Exhibit 10.1


 


PORTIONS HEREIN IDENTIFIED BY [*****]
HAVE BEEN EXCLUDED  FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED.


 


Confidential and Proprietary


 


Distributorship
Agreement


 


This Distributorship
Agreement (“Agreement”) is made and entered into, effective as of April 28, 2020 (“Effective Date”), by and between OSANG Healthcare Co., Ltd. with its principal place of business
at 132, Anyangcheondong-ro, Dongan-gu, Anyang-si, Gyeonggi-do, Republic of Korea (“Manufacturer”) and SG Blocks,
Inc. with its principal place of business at 195 Montague St., Brooklyn, NY 11201, United States of America (“Distributor”).
Manufacturer and Distributor are sometimes referred to individually as a “Party” and collectively as the “Parties”.


 


WHEREAS, Manufacturer
and Distributor have discussed the terms and conditions of transactions regarding certain products hereunder.


 


NOW, THEREFORE,
in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:


 


Article 1. Manufacturer
agrees to sell and deliver to Distributor and Distributor agrees to purchase and distribute the following products (“Product”)
from Manufacturer under this Agreement during the Term (as defined in Article 3). For any Manufacturer’s products (in-vitro
glucose, HbA1c, cholesterol, immunoassay and/or molecular diagnostic tests, instruments, accessories, etc.) other than the Product,
Manufacturer and Distributor may discuss and negotiate the terms and conditions therefor as separate agreements. The unit price
of the Product below may be changed upon Manufacturer’s written notice to Distributor in accordance with any price changes
on raw materials required for manufacture of the Product.


 


	Product (Ref. No. IMFR-45)	Price Per Test (1Kit = 100 Test)
	GeneFinder COVID-19 Plus RealAmp Kit	
        USD $[*****]/Test

        Plus any applicable freight charges



 


Article 2. Manufacturer
grants to Distributor the non-exclusive rights to purchase, import, promote, market, sell, distribute and perform after-sales services
for the Products within the geographic area of the United States of America (“Territory”). In connection with
the foregoing rights granted to Distributor, Distributor agrees and acknowledges that the Product shall be used only with Applied
Biosystem 7500/7500 Fast Real-time PCR System and Bio-Rad CFX96 Real-time PCR Detection System.


 


Article 3. This
Agreement shall take effect on the Effective Date and end on April 28, 2021 (“Term”) unless earlier terminated
at any time by either Party giving the other at least thirty (30) days prior written notice. The Term may be extended by a written
instrument executed by duly authorized representatives if the Parties.


 


Article 4. Distributor
shall place a purchase order for the Products to manufacturer in writing and Manufacturer will use commercially reasonable efforts
to deliver Products within two (2) weeks from the date Manufacturer received and accepted the purchase order from Distributor.
For each purchase order over 5,000 Kits, however, Manufacturer will deliver the Product after it discusses any possible delivery
date with Distributor. The Products will be packed in a special dry-iced package. The delivery of Product shall be made according
to EXW Manufacturer’s facility (EX Works Incoterms 2010). Distributor shall pay 100% of purchase order amount subsequent
to receipt of an invoice for each respective order and before shipment of the Products by means of telegraphic transfer (T/T).
All payments shall be made in USD (United States Dollar).


 






     


     


    

 


Confidential and Proprietary


 


Article 5. Manufacturer
warrants and covenants that all of the Products shall be free from defects in materials and workmanship. The warranty for the Products
shall be effective during each shelf life of the Products. Notwithstanding the foregoing, Manufacturer’s warranty shall not
extend to any of the Products which have been (i) misused or abused, (ii) improperly repaired, altered or modified, (iii) used
in violation of Manufacturer’s instruction, or (iv) damaged during transportation or demonstration unless otherwise specified
in any relevant warranty conditions.


 


Article 6. Distributor
agrees that Manufacturer is the exclusive owner of all confidential information provided by Manufacturer. Distributor shall not
directly or indirectly disclose the confidential information to any person or entity and will take necessary precautions to prevent
any such disclosure by any of its employees or agents. The confidentiality obligations of this Agreement will survive the termination
of expiration of this Agreement.


 


Article 7. Distributor
shall indemnify and hold harmless Manufacturer and its respective directors, officers, agents and employees from and against any
and all liabilities, claims, suits, losses, damages or causes of actions including costs, attorney fees and expenses which may
be suffered by any loss, damage, death or bodily injury arising out of (i) Distributor’s negligent acts in connection with
the use, sales or after-sale service of the Products, or (ii) Distributor’s breach of obligations under this Agreement.


 


Article 8. This
Agreement constitutes the entire agreement of the Parties on the subject matter hereof and supersedes all prior understandings
and instruments on such subject matter. This Agreement may not be modified other than by a written instrument executed by duly
authorized representatives of the Parties. For purposes of this Agreement, signatures transmitted in a facsimile machine or in
a document attached to an email shall be deemed to be original signatures. In addition, if any of the Parties sign facsimile or
emailed copies of this Agreement, such copies shall be deemed originals. This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart.


 


Article 9. This
Agreement shall be construed and enforced according to the laws of Republic of Korea without application of its conflicts of laws
principals. All disputes arising out of this Agreement shall be finally settled by arbitration in Singapore with the English language
under the Arbitration Rules of Singapore International Arbitration Centre.


 


 


[The Signature Page Follows on the Next
Page]


 






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Confidential and Proprietary


 


IN WITNESS WHEREOF, the Parties have
executed this Agreement as of the Effective Date.


 


	For and on behalf of Manufacturer:	 	For and on behalf of Distributor:
	 	 	 
	OSANG Healthcare Co., Ltd.	 	SG Blocks, Inc.
	 	 	 
	s/ Dong-Hyun Lee	 	s/ Paul M. Galvin
	Print Name: 	Dong-Hyun Lee	 	Print Name: 	Paul M. Galvin
	Title:	Chief Executive Officer	 	Title:	Chief Executive Officer


 


 




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