**Exhibit 10.1****Portions of this agreement have been omitted and separately filed with the SEC with a requestfor confidential treatment. The location of those omissions have been noted by [**].**FORM OF HENRY SCHEIN, INC. DISTRIBUTION AGREEMENT          This Distribution Agreement (“Agreement”) is made and entered into as of July 29, 2005(“Effective Date”) by and between Henry Schein, Inc. (“HSI”), on behalf of itself and itswholly-owned U.S. subsidiaries (“Subsidiaries”) to participate under this Agreement (HSI and theSubsidiaries, individually and collectively referred to herein as “Buyer”), having its principalplace of business at 135 Duryea Road, Melville, New York 11747, and Laserscope (“Seller”), havingits principal place of business at 3070 Orchard Drive, San Jose, California 95134.          In consideration of the mutual covenants contained in this Agreement, and for other good andvaluable consideration, the sufficiency of which is acknowledged by both parties, the parties aboveagree as follows:1.    Appointment. Subject to the terms and conditions set forth herein, Seller appoints Buyer as itsnonexclusive national distributor for the resale of all products of Seller listed on ExhibitA (the “Products”) to physicians and physician practices within the United States of Americaincluding the District of Columbia, all 50 states, and all its territories and possessions (the“Territory”), and Buyer accepts such appointment. Subject to the terms and conditions set forthherein, such appointment shall be in effect for a period of three (3) years following the EffectiveDate and shall continue automatically in effect for successive terms of three (3) years each untilterminated as described in Section 12 below. Buyer’s rights hereunder are non-assignable(except in accordance with Section 14(d) below), non-licensable and non-sublicensable.2.    Price. Seller shall sell the Products to Buyer in such quantities as Buyer may order and at the**[**]**delivered to Buyer’s principal place of business. **[**]**.3.    Representations and Warranties.          3.1    Seller hereby represents and warrants to Buyer that:          (a)    All corporate actions on the part of Buyer, its respective officers, directors andshareholders necessary for the authorization, execution and delivery of this Agreement and theperformance of all obligations of it hereunder have been taken or will be taken prior to theexecution hereof, and the Agreement, when executed and delivered by the parties, shall constitutevalid and legally binding obligations of the parties, enforceable against the respective parties inaccordance with its terms;          (b)    Seller will convey to Buyer good title to the Products, free and clear of all securityinterests, liens or other encumbrances of any kind or character;          (c)    Seller has manufactured, packaged and is selling the Products to Buyer in compliance withall applicable federal, state, and local laws, rules and regulations (including, withoutlimitation, applicable laws regarding labeling, environmental protection, shipping, labor, customsregulations, country of origin requirements and the Foreign Corrupt Practices Act, and anyapplicable ISO standards) and shall not violate any trademark, trade dress, trade name, tradesecret, patent, or copyright. None of the Products when disposed of will constitute “hazardouswaste” under regulations (the “Regulations”) promulgated by the Environmental Protection Agencyunder Subpart C of the Solid Waste Disposal Act, as amended by the Resource Conservation andRecovery Act of 1976, as amended, or if any of the Products when disposed of will constitute“hazardous waste” under the Regulations, Seller has notified Buyer as to the identity of suchProducts; (d) **[**]**; (e) **[**]**; (f) **[**]**; and (g) **[**]**. 3.2 Buyer represents and warrants to Seller that:**[**]Confidential or proprietary information redacted.
1

 
          (a)    All corporate actions on the part of Seller, its respective officers, directors andshareholders necessary for the authorization, execution and delivery of this Agreement and theperformance of all obligations of it hereunder have been taken or will be taken prior to theexecution hereof, and the Agreement, when executed and delivered by the parties, shall constitutevalid and legally binding obligations of the parties, enforceable against the respective parties inaccordance with its terms.          (b)    Buyer has been duly registered and organized in accordance with any and all applicablelaws, has received any and all necessary governmental authorizations to enter into and perform itsobligations under this Agreement, and that its entry into and performance under this Agreement willnot violate applicable laws.          (c)    Buyer is duly registered with all necessary tax authorities and is in compliance with allpayment obligations, including tax obligations, in accordance with applicable laws.          (d)    Buyer’s bank accounts have been established and operated in accordance with applicablelaws. All transactions of Buyer required to be carried out through authorized banks have been socarried out. Buyer has not and will not breach any currency regulation or currency controllegislation, or any bank secrecy act, rules or regulations.4.   Duties of the Parties          4.1.   Seller’s Duties. Seller hereby agrees, as long as this Agreement is in effect, asfollows:          (a)    **[**];          (b)    During the term of this Agreement, Seller shall maintain commercial general liabilityinsurance with minimum limits of coverage of **[**]**. The policy shall be an occurrence-based and notclaims-made policy, except that Seller may provide a claims-made policy based upon Seller’srepresentation and warranty as follows: Seller hereby represents and warrants that **[**]**it shallcontinue to renew its product liability coverage for the term of this Agreement **[**]**. In the eventthat Buyer determines that Seller is not complying with its insurance obligations hereunder, Buyermay purchase and/or renew such insurance coverage necessary for Seller to comply with Seller’sinsurance obligations hereunder. Seller shall reimburse Buyer for such costs incurred, and Buyermay offset the cost of such insurance against any amounts it owes Seller. This occurrence-based orclaims-made coverage shall insure against **[**]**. Upon execution of this Agreement, Seller shallprovide Buyer with a certificate of insurance **[**]**with respect to all forms of coverage availableto Seller pursuant to its policy or policies of general liability insurance, including but notlimited to the forms of coverage identified above, and with the limits of liability specifiedabove. Seller shall furnish to Buyer a certificate of insurance evidencing such coverage,certifying that the policy or policies of insurance described therein will not be altered, modifiedor canceled in any way that adversely affects Buyer’s interest hereunder without giving Buyer **[**]**written notice;          (c)    Subject to Section 8 hereof, Seller shall promptly satisfy Buyer’s orders for theProducts, to enable Buyer to maintain a supply of the Products sufficient to provide adequate andtimely service to Buyer’s customers; and          (d)    Seller will provide notice to Buyer of any regulatory action related to its operationsthat is likely to have a material adverse effect on Seller’s ability to comply or perform underthis Agreement and Seller shall be responsible, if required by applicable Legal Requirements, fornotifying the appropriate federal, state and local authorities of any customer complaints or otheroccurrences regarding the Products, evaluating all complaints and responding to Buyer in writing onthe resolution of any complaints from Buyer for its customers.          4.2    Buyer’s Duties. Buyer hereby agrees, as long as this Agreement is in effect, as follows:          (a)    Buyer shall **[**]**promote the products and to satisfy customer demand for the Products;          (b)    Buyer, at least **[**]**each year, shall provide reasonable time for certain of its salespersonnel to meet with a sales representative of Seller;          (c)    Buyer shall actively promote, distribute and sell Products only within the Territory, andneither Buyer nor its Subsidiaries shall promote or solicit orders for Product or sell, offer tosell or otherwise distribute Product outside the Territory, or where they ought reasonably to beaware that the ultimate destination for Product is outside the Territory. Buyer and itsSubsidiaries and their respective employees and agents shall not promote Product for anyindications not approved for such Product by the United**[**]Confidential or proprietary information redacted.
2

 
States Food and Drug Administration. Buyer shall forward to Seller all inquiries relating toProducts from customers or potential customers outside the Territory;          (d)    Buyer shall not make any alterations or knowingly permit any alterations to be made toProduct (including without limitation labeling, instructions or equipment) without Seller’s expresswritten consent, which consent may be withheld in Seller’s sole discretion;          (e)    Buyer shall, and shall require its Subsidiaries to, conduct all promotion, marketing,distribution and sale of Products, including, without limitation, handling, inventory and storageof Product, in compliance with all applicable laws and regulations and all applicable rules andrequirements of Seller;          (f)    Buyer shall, at its expense, obtain and maintain in full force and effect throughout theterm of this Agreement any and all licenses and approvals necessary for its distribution and saleof Product in the Territory, in full compliance with all applicable laws and regulations. Buyershall not use any advertisement or marketing material on, with respect to or relating to anyProduct unless such advertisement or marketing material has been provided by Seller or has firstbeen submitted to and approved by Seller in advance in writing;          (g)    Buyer shall provide notice to Seller of any regulatory action related to its operationsthat is likely to have a material adverse effect on Buyer’s ability to comply or perform under thisAgreement;          (h)    Buyer shall not, without Seller’s prior written consent, appoint any subdistributors oragents to promote and/or distribute Products. Further, notwithstanding any such appointment, orSeller’s approval thereof, Buyer shall at all times remain fully liable for performance of itssubdistributors and/or agents and Buyer hereby agrees to indemnify and hold harmless Seller fromall damages, losses, costs or expenses arising in any manner from any act or omission on the partof its subdistributors or agents;          (i)    Buyer shall promptly furnish Seller with copies of any correspondence or othercommunications from its customers with respect to the use of the Products, Product applications,suggestions for modification of or improvement to the Products, and other pertinent information;and          (j)    The Products are offered for sale and manufactured by Seller. Such sale does not conveyor license to Buyer the right to, and Buyer shall not, directly or indirectly, manufacture,duplicate or otherwise copy or reproduce any of the Products or any portion thereof. In addition,Buyer shall not, directly or indirectly, reverse engineer any of the Products or any portionthereof, including without limitation, any designs, assemblies, lasers, fiber optics, circuits,firmware or software contained therein. Buyer will take appropriate steps to inform its customersof and assure compliance with these restrictions.          (k)    As a condition to amendment of the definition of “Products” pursuant hereto, Buyer shalltake such actions as Seller may deem necessary or appropriate to ensure end user compliance withthe Seller’s policies, procedures and restrictions of use of such new Products.4.3 **[**]**.4.4 **[**]**.5.         Shipment, Risk of Loss and Title. All shipments of Products (other than drop shipments directlyfrom Seller to Buyer’s customers) shall be shipped by Seller **[**]**, with risk of loss and title toProducts to pass to Buyer upon **[**]**, unless otherwise specified in an agreement signed by theparties hereto. Drop shipments of Products directly from Seller to Buyer’s customers shall beshipped by Seller **[**]**, with risk of loss and title to Products to pass to Buyer **[**]**. **[**]**.6.         Defective Products. In the event that any of the Products when delivered to recipient do notconform to Seller’s warranty or are otherwise defective or damaged as delivered to the recipient,recipient shall notify Seller as to such condition promptly upon recipient’s discovery of same, andshall provide Seller with a reasonable opportunity to inspect such Products. Seller shall, in itssole discretion, either repair or replace or shall refund the invoice price associated with, anyProducts which do not conform to Seller’s warranty or are otherwise defective or damaged asdelivered to the recipient, upon the return of such Products to Seller. All transportation chargesfor the return of such Products shall be paid by **[**]**.7.         Returned Products**[**] Confidential or proprietary information redacted.**
3

 
          7.1         Pre-authorized Returns. In the event that (i) Seller fails to correctly fill any ofBuyer’s orders for Products, or (ii) Products are discontinued and unsalable, or (iii) the Productsare subject to an injunction or governmental order or regulation which suspends the marketabilityof the Products, or (iv) the Products are subject to expiration dating and have a remaining “shelflife” of less than **[**]**(unless otherwise agreed to by the parties and attached as an Exhibithereto) of their total “shelf life,” or (v) Products are returnable without authorization pursuantto any written agreement between Buyer and Seller, then Buyer shall have the right to return theaffected Products to Seller and to receive a refund of the invoice price for such Products. Unlessotherwise agreed, Buyer shall return all Products to Seller by Seller’s catalog and/or lot numbers.All transportation charges resulting from the return of Products pursuant to this Subsection7.1 shall be paid **[**]**.          7.2         Other Returns. For specific Products purchased by and shipped directly to Buyer pursuantto a purchase order indicating that such Products are not being purchased for resale to a specifiedthird party (i.e. such Products are being purchased for Buyer’s inventory), Buyer shall have theright to return for its convenience any such specific Product to Seller within **[**]**of its deliveryto Buyer, provided such Product is identified by applicable serial number and is in new andunopened condition (with sufficient expiration dating, if applicable). For any Products shippeddirectly to Buyer for consignment, Buyer shall have the right to return a number of Products agreedin writing in advance by Seller and Buyer that are in new and unopened condition (with sufficientexpiration dating, if applicable) to Seller **[**]**. Seller shall provide a return authorization toBuyer for such returns pursuant to this Subsection 7.2 within **[**]**of a request for returnauthorization. Seller shall credit Buyer, within **[**]**from the date of the return, the amount ofthe invoice price associated with all Products returned pursuant to this Subsection 7.2. **[**]**shall pay all transportation charges associated with the return of such Products to Seller pursuantto Subsection 7.2. **[**]**.8.         Excusable Delays. Seller shall not be charged with any liability for delay or non-delivery ofthe Products when due to delays of suppliers, acts of God or the public enemy, compliance in goodfaith with any applicable foreign or domestic governmental regulation or order whether or notproven to be valid, riots, labor disputes, unusually severe weather or any other cause beyond thereasonable control of Seller. Seller shall give Buyer written notification of any material orindefinite delay due to such causes. Within **[**]**after receipt of any such notification fromSeller, Buyer shall instruct Seller in writing that the portion of Buyer’s order affected by suchdelay is either (i) affirmed, and the time for performance extended for as many days as such causesactually retard deliveries; or (ii) terminated.9.         Taxes. Buyer is responsible for all taxes (excluding Seller’s income taxes) arising fromSeller’s sale of the Products to Buyer. If Buyer claims exemption from any taxes related to suchsales, Buyer shall supply such documentation as Seller is required to collect to support suchexemption. Seller shall include amounts on its invoices for any taxes related to such sales thatit is required to collect under applicable laws and will remit them to the appropriate governmentalagencies. Buyer agrees to pay for any taxes related to such sales that are billed on Seller’sinvoices. Buyer is solely responsible for the payment of any other taxes arising from its purchaseof the Products. Buyer agrees to pay Seller for any additional taxes related to such sales(excluding Seller’s income taxes) that are assessed by governmental agencies.10.         Trademarks and Other Intellectual Property: Use of Buyer’s Name.          10.1         All Seller trademarks (the “Trademarks”) and derivatives thereof relating to Products,and all technology and other Intellectual Property (as defined below), are the sole and exclusiveproperty of Seller. Seller hereby grants Buyer permission to use the Trademarks in the Territoryfor the limited purpose of Buyer performing its rights and obligations under this Agreement duringthe Term. Products shall be promoted, sold and distributed only under the Trademarks. Buyer shallensure that each use of and reference to any of the Trademarks (by Buyer or its Subsidiaries) isaccompanied by a statement that it is a registered trademark of Seller. Seller may, in its solediscretion, modify or discontinue the use of any trademark and/or use one or more additional orsubstitute marks or names, and Buyer and its Subsidiaries shall be obligated to do the same inconnection with marketing and selling Products.          For purposes of this Agreement, “Intellectual Property” means all of Seller’s worldwidepatents, software, Trademarks, trade names, inventions, copyrights, regulatory approvals, know-how,Trade Secrets, and all the goodwill associated therewith, and all other intellectual propertyrights, in existence as of the effective date of this Agreement or hereafter developed or acquiredby Seller, relating to the design, manufacture, operation or maintenance of the Products.          For purposes of this Agreement, “Trade Secrets” means any formula, pattern, device, orcompilation of information which is used in Seller’s business and which provides competitiveadvantage to Seller and which is not known or used by Seller’s competitors or the public. Thisterm includes, but is not limited to, formulas, compounds, manufacturing or servicing processes,methods for treating or preserving materials, patterns for the design or operation of machines anddevices, materials filed with governmental agencies, regulatory submission with governmentagencies, customer lists, and information relating to the marketing of Seller’s products andservices.**[**] Confidential or proprietary information redacted.**
4

 
          10.2         Neither Buyer nor its Subsidiaries shall: (i) use the Trademarks in any way that mightprejudice their distinctiveness or validity or the goodwill of Seller therein; (ii) use anyTrademark in connection with the sale of any other product, or use any other trademark other thanthe Trademarks, in connection with Products; (iii) modify Products or its labeling or packaging oralter, obscure, or remove the Trademarks, indication of the source of origin, other means ofidentification or other markings used on or in relation to Product; or (iv) at any time during orafter the term of this Agreement challenge or assist others to challenge the Trademarks or theregistration thereof, or use or make any application for registration in the Territory of anytrademarks or tradenames so resembling any trademark or tradename of Seller (including, withoutlimitation, any Trademark) as to be likely to cause confusion or deception. **[**]**.          10.3         The Product(s) may contain software which is proprietary to Seller. Seller at all timesretains ownership of and title to the software supplied with a Product, and to the Trade Secrets(as defined herein) embodied in such software. Subject to the terms of this Agreement, Sellergrants Buyer a non-exclusive license to use such software in the form(s) and on the medium(s) whichis/are delivered. The use of these programs are for the purpose of operating the Product(s) inaccordance with the instructions in the Operator’s Manual(s) and for no other purposes. Buyer maynot reverse assemble or reverse compile such software, nor make any copy of such software or applyany techniques to derive the Trade Secrets embodied therein. No licenses are granted by Seller toBuyer under this Agreement, whether by implication, estoppel or otherwise, except as expressly setforth herein.          104         In the event Buyer becomes aware of any infringement of, or threatened or suspectedinfringement of, or challenge to any Trademark or other Intellectual Property of Seller, Buyershall notify Seller immediately. Seller shall investigate any alleged violation and may take legalaction as it deems appropriate to resolve the issue and to prevent others from infringing on itsIntellectual Property rights within the Territory. At Seller’s reasonable request, and at Seller’sexpense, Buyer shall cooperate with and assist Seller in connection with any such infringement.          10.5         Except only for the limited rights as expressly permitted hereunder, and then only asnecessary for the proper performance of Buyer’s obligations hereunder, Buyer hereby acknowledgesthat it shall acquire no rights, express or implied, in respect of any of Seller’s IntellectualProperty, including the tradenames or trademarks of Seller (including but not limited to theTrademarks) or of the goodwill associated therewith and that all such rights and goodwill are, andshall remain, vested in Seller.          10.6         Buyer will not do, nor will Buyer allow or authorize its Subsidiaries or anyone else todo, any act which would or might invalidate or be inconsistent with the Intellectual Property ofSeller (including the Trademarks), and Buyer shall not omit or allow or authorize anyone to omit todo any act which, by its omission, would have that effect.11.         **[**]**.12.         Termination.          12.1 Either party hereto may terminate this Agreement, as follows: (1) for cause, upon **[**]**written notice to the other party, in the event that the other party: (i) shall fail to performany of the obligations in this Agreement (unless such failure is caused by a material act oromission by the other party) and such failure shall continue for a period of **[**]**after writtennotice thereof; or (ii) shall become insolvent, file a voluntary petition under any law relating tobankruptcy or insolvency, or shall become unable to pay its debt when due; or (2) without cause, bygiving the other party **[**]**advance written notice thereof.          12.2         Upon expiration or termination of this Agreement, Buyer will return to Seller, at **[**]**expense (1) all sales promotion materials and aids provided hereunder and (2) any tools orequipment loaned or furnished to Buyer pursuant to this Agreement. Buyer also shall furnish Sellerwith the names and addresses of (1) customers that have purchased or otherwise acquired Productsfrom Buyer, and (2) any persons or entities that have assisted in the sale or distribution of theProducts.          12.3         The provisions of this Agreement expressly concerning obligations of records and payment,confidentiality and non-disclosure, indemnification, termination, and provisions concerning Productwarranties, no right to manufacture or copy, no reverse engineering, intellectual property rights,and limitations of liability, shall survive any expiration or termination of this Agreement for anyreason.          12.4         IN THE EVENT OF TERMINATION BY EITHER PARTY IN ACCORDANCE WITH ANY OF THE PROVISIONS OFTHIS AGREEMENT AND SUBJECT TO SECTION 13.4, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, AND EACHPARTY HEREBY EXPRESSLY WAIVES ALL RIGHTS, BECAUSE OF SUCH TERMINATION, FOR COMPENSATION,REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR ONACCOUNT OF EXPENDITURES, INVENTORY, INVESTMENTS, LEASES OR**[**] Confidential or proprietary information redacted.**
5

 
COMMITMENTS IN CONNECTION WITH THE BUSINESS OR GOODWILL OF SELLER OR BUYER. TERMINATION SHALLNOT, HOWEVER, RELIEVE EITHER PARTY OF OBLIGATIONS INCURRED PRIOR TO THE TERMINATION.13. Confidentiality and Non-Disclosure.          13.1         As used herein, “Confidential Information” shall mean any information relating to thebusiness of the disclosing party which the disclosing party has marked as “confidential,”designated as confidential in this Agreement or, in the case of oral information, has identified asconfidential in writing to the receiving party within thirty (30) days of disclosure.Notwithstanding the foregoing, information which is orally or visually disclosed to the receivingparty by the disclosing party, or is disclosed in writing without an appropriate letter,proprietary stamp or legend, shall constitute Confidential Information if it would be apparent to areasonable person, familiar with the disclosing party’s business and the industry in which itoperates, that such information is of a confidential or proprietary nature. The pricing andpricing terms in this Agreement and any other agreement between Seller and Buyer shall be deemed“Confidential Information.” Notwithstanding anything to the contrary in this Section 13,Confidential Information shall not include: information that is approved for public release by thewritten authorization of the disclosing party; information that was disclosed to the receivingparty by a third party having the legal right to make such disclosure, or which the receiving partycan establish was in its lawful possession prior to its receipt thereof from the disclosing party;information that is in the public domain prior to the receiving party’s receipt thereof from thedisclosing party, or which subsequently becomes a part of the public domain other than by thereceiving party’s negligence or wrongful act; such information required to be disclosed by law,governmental or regulatory request or legal process; or information that the receiving party canestablish was independently developed without breach of this Agreement or use of ConfidentialInformation.          13.2         Non-disclosure. Except to the extent permitted under this Section 13, eachparty: (i) shall not disclose Confidential Information of the other party to any third partywithout first obtaining the express written permission of the disclosing party; (ii) shall useConfidential Information of the other party only as is necessary to fulfill its obligationspursuant to this Agreement; (iii) shall limit such disclosure to any of its officers, employees oragents on a need-to-know basis for purposes of fulfilling its obligations under this Agreement,provided that any such non-employees of recipient are bound by this Agreement or confidentialityobligations substantially similar to those set forth in this Agreement; and (iv) may disclose thisagreement, any amendments, and such Confidential Information to its outside attorneys andindependent accountants, on a need to know basis. Notwithstanding the foregoing, ConfidentialInformation of the other party may be disclosed pursuant to a subpoena or court order, providedthat the receiving party gives prompt notice to the disclosing party that it intends to make suchdisclosure so that the other party can take any appropriate steps it deems necessary to limit theextent of such disclosure or to seek protection of such disclosure.          13.3         Nothing in this Section shall impair either party’s compliance with any requirements ofthe Securities and Exchange Commission or the national securities exchange or other stock market onwhich such Party’s securities are traded. In connection with any filing by either Party of a copyof this Agreement with the Securities and Exchange Commission (or the national securities exchangeor other stock market on which such Party’s securities are traded), the filing party shall endeavorto obtain confidential treatment of economic and trade secret information.          13.4         Effect of Termination or Expiration. Upon termination or expiration of this Agreement,each party shall return to the other party or destroy any Confidential Information of the otherparty and provide a written verification of such return or destruction. Each party’s obligation tomaintain the confidentiality of Confidential Information shall survive **[**]**following terminationor expiration of this Agreement.14.      Miscellaneous.          (a)         The relationship between the parties hereto shall be that of independent contractingparties. Under no circumstances will either party hereto act or attempt to act, or representitself, directly or indirectly, as an agent of the other party hereto except as expressly permittedherein. All sales and other agreements between Buyer and its customers are Buyer’s exclusiveresponsibility and do not affect Buyer’s obligations under this Agreement. Buyer shall assume soleresponsibility for all claims, damages, obligations, injuries and liabilities, includingnon-compliance with local regulatory requirements, arising from its acts or omissions or the actsor omissions of its employees, servants, agents clients, or representatives.          (b)         This Agreement and the transactions provided for herein are to be governed by andconstrued in accordance with the laws of the State of California without regard to laws dictatingchoice of law or resolving conflicts of laws. The parties hereby agree that any action that arisesfrom this agreement shall be subject to the exclusive jurisdiction of the courts within Santa ClaraCounty in the State of California.**[**] Confidential or proprietary information redacted.**
6

 
          (c)         This Agreement embodies the entire agreement and understanding between the parties heretoand supersedes all prior agreements and understandings relating to the subject matter hereof. Nosubsequently delivered invoice, purchase order, acknowledgment, confirmation, standard terms andconditions or similar document, whether submitted in writing, electronically, or via fax,containing terms inconsistent herewith shall be effective to amend or modify this Agreement unlesssuch document expressly states the intention to do so and is signed by both parties hereto. Thefailure on the part of either party to exercise or enforce any right under this Agreement shall notbe deemed to be a waiver of any such right or similar subsequent rights or operate to bar theexercise of enforcement thereof at anytime or times thereafter.          (d)         Neither party may assign this Agreement or any of its rights, duties or obligationshereunder without the prior written consent of the other party, which consent shall not beunreasonably withheld or delayed; provided that either party may assign this Agreement and itsrights, duties and obligations hereunder to a successor entity in connection with the sale of allor substantially all of its assets or the merger, acquisition or other consolidation of such partywith or into another party, and the other party’s consent shall not be required hereunder inconnection therewith. This Agreement shall be binding upon and inure to the benefit of thepermitted assigns and successors in interest of the respective parties.          (e)         All notices, requests, demands and other communications called for or contemplated hereinshall be in writing and sent by commercial courier or commercial overnight delivery service (e.g.,FedEx, DHL) , to the address shown on the first page of this Agreement, or at such other address,as either party may designate in writing. A notice shall be deemed delivered upon the date of itsactual receipt.          (f)         All sales by Buyer shall be exclusive of Seller’s service contract revenue. All servicecontract revenues shall be handled directly through the Seller’s organization.          (g)         Neither party shall provide any compensation or other benefit to the other party’semployees without the prior written consent of such other party and each party hereto agrees topromptly disclose any financial relationships between it and any of the other party’s employeeswhich may give rise to a conflict of interest between such employee and his employer.          (h)         No right, express or implied, is granted to Seller hereunder to use in any manner anyname, trade name, trademark or service mark of Buyer, and no right, express or implied, is grantedto Buyer hereunder to use in any manner any name, trade name, trademark or service mark of Seller.          (i)         If any court or other competent authority holds any provision of this Agreement to be voidor unenforceable in whole or part, this Agreement shall continue to be valid as to the otherprovisions and the remainder of the affected provision.          (j)         This Agreement may be executed in two or more counterparts, each of which shall be deemedan original and all of which together shall constitute one and the same instrument.          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day andyear first above written.   (“Buyer”) (“Seller”)HENRY SCHEIN, INC LASERSCOPE By:******