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DISTRIBUTION AGREEMENT




Parties:




CL
Médical s.a.r.l.

28 avenue Général de Gaulle

69110 Sainte Foy Les Lyon

France




hereinafter referred to as the Supplier




and




UROPLASTY Ltd

Unit 3, Woodside Business Park

Whitley Wood Lane

Reading — Berkshire RG2 8LW

The United Kingdom




hereinafter referred to as the Distributor




CL Médical Distribution Agreement 05 May 2005





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1. Definitions





	 	A)	 	The “Product” shall mean l-Stop, tension free vaginal tape for the treatment of
female urinary incontinence.
	 
	 	B)	 	The “Territory” shall mean England, Scotland and Wales.
	 
	 	C)	 	“Confidential Material” shall mean any information which is disclosed by one party
to the other under or in connection with this agreement (whether orally or in writing and
whether or not such information is expressly stated to be confidential or marked as such)
	 
	 	D)	 	“Intellectual Property” means any patent copyright registered design, trade mark or
other such industrial or intellectual property right subsisting in the Territory in
respect of the Product and applications for any of the foregoing and whether registered
or not
	 
	 	E)	 	“Force Majeure” means in relation to either party any circumstances beyond the
reasonable control of
that party (including without limitation any strike lock-out or other form of industrial
action);





2. Appointment





	 	2.1	 	The Supplier hereby appoints the Distributor as the Exclusive Distributor of the
Product in the Territory, and the Distributor hereby accepts such appointment. The
Supplier agrees that it will not itself sell Product into the Territory during this
agreement
	 
	 	2.2	 	All inquiries, orders, communications or leads of any kind relating to the sales of
the Product within the Territory shall be referred to the Distributor. The Distributor
buys and sells in his own name and for his own account. He acts as an independent trader
as regards to both the Supplier and the Customer. The Distributor shall not act in the
name of the Supplier.





3. Distributor’s Obligations





	 	3.1	 	The Distributor agrees not to represent, sell or manufacture directly or indirectly
competitive ‘tension free vaginal tape’ products during the term of this agreement.
	 
	 	3.2	 	The Distributor shall not sell the Product to customers having their place of
business or in default of such place their place of residence outside the Territory.
	 
	 	3.3	 	The Distributor shall transmit to the Supplier all inquiries for the Product from
customers residing in the above EU member states or other countries outside the
Territory.
	 
	 	3.4	 	The Distributor shall not sell the Product in any active way in EU member states,
which do not belong to the Territory. This means, inter alia, that he shall refrain from
seeking customers, from establishing any branches or from maintaining any distribution
depot in these countries for the Product only.





CL Médical Distribution Agreement 05 May 2005




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4. The Supplier’s Obligations





	 	4.1	 	The Supplier shall, in accordance with the terms hereof, supply to the Distributor
such quantities of any of the Product, as the Distributor requires for distribution and
sale in the Territory.
	 
	 	4.2	 	Normal maximum delivery time is 2 (two) month from receipt of firm order.
	 
	 	4.3	 	The Supplier agrees to place at the Distributor’s disposal technical assistance and
training needed by the Distributor and provide the Distributor with Graphics and Media
for incorporation into the Distributors marketing documentation.





5. Prices and General Conditions





	 	5.1	 	The prices of the Product are set forth in a special price list, Attachment 1 (one)
to this Agreement, which is hereby incorporated into this agreement. The Product shall be
paid in Euros (EUR). Payment must be done net at 60 (sixty) days after invoice date. All
quoted prices are EXW (Ex Works) Sainte Foy Les Lyon.
	 
	 	5.2	 	The General Conditions may be changed by the Supplier as for future orders upon one
hundred and eighty (180) days prior written notice. The Supplier has the right to
terminate the Agreement if the Distributor cannot agree to the changes to the General
Conditions.





6. Intellectual property





	 	6.1	 	The Supplier authorises the Distributor to use its Intellectual Property in the
Territory on or in relation to the Product for the purposes only of exercising its rights
and performing its obligations under this agreement.
	 
	 	6.2	 	The Distributor shall ensure that each reference to and use of any of the
Intellectual Property by the Distributor is in a manner from time to time approved by the
Supplier.
	 
	 	6.3	 	The Distributor shall not:






	 	6.3.1	 	make any modifications to the Product or its packaging;
	 
	 	6.3.2	 	alter, remove or tamper with any trade marks, numbers, or other
means of identification used on or in relation to the Product;
	 
	 	6.3.3	 	use any of the trade marks in any way which might prejudice
their distinctiveness or validity or the goodwill of the Supplier therein;
	 
	 	6.3.4	 	use in the Territory any trade marks or trade names so
resembling any trade mark or trade names of the Supplier as to be likely to
cause confusion or deception.






	 	6.4	 	Except as provided in clause 6.1 the Distributor shall have no rights in respect of
any trade names
or trade marks used by or the Supplier in relation to the Product or of the goodwill
associated
therewith, and the Distributor hereby acknowledges that, except as expressly
provided in this
agreement, it shall not acquire any rights in respect of any trade names or trade
marks and that all such rights and goodwill are, and shall remain, vested in the Supplier.





CL Médical Distribution Agreement 05 May 2005





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	 	6.5	 	The Distributor shall promptly and fully notify the Supplier of any actual, threatened
or suspected
infringement in the Territory of any Intellectual Property of the Supplier which
comes to the Distributor’s notice, and of any claim by any third party so coming to
its notice that the importation of the Product into the Territory, or their sale in
the Territory, infringes any rights of any other person, and the Distributor shall at
the request and expense of the Supplier do all such things as may be reasonably
required to assist the Supplier in taking or resisting any proceedings in relation to
any such infringement or claim.





7. Quality Obligations





	 	7.1	 	The Supplier declares that the Products are CE-marked and agrees to maintain the CE Mark
and
any other regulatory requirements.





8. Duration and Termination





	 	8.1	 	This Agreement shall enter into force upon signature and expire automatically after
1 (one) years from this date. The agreement is automatically renewed for up to 2 (two)
years provided the Distributor fulfils the annual minimum purchase requirements. Both,
the prolongation period of the contract and the annual minimum purchase requirements as
well as the prices will be negotiated between the two parties to the contract 3 months
prior to the expiration of the contract.
	 
	 	8.2	 	This Agreement expires without notice and penalty if the Distributor does not fulfil
the Specific Marketing Obligations set forth in Attachment 1 (one) to this Agreement.





9. Miscellaneous





	 	9.1	 	Product complaints must always be reported in writing. No product complaint is
accepted if the Lot No. of the Product is not included in the complaint.
	 
	 	9.2	 	The Supplier shall have the right to cancel any Product as a product hereunder, in
the event it ceases to manufacture and market such Product. Such right shall be exercised
upon ninety (90) days prior written notice to the Distributor and upon the expiration of
such ninety days period such Product shall cease to be a Product under this Agreement
except tender orders held by the Distributor which orders shall be fulfilled and granted
by the Supplier.





10. Applicable Law and Competent Jurisdiction





	 	10.1	 	This agreement shall be governed by the laws of France
	 
	 	10.2	 	Any dispute between the parties shall be referred to the International Court of
Arbitration in Paris
and shall be determined by a sole arbitrator under the International Chambers of
Commerce
Rules then current.





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11. Force majeure





	 	11.1	 	If either party is affected by Force Majeure it shall forthwith notify the other
party of the nature and extent thereof.
	 
	 	11.2	 	Neither party shall be deemed to be in breach of this agreement or otherwise be
liable to the other by reason of any delay in performance or non-performance of any of its
obligations under this agreement to the extent that such delay or non-performance is due
to any Force Majeure of which it has notified the other party; and the time for
performance of that obligation shall be extended accordingly.





12. Compensation





	 	12.1	 	Except when the Agreement is terminated by reason of a breach by either party no
compensation shall be payable in consequence of a termination of or failure to renew this
Agreement.
	 
	 	12.2	 	This writing constitutes the entire Agreement between the Parties with respect to
the subject matter hereof, and no modifications or revisions hereof shall have any force
or effect, unless the same are in writing and executed by the Parties hereto.





	 	 	 	 	 
	Date: May 5th, 2005

	 	Date: May 13, 2005
	 	Date: 5/13/05
	For
CL Médical sarl

	 	For Uroplasty Ltd
	 	For Uroplasty, Inc.
	 
	Vincent Goria

	 	Dan Holman
	 	Sam B. Humphries
	Managing Director

	 	Director
	 	President & CEO
	 
	 	 	 	 
	/s/ Vincent Goria

	 	/s/ Dan Holman
	 	/s/ Sam B. Humphries
	 

	 	 
	 	 





CL Médical Distribution Agreement 05 May 2005




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Attachment 3




Vigilance Agreement




Between:




CL Medical

Le Pre Center II

28, Avenue General de Gaulle

F- 69110 Sainte Foy-Les-Lyon

France

(Manufacturer)




and:




Uroplasty

Unit 3, Woodside Business Park

Whitley Wood Lane

Reading, Berkshire RG2 8LW

The United Kingdom

(Distributor)



In accordance with Article 10 of the European Council Directive 93/42/EEC of 14 June 1993
concerning medical devices, otherwise known as the Medical Device Directive, MDD, the Distributor
agrees to inform the Manufacturer about any relevant complaint regarding products delivered from
the Manufacturer. Written information about the complaint must be transmitted to the Manufacturer
without delay and normally within 8 (eight) days after the complaint came to the knowledge of the
Distributor.



The Manufacturer agrees to the obligation of keeping up to date a systematic procedure to review
experience gained from their devices in the post-production phase and will apply necessary
corrective action as regulated in the conformity assessment procedures in Annexes II, IV, V, VI,
and VII of the MDD. The proper establishment of this post-marketing surveillance system by the
manufacturer is subject to inspections by their Notified Body. Thus, Manufacturer agrees to provide
post-market surveillance forms to the Distributor to record relevant post-market surveillance and
complaint information to comply with their post-marketing surveillance program.




	 	 	 	 	 
	Date: May 5th, 2005

	 	Date: May 13, 2005
	 	Date: 5/13/05
	For
CL Médical sarl

	 	For Uroplasty Ltd
	 	For Uroplasty, Inc.
	 
	Vincent Goria

	 	Dan Holman
	 	Sam B. Humphries
	Managing Director

	 	Director
	 	President & CEO
	 
	 	 	 	 
	/s/ Vincent Goria

	 	/s/ Dan Holman
	 	/s/ Sam B. Humphries
	 

	 	 
	 	 





CL Médical Distribution Agreement 05 May 2005





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Attachment 4




Distribution Agreement Extension/Modification




Between:




CL Medical

Le Pre Center II

28, Avenue General de Gaulle

F-69110 Sainte Foy-Les-Lyon

France

(Manufacturer)




And:




Uroplasty LTD.

5420 Feltl Road

Minnetonka, Minnesota 55343

USA

(Distributor)



The purpose of this attachment is to extend the current Distribution Agreement expiration to 31
December 2010, with renewal options for successive five year terms upon written notice from
Uroplasty LYD to CL Medical given not later than six months prior to the end of this term.



Products covered by this Attachment shall be all CL Medical products available to be marketed with
proper regulatory clearance in the defined Territory.



The Territory shall be England, Scotland and Wales.



Other terms and conditions are per the current Distribution Agreement.



These purchases would be for all CL Medical approved products to be sold into the Territory.
Uroplasty LTD will provide CL Medical a forecast for each quarter 30 days prior to the start of the
quarter.



This is the entire Attachment.




	 	 	 
	Date:
November 28th, 2006

For CL Medical sarl

Vincent Goria

Managing Director

	 	By:

For Uroplasty LTD and Uroplasty Inc.

David B. Kaysen

President and CEO






          





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