and any time thereafter, all information disclosed by one Party
                                         to the other Party hereunder shall be maintained in confidence by the receiving Party
                                         and shall not be disclosed to a third party or used for any purpose other than the purpose
                                         contemplated under this Agreement without the prior written consent of the disclosing
                                         Party, provided that disclosure may be made of any of the information as necessary to
                                         obtain marketing authorizations and to market the Products to the purchasers and except
                                         to the extent that the disclosing Party can prove by competent evidence that such information
                                         received from the disclosing Party:



		(a)	is
                                         known by the receiving Party at the time of its receipt, and not through a prior disclosure
                                         by the disclosing Party, as documented by business records;



		(b)	is
                                         properly in the public domain, or enters into the public domain after its disclosure
                                         to the receiving Party through no fault of the receiving Party;



		(c)	is
                                         subsequently disclosed without any confidential obligation to a receiving Party by a
                                         third party who may lawfully do so and is not under an obligation of confidentiality
                                         to the disclosing Party;



		(d)	is
                                         developed by the receiving Party independently of the Information received from the disclosing
                                         Party.



		19.2	The
                                         receiving Party may disclose confidential information, without violating its obligations
                                         under this Section 19, to the extent the disclosure is required by applicable law or
                                         by a valid order of a court or other governmental body having jurisdiction, provided
                                         that the receiving Party gives reasonable prior written notice to the disclosing Party
                                         of such required disclosure and, at the disclosing Party’s request and expense,
                                         cooperates with the disclosing Party’s efforts to obtain a protective order preventing
                                         or limiting the disclosure, requiring that the confidential information so disclosed
                                         be used only for the purposes for which the law or order requires, and/or to obtain other
                                         confidential treatment of the confidential information so disclosed.



		19.3	In
                                         particular, Distributor will hold in confidence the contents of this Agreement and all
                                         information designated as confidential by Curetis relating to Products sold hereunder
                                         or its underlying intellectual property and know how not a matter of public record.



		19.4	Distributor
                                         shall ensure that its employees and other personnel refrain from disclosing any of Curetis’
                                         information to any person outside Distributor’s organization by submitting to obligations
                                         of confidentiality not less stringent than





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


those
contemplated in this Agreement. Release of such confidential information by Distributor shall be subject to prior written approval
by Curetis.


		19.5	The
                                         provisions of this Section shall remain in full force and effect for 10 (ten) years following
                                         the expiration or termination of this Agreement.



		20.	INTELLECTUAL
                                         PROPERTY



		20.1	Curetis
                                         is owner of trademarks, patents, registration rights and know-how used for Products.
                                         Unless stated otherwise in Section 3.6 above, utilization of these intellectual property
                                         rights by Distributor shall be regulated by a separate license agreement.



		20.2	Distributor
                                         recognizes the validity of the aforementioned title to any and all trademarks and/or
                                         trade names that may be or may have been in use by Curetis in any country, in respect
                                         of the Products, whether or not the same shall have been registered.



		20.3	Distributor
                                         shall neither inside nor outside the Territory take any action in respect of the registration,
                                         renewal or infringement of such trademarks and/or trade names or other emblems identical
                                         or similar to the corresponding signs of Curetis in Distributor’s own or in any
                                         nominee’s name without the previous written consent of Curetis, and in the event
                                         that any such registration is secured by Distributor, Distributor shall immediately upon
                                         request of Curetis make assignment thereof or surrender the same, as Curetis may direct,
                                         or automatically within sixty (60) days after the termination of this Distribution Agreement.



		21.	DURATION
                                         AND TERMINATION



		21.1	This
                                         Agreement shall have an initial term of seven (7) years. It shall be automatically extended
                                         for an additional term of five (5) years, subject to achievement of minimums, provided
                                         that it is not terminated by one Party in writing with six (6) months’ prior notice
                                         effective as of the end of the respective term. Annual minimum quantity and price for
                                         the Products for any year during said renewal term will be agreed upon by both parties
                                         in good faith six (6) months before the start of said annual renewal year.



		21.2	Curetis
                                         shall have the right to terminate the Agreement pursuant to Section 6.2 above in case
                                         that Distributor fails to meet the Minimum Purchase.



		21.3	This
                                         Agreement may be terminated for cause upon written notice by either Party at any time
                                         during the term of this Agreement if it is proven by reasonable evidence that the other
                                         Party is in breach of its essential obligations hereunder by causes and reasons within
                                         its control, and the said breaching Party has not cured such breach within thirty (30)
                                         days after notice requesting the correction of the breach.





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		21.4	The
                                         following reasons shall in particular, but not limited to, be deemed causes justifying
                                         a termination under this Section 21.3:



		(a)	Insolvency
                                         proceedings or a similar winding up of the business outside the insolvency law of Distributor’s
                                         assets or the refusal of insolvency due to a lack of assets;



		(b)	Material
                                         adverse change in the financial conditions of the Distributor;



		(c)	Occurrence
                                         of a change of control of Distributor resulting in Distributor coming under direct or
                                         indirect control of any person, undertaking or organization which was not in control
                                         of Distributor as of the date of execution of this agreement; and



		(d)	Defaults
                                         in payments or failure to make outstanding payment despite Curetis setting an appropriate
                                         grace period.



		21.5	Termination
                                         shall be in writing.



		22.	EFFECT
                                         OF TERMINATION



		22.1	Curetis
                                         shall not incur any liability whatsoever to Distributor as a result of or in connection
                                         with any termination of this Agreement pursuant to Section 21.2 to 21.3 above and shall
                                         not be required to pay any compensation, reimbursement, and/or damages on account of
                                         the loss of goodwill, clientele or prospective profit on anticipated sales, nor on account
                                         of expenditures, investments, leases, and/or commitments of any kind made by Distributor
                                         in the course of performance hereunder.



		22.2	After
                                         giving or receiving notice of termination, Curetis shall be under no further obligation
                                         to supply Distributor with new Products, with the exception of orders, received and accepted
                                         by Curetis before the date of the receipt of notice of termination. Further supply to
                                         Distributor during the notice period is at Curetis sole discretion and Curetis may, at
                                         its option prescribe terms of payment other than the terms stated in Section 9 above.



		22.3	Upon
                                         the effective expiration or termination of this Agreement, Distributor shall assign and
                                         transfer to Curetis all regulatory marketing approvals obtained by Distributor for the
                                         Products in the Territory as well as all other approvals from the competent health, medical
                                         device and other relevant authorities for import and distribution of the Products in
                                         the Territory, provided that such assignment and transfer is legally permissible under
                                         the applicable laws and regulations.



		22.4	Upon
                                         the effective expiration or termination of this Agreement, the Parties’ rights
                                         shall immediately terminate and neither Party shall exercise thereafter any of its rights
                                         set forth in the Agreement, unless otherwise set forth herein. Sections which survive
                                         the expiration or termination of the Agreement shall include but not be limited to Sections
                                         1.3, 2.1(h), 5, 8.7, 9, 10, 11.2, 12, 14 to 16, 18 to 20, 22 and 26 to 28 subject to
                                         the terms stipulated therein. Expiration or termination of this





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


Agreement
shall not affect any of the Parties’ obligations which exist as of the date of termination, or of those obligations of Parties
which, by the context of this Agreement, are intended to survive its termination.


		22.5	All
                                         trade names, patents, registration rights, designs, drawings, formulae, demonstration
                                         Products, technical, scientific and sales literature and handbooks as well as advertising
                                         and other promotional material shall remain the property of Curetis. Upon the effective
                                         expiration or termination of this Agreement Distributor shall return all such items within
                                         thirty (30) days of the expiration or termination date to Curetis, at the expense of
                                         Curetis.



		22.6	Effective
                                         upon the effective expiration or termination of the Agreement, Distributor shall cease
                                         to use any and all logos, labels, designs, trade names or other intellectual property
                                         rights of Curetis. Distributor shall no longer, for any purposes whatsoever, make use
                                         of Curetis’ name and trademarks and shall not be entitled anymore to hold any rights
                                         hereto.



		22.7	Following
                                         the effective expiration or termination Curetis, or its nominee, shall purchase all new,
                                         unsold, unused, and not defective Products in the possession of Distributor in their
                                         original packaging which are not subject of any contract with/or sub-distributors
                                         at the net price actually paid by Distributor to Curetis, provided that Distributor has
                                         documented evidence for the correct shipment and storage of such Products. The risk of
                                         transportation and any costs involved in connection therewith shall be borne by Curetis.
                                         Such repurchasing obligation shall not apply (i) to the extent that the inventory is
                                         based on miscalculations of Distributor or (ii) in case that Curetis rightfully terminated
                                         the Agreement for cause for breach of an essential obligation under Section 21.3 above.



		23.	CUSTOMER
                                         DATA



Upon
request of Curetis, Distributor shall be obliged to make available to Curetis and Curetis shall be entitled to make use of any
data the Distributor receives on customers of the Products in the Territory including their names and addresses.


		24.	NOTICES



All
notices, requests, demands and other communications under this Agreement shall be in English and in writing and shall be deemed
to have been duly given if delivered or if mailed by registered mail prepaid, or sent and received via fax to the Parties at the
following addresses, or at such other addresses as may be given in writing in the future by either Party to the other:


If
to Curetis:CEO, cc Head of Legal, cc CCO


Curetis
AG, Max-Eyth Strasse 42, 71088 Holzgerlingen, Germany


Name
of Curetis’ designated representative: Oliver Schacht, PhD




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


If
to Distributor:Chairman, cc CEO, cc Zeeman Zhang


[Room
429, A Building, Jiatai International Plaza, #41

Dongsihuan mid-Road, Chaoyang District, Beijing, China]


Name
of Distributor’s designated representative: [TangMing, Chairman]


		25.	ASSIGNMENT



		25.1	This
                                         Agreement and all rights and obligations hereunder are personal to Distributor and Distributor
                                         shall not assign, transfer, delegate, sell, sublicense or otherwise dispose of this Agreement
                                         or any or all rights and obligations under this Agreement without the prior written consent
                                         of Curetis, and any purported assignment, transfer, delegation, sale, sublicense or other
                                         disposal hereof shall not be binding upon Curetis.



		25.2	Curetis
                                         may, at its sole discretion, assign this Agreement to any third party nominated by it.



		26.	RIGHT
                                         OF RETENTION AND SET-OFF



A
Party may only offset counterclaims if such counterclaims are with regard to their cause and amount undisputed, accepted or have
been bindingly established in court. The same shall apply in case of a right of retention.


		27.	GOVERNING
                                         LAW, DISPUTES



This
Agreement is to be deemed to have been entered into in the state of Germany, and its interpretation, construction and the remedies
for its enforcement or breach shall be according to the laws of the state of Germany excluding its conflicts of laws provisions.
The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. The courts of Stuttgart
shall have exclusive jurisdiction. Curetis shall, however, be entitled to also bring an action at the registered seat of the Distributor.


		28.	FINAL
                                         PROVISIONS



		28.1	The
                                         failure of either Party to demand execution of any of the terms of this Agreement, or
                                         the waiver by either Party of any breach under this Agreement shall not prevent a subsequent
                                         enforcement of such terms, nor be deemed a waiver of any subsequent breach.



		28.2	This
                                         Agreement, incorporating its attachments, as implemented by purchase orders for Products
                                         or ingredients, is intended to be the entire agreement regarding of the Parties as to
                                         the sale and purchase of the Products, and supersedes all previous understandings, negotiations
                                         and proposals. Purchase orders shall be entered into subject to and in accordance with
                                         the provisions of this Agreement, and none of the provisions printed, typed or otherwise
                                         written thereon shall have any force or effect or be otherwise applicable, except those





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


setting
forth the description of the sections and Prices applicable thereto, which shall be in accordance with the provisions hereof.


		28.3	This
                                         Agreement may not be altered, amended or modified, except in writing, signed by duly
                                         authorized representatives of the Parties hereto. The same applies in case of a waiver
                                         of this written form requirement.



		28.4	Should
                                         any part of this Agreement for any reason be invalid or unenforceable, such invalidity
                                         or unenforceability shall not affect the validity of the remaining portion, which remaining
                                         portion shall continue in full force and effect. In such case, the Parties agree that
                                         they will, in good faith, negotiate with one another to replace such invalid provision
                                         with a valid provision, as similar as possible to that which has been held to be invalid.



		28.5	All
                                         Attachments to this Agreement form an inseparable part thereof.



		29.	CHANGE
                                         OF CONTROL



		29.1	“Change
                                         of Control” of any the Companies is defined as: (i) a merger or consolidation of
                                         the Company in which the stockholders of the Company immediately prior to such transaction
                                         would own, in the aggregate, less than 50% of the total combined voting power of all
                                         classes of capital stock of the surviving entity normally entitled to vote for the election
                                         of directors of the surviving entity or (ii) the sale by the Company of all or substantially
                                         all the Company’s assets in one transaction or in a series of related transactions
                                         or (iii) the liquidation of the company.



		29.2	The
                                         parties are entitled to terminate this Agreement under any of the following change of
                                         control events as described in 29.1.



 


		29.3	In
                                         the event of a change of control of Curetis, Distributor shall be entitled to sell off
                                         any inventory of Curetis Products for one year following the date of notification of
                                         termination of this Agreement. Also Distributor shall be entitled to fulfil all of its
                                         then current obligations entered into under any tender agreements with end customers
                                         in Territory. For the avoidance of doubt Distributor shall not enter into any new tender
                                         obligations after having been notified of a change of control event without the prior
                                         written approval of Curetis or its successors and assigns.



In
the event of a change of control and subsequent termination of the agreement in accordance with section 29.1 the following refund
and compensation scheme shall apply. Distributor shall be entitled to the lower of:


		(a)	From
                                         the 1st calendar year (since the signing date of the distribution agreement)
                                         during pre-approval stage: the actual cumulated cost incurred in pursuing a CFDA-required
                                         clinical trial and the CFDA regulatory approval process times a factor of 1.2 but in
                                         no event more than [***] EUR ([***] EUR).





    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		(b)	From
                                         the 2nd calendar year (since the signing date of the distribution agreement)
                                         during pre-approval stage: the actual cumulated cost incurred in pursuing a CFDA-required
                                         clinical trial and the CFDA regulatory approval process times a factor of 1.2 but in
                                         no event more than [***] EUR ([***] EUR).



		(c)	From
                                         3rd calendar year to 7th calendar year (since the signing date
                                         of the distribution agreement):



		(1)	The
                                         actual cumulated cost incurred in pursuing a CFDA-required clinical trial and the
                                         CFDA regulatory approval process (a) times a factor of 1.2 and (b) times the [***] to
                                         [***] plus [***],



PLUS


		(2)	Future
                                         profits for the remaining original contractual term after the time of termination by
                                         Curetis or its successors as a direct consequence of a Change of Control as forecastedas
                                         Minimum Purchase in Attachment 6.2. of this agreement calculated based on a per cartridge
                                         profit to Beijing Clear Bio-tech Co. Ltd of [***] of the transfer prices of the cartridges
                                         and discounted by a WACC of [***],



MINUS


		(3)	the
                                         cumulated number of cartridges sold by Beijing Clear Bio-tech Co. Ltd at the time
                                         of termination by Curetis or its successors as a direct consequence of a Change of Control
                                         times a per cartridge profit to Beijing Clear Bio-tech Co. Ltd of [***]% of the transfer
                                         prices of the cartridges,



		(4)	but
                                         in no event more than the following amounts in the respective calendar year since the
                                         signing day of the distribution agreement, in which a termination by Curetis or its successors
                                         as a direct consequence of a Change of Control occurs:



3rd
calendar year: [***] EUR ([***])


4th
calendar year: [***] EUR ([***])


5th
calendar year: [***] EUR ([***])


6th
calendar year: [***] EUR ([***])


7th
calendar year: [***] EUR ([***])


In
case that actual purchases as well as then recent forecasts by Distributor indicate a deviation of more than [***]% from the
contractually agreed upon




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


Minimum
Purchase a set forth in Attachment 6.2 of this agreement, both parties shall agree in good faith on adjusted compensation terms
in case of a termination by Curetis or its successors as a direct consequence of a Change of Control.


For
the avoidance of doubt, in case of a termination of the agreement following a change of control after the seventh calendar year
of the agreement there shall be no compensation payment anymore.




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    

 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


	Curetis
    AG

    represented by:	 
	/s/
    Oliver Schacht	 	/s/
    Achim Plum
	Name:
        Oliver Schacht, PhD

        Title:
        CEO

        

	 	Name:
        Dr. Achim Plum

        Title:
        CCO

	 	 	 
	Beijing
        Clear Bio-tech Co. Ltd

        represented by:

         
	 	 
	/s/
    Tang Ming	 	/s/
    Zeeman Zhang
	Name:
        Tang Ming

        Title:
        Chairman
	 	Name:
        Zeeman Zhang

        Title:
        Director

        




 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


 


ATTACHMENT
1.1 (A)

PRODUCTS


Curetis
UnyveronTM Solution consisting of:


1 UnyveroTM
A50 Analyzer


1 UnyveroTM
L4 Lysator


1 UnyveroTM
C8 Cockpit


1 UnyveroTM
P55 Pneumonia Set


Includes:


12
UnyveroTM P55 Pneumonia Cartridges


12
UnyveroTM T1 Sample Tubes, with lysis reagents


12
UnyveroTM T1 Sample Tube Caps, includes quality control


12
UnyveroTM T1 Sample Transfer Tools, special sample pipetting aid


1 UnyveroTM
i60 ITI Set (subject to availability after completed CE approval)


Includes:


12
UnyveroTM i60 ITI Cartridges


12
UnyveroTM T1 Sample Tubes, with lysis reagents


12
UnyveroTM T1 Sample Tube Caps, includes quality control


12
UnyveroTM T1 Sample Pretreatment Tool


12 UnyveroTM
M1 Master Mix Tubes


1 UnyveroTM
Sample Tube holder




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


 


ATTACHMENT
1.1 (B) TERRITORY





China,
Hong Kong and Taiwan


 


 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


 


 


ATTACHMENT
1.5

DIRECT SALES CUSTOMERS


[***]


 


 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


ATTACHMENT
3.6

TRADEMARKS, LOGOS AND OTHER MARKINGS


CURETIS
AND UNYVERO IS A TRADEMARK OF CURETIS AG


 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


ATTACHMENT
4

TENTATIVE TIME PLAN


	Q3
    2015	translation
    of regulatory relevant documents into Chinese language
	Q4
    2015	trial
    start for application pneumonia
	mid
    2016	last
    patient in/finalization of trial for pneumonia
	Q3
    2016	submission
    of trial data to CFDA
	end
    2016	clearance
    by CFDA


 
 
 


    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    

 


ATTACHMENT
6.2

MINIMUM PURCHASE


Taiwan
and Hong Kong: 12CE-labelled complete Unyvero systems (year 1: 2, year 2: 4, year 3: 6; each system consisting of 1 Lysator,
1 Cockpit, 1 Analyser); 100 Unyvero Sets (P55 and i60 Implant & Tissue Infection combined, year 1: 16, year 2: 32, year 3:
52)


China
post approval see table


	 	Year
    1 post approval	Year
    2 post approval	Year
    3 post approval	Year
    4 post approval	Year
    5 post approval
	Unyvero
    L4 Lysators	30	50	50	60	60
	Unyvero
    C8 Cockpits	30	50	50	60	60
	Unyvero
    A50 Analyzers	30	50	50	60	60
	Unyvero
    Sets (/P55 and i60 Implant & Tissue Infection combined)	1,250
    (=15,000 cartridges)	3,333
    (=40,000 cartridges)	8,125
    (=97,500 cartridges)	11,875
    (=142,500 cartridges)	20,833
    (=250,000 cartridges)


 

 
 



    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


ATTACHMENT
7.1

TRANSFER PRICES


[***]


 


 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


 


ATTACHMENT
7.2

DISTRIBUTION PRICES


To be
discussed


 


 




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


 


ATTACHMENT
8.1

STANDARD TERMS OF DELIVERY AND SALE


Standard
Terms of Delivery and Sale of Curetis AG


§1.
General


The
following Standard Terms of Delivery and Sale shall apply to all offers, commissions, orders, deliveries and services relating
to the delivery and sale of our products; as well as any other agreements, offers, commissions, orders, deliveries and services
concluded within the scope of existing business relations in the future, even if these terms have not been agreed explicitly.
Any deviations here from must be agreed in writing. Other, deviating terms (in particular other Standard Terms and Conditions)
shall not be part of the agreement, unless we have expressly and in written form consented to their applicability. This shall
apply even if we have not explicitly opposed these terms or if there is no corresponding (specific or general) provision to this
effect in our Standard Terms of Delivery and Sale. In this case, statutory law shall apply. Curetis reserves the right to change
its Standard Terms of Delivery and Sale at any time.


§2.
Offers, scope of performance, written form


		1.	We
                                         may accept an order made pursuant to § 145 German Civil Code (BGB) within two weeks
                                         by sending a written confirmation.



		2.	The
                                         scope of our services is subsequently determined by our written confirmation of order
                                         in connections with these Standard Terms of Delivery and Sale.



		3.	Supplementary
                                         agreements and/or amendments shall only come into effect once they have been confirmed
                                         by us in writing. Written form may neither be replaced by simple nor qualified electronic
                                         form.



§3.
Prices


		1.	Our
                                         prices are to be understood as EXW (Incoterms 2010) from our distribution warehouses
                                         plus packaging, loading and sales tax in the respective statutory amount. Services shall
                                         be charged in Euro according to the prices valid on the date of delivery plus the applicable
                                         statutory Value Added Tax. We will state the statutory amount of the sales tax applicable
                                         on the billing date separately in the invoice.



		2.	In
                                         the event of an increase in costs for which we are not responsible, we reserve the right
                                         to increase the prices accordingly.



§4.
Delivery period, terms of delivery


		1.	Our
                                         products and consumables will be delivered as quickly as possible after confirmation
                                         of order.



		2.	The
                                         adherence to a delivery period agreed upon in writing shall require the prior clarification
                                         of all commercial and technical issues between us and the buyer and the buyer’s
                                         fulfillment of all obligations incumbent upon him. Should this not be the case, the delivery
                                         time shall be extended by a reasonable period of time. We reserve the right to further
                                         rights and claims.


 
 



    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		3.	Part
                                         deliveries by us shall be permissible, unless this is considered to be unreasonable for
                                         the other contracting party.



		4.	In
                                         the event of delayed delivery caused by force majeure and impediments which are beyond
                                         our control and responsibility (including the fault of our suppliers, stoppages, labor
                                         disputes, etc.) the contracting party shall not be entitled to claim compensation for
                                         damages.



		5.	Goods
                                         shall always be dispatched by Curetis at the buyer’s own risk.



§5.
Payments, right to off-set


		1.	Unless
                                         stated to the contrary, all payments shall become due within 14 days of the billing date.
                                         All payments are to be made in full by wire transfer to one of our accounts without deductions.



		2.	In
                                         the event of default, we shall be entitled to charge default interest at a rate of 5
                                         percent (in the case of traders 8 percent) points above the base lending rate. Furthermore,
                                         we shall be entitled to additional compensation by law.



		3.	A
                                         contracting party may only offset (aufrechnen) counterclaims if such counterclaims are
                                         with regard to their cause and amount undisputed, accepted or have been bindingly established
                                         in court. The same shall apply in case of a right of retention (Zuruckbehaltungsrecht).



§6.
Retention of title


Delivered
goods shall remain our property until all outstanding payments from the buyer have been received. This also applies for future
and contingent claims. For open accounts the reserved goods are deemed to be security for our claims. The buyer shall not be entitled
to pledge or assign our reserved goods as security to third parties.


§7.
Inspection and objection


The
buyer agrees to duly inspect the delivered goods immediately upon delivery at his own account and to report to us without delay
any defects, wrong deliveries or short deliveries in writing. Notice of obvious
defects, wrong deliveries or short deliveries must be issued within a period of 2 weeks following delivery. Unless set
forth otherwise in this § 7, § 377 German Commercial Code (HGB) shall apply.


§8.
Warranty, statute of limitations


Any
claims for damages or reimbursement of frustrated expenses are subject to the following restrictions regardless of their legal
basis:


		1.	We
                                         shall be fully liable in the event of intentional misconduct (Vorsatz) or gross negligence
                                         (grobe Fahrlassigkeit) by Curetis AG, our legal representatives or vicarious agents (Erfüllungsgehilfen).
                                         In addition, we shall be fully liable (i) in the case of non-compliance with guarantees
                                         (Garantien), (ii) in the case of culpable injury to life, body and health caused by Curetis
                                         AG, our legal representatives or vicarious agents and (iii) in case of a statutory liability
                                         under the German Product Liability Act (Produkthaftungsgesetz).



 
 


    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		2.	In
                                         the case of a culpable violation of essential contractual obligations, meaning principal
                                         obligations enabling the proper execution of the contract and upon which the buyer therefore
                                         relies and may rely, we shall be liable on the merits. The liability shall in this case,
                                         however, be limited to the contractually typical damage that can be reasonably foreseen.



		3.	In
                                         all other cases, any claims for direct or indirect damages (on any legal basis whatsoever)
                                         including any compensation claims based on breach of any pre-contractual duty, or
                                         tortuous claims shall be excluded.



		4.	Claims
                                         for product defects shall become time-barred twenty-four (24) months after buyer
                                         received the instrument systems, and shall become time-barred, in case of properly
                                         stored consumables, within the consumables’ expiration period or within three (3)
                                         months after buyer received said consumables, whichever comes earlier. This limitation
                                         shall not apply in case of a liability of Curetis AG due to intentional misconduct (Vorsatz)
                                         or gross negligence (grobe Fahrlassigkeit) by Curetis AG, our legal representatives or
                                         vicarious agents (Erfüllungsgehilfen) and in the case of culpable injury to life,
                                         body and health by us, our legal representatives or vicarious agents.



§9.
Authorized Use


		1.	Our
                                         products are intended only for the uses stated in our respective product documentations.
                                         Any other type of consumption or application in humans or animals is not permissible.



		2.	It
                                         is understood that should you, as the purchaser of our products, decide to exceed the
                                         above mentioned limitations of our products in any way, you are completely responsible
                                         for obtaining any necessary intellectual property permission, compliance with any and
                                         all applicable regulatory requirements and conducting necessary testing.



§10.
Data protection


Prior
to publishing any data generated by us in the course of a collaboration - in the event of our company name being named -
our prior written approval shall be sought.


§11.
Cancellation, return


The
return of faultless goods shall require our prior written approval. In the event of the order being cancelled unilaterally by
the buyer, he shall bear all costs incurred as a result of the cancellation and/or return of the goods. Further rights exist pursuant
to § 649 German Civil Code (BGB) and shall not be excluded herewith.


§12.
Place of performance, choice of law, jurisdiction


		1.	The
                                         place of performance and fulfillment for obligations of the buyer shall be our principal
                                         place of business in Holzgerlingen, Germany.



		2.	This
                                         contract is governed by the law of the Federal Republic of Germany to the exclusion of
                                         all other conflicting laws and the UN convention on Contracts for the International Sale
                                         of Goods (CISG).


 



    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


		3.	For
                                         traders, corporate bodies under public law as well as separate estate under public law
                                         as well as all cases referring to transactions abroad, the following applies: All disputes
                                         arising herefrom shall be settled before a competent court of law in Stuttgart, Germany.
                                         In addition, we are entitled to bring actions to the court of the customer’s residence.



§13.
Severability


If a
provision in this Agreement should be or become invalid, this shall not affect the validity of the remaining provisions. The parties
shall replace the invalid provision by a valid provision which comes as close as possible to the sense and purpose of the invalid
provision. The above applies accordingly in case of gaps.




    	 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.

 
 


    


 


ATTACHMENT
11.1


STORAGE
CONDITIONS


	UNYVEROTM

    L4 LYSATORS	18°C
    to 35 °C
	UNYVEROTM

    C8 COCKPITS	18°C
    to 35 °C
	UNYVEROTM

    A50 ANALYZERS	18°C
    to 35 °C
	UNYVEROTM

    P55 PNEUMONIA SETS (EXCL. M1 MASTER MIX)	15
    °C to 25° C
	UNYVEROTM

    i60 ITI SETS (EXCL. M1 MASTER MIX)	15
    °C to 25° C
	UNYVEROTM
    M1 MASTER MIX	-20°C
    longterm (> 7d), up to +4°C shortterm (< 7d)


 


Or as
otherwise described in the then current version of the applicable Instructions for Use of the respective Product as provided in
writing by Curetis to Distributor. In case of ambiguity, the last version of the applicable Instructions for Use of the respective
Product provided in writing by Curetis to Distributor shall prevail.