Exhibit
      10.1

    


    SUPPLY
      AND DISTRIBUTION AGREEMENT

    


    THIS
      SUPPLY AND DISTRIBUTION AGREEMENT (the “Agreement”)
      dated
      as of November 13, 2007 (the “Effective
      Date”),
      by
      and between B.
      BRAUN MEDICAL S.A.S,
      a
      French corporation having an address at BP 331, 204 Avenue du Maréchal Juin, F
      92107 Boulogne cedex (“B.Braun”)
      and
      (i) Specialized Health Products International, Inc., a Delaware corporation
      having an address at 585 West 500 South, Bountiful, Utah 84010 and (ii)
      Med-Design Corporation, a Delaware corporation having an address at 585 West
      500
      South, Bountiful, Utah 84010, a fully and wholly-owned subsidiary of Specialized
      Health Products International, Inc. (together the “Supplier”).

    


    WHEREAS,
      the parties hereto are entering into this Agreement, including the Appendices
      attached hereto and made a part hereof, to set forth the terms and conditions
      on
      which B.Braun will purchase, and Supplier will supply, the needle and related
      products referenced herein.

    


    NOW,
      THEREFORE, in consideration of the mutual promises contained herein and
      intending to be legally bound hereby, the parties hereto covenant and agree
      as
      set forth below. 

    


    
      	 	
              1.

            	
              Products:
                The
                products described in Appendix
                B
                attached hereto and made a part hereof are each individually referred
                to
                herein as a “Product”
                and collectively referred to herein as the “Products”
                and are subject to the terms and conditions of this Agreement.
                 

            


    

    


    
      	 	
              2.

            	
              Supply
                and Distribution: 

            


    

    


    2.1 During
      the term of this Agreement and any extension or renewal thereof pursuant hereto,
      and subject to the terms and conditions of this Agreement, Supplier hereby
      grants to B.Braun the sole and exclusive right to, directly and indirectly,
      market,
      sell and distribute the Products in each and every country throughout the entire
      world, except for the United States of America and Canada (collectively, the
      “Territory”);
      provided,
      however,
      if
      B.Braun
      has not launched a marketing campaign, sold any Products or initiated the
      regulatory registration approval process in any particular country within the
      Territory by January 1, 2009, then such country shall, at the election of
      Supplier, be removed from the Territory effective upon written notification
      from
      Supplier to B. Braun that is received by B.Braun not later than March 31,
      2009.

    


    2.2 Supplier
      shall manufacture and supply to B.Braun, and B.Braun shall purchase from
      Supplier, the Products that B.Braun may order pursuant to the terms of this
      Agreement. Unless otherwise specified in an Appendix hereto, all raw materials,
      tooling and packaging components necessary to manufacture the Products will
      be
      supplied by Supplier, and shall conform to the requirements of this Agreement
      and to the specifications attached as Appendix
      C
      attached
      hereto and made a part hereof (collectively, the “Specifications”).
      

    


    2.3 During
      the term of this Agreement and any extension or renewal thereof pursuant hereto,
      and subject to the terms and conditions of this Agreement,
      Supplier shall not directly or indirectly grant to any other person a right
      to
      make, have made, market, sell, distribute or use the Products in the Territory.
      Further, Supplier shall not market, sell or distribute the Products in the
      Territory on its own behalf. Supplier shall advise B.Braun of all customers
      in
      the Territory to which Supplier and its affiliates have directly sold the
      Products up to the Effective Date and, after the Effective Date, B.Braun shall
      have the sole and exclusive right to market and sell the Products to those
      customers located in the Territory.  

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    2.4 If
      during
      any Contract Year (as hereinafter defined) B.Braun fails to place purchase
      orders for at least the minimum purchase quantities for any Product for such
      Contract Year (as described on Appendix
      B
      attached
      hereto and made a part hereof) (the “Annual Minimum Purchase Requirement”), but
      places purchase orders for at least 85% of such minimum purchase quantities,
      Supplier’s sole remedy shall be to terminate B.Braun’s exclusive rights to
      distribute such Product in the Territory upon ninety (90) days’ prior written
      notice to B.Braun exercised by Supplier within forty-five (45) days following
      the end of such Contract Year and, during the next Contract Year, B.Braun shall
      have the non-exclusive right to distribute such Product in the Territory
      provided however, Supplier may not exercise such termination right if during
      the
      sixty (60) day period following B.Braun’s receipt of such termination notice,
      Braun issues a purchase order to Supplier for the Shortfall
      Quantity. If
      during
      any Contract Year B.Braun fails to place purchase orders for at least 85% of
      the
      minimum purchase quantities for any Product for such Contract Year, Supplier’s
      sole remedy shall be to terminate this Agreement upon ninety (90) days’ prior
      written notice to B.Braun exercised by Supplier within forty-five (45) days
      following the end of such Contract Year, provided however, Supplier may not
      exercise such termination right if during the sixty (60) day period following
      B.Braun’s receipt of such termination notice, Braun issues a purchase order to
      Supplier for the Shortfall Quantity. The “Shortfall Quantity” for any Contract
      Year means the difference between the actual quantity of Products covered by
      purchase orders placed during such Contract Year and the Annual Minimum Purchase
      Requirement for such Contract Year. Any purchase orders for Shortfall Quantity
      shall apply only to the satisfaction of the Minimum Purchase Requirement for
      the
      Contract Year with such Shortfall Quantity.

    


    2.5
       B.Braun
      shall use commercially reasonable efforts to distribute and promote the sale
      of
      the Products within the Territory. In the performance of such obligation,
      B.Braun shall:

    


    2.5.1
      maintain such sales personnel and facilities with respect to the Products as
      B.Braun determines to be adequate; and 

    


    2.5.2
      use
      its commercially reasonable efforts to solicit customers for the
      Products.

    


    2.6 On
      the
      Effective Date and on the first day of each calendar quarter thereafter,
      Supplier shall provide B. Braun with electronic copies, as updated, of each
      piece of sales, marketing or promotional literature created or used by Supplier
      or its affiliates in connection with marketing and sale of the Products (the
      “Sales
      Literature”).
      Subject to the terms and conditions of this Agreement, Supplier hereby grants
      to
      B. Braun the non-exclusive, royalty free right during the Term, and the
      Post-Termination Period (as hereinafter defined), to: (i) reproduce the Sales
      Literature; (ii) prepare and reproduce derivative work based upon the Sales
      Literature; (iii) distribute copies of the Sales Literature and such derivative
      work; and (iv) otherwise use the Sales Literature for the marketing and sale
      of
      the Products; provided that
      Supplier
      first approves in writing any derivative work in advance. Supplier hereby
      represents and warrants to B. Braun that the information contained in the Sales
      Literature is true (provided that the Sales Literature is not first modified
      without the express written approval of Supplier), accurate and complete


    


    2.7 **

    



    
      
        

      

    

    The
      "**"
      marks the location of information that has been omitted and filed separately
      with the Securities and Exchange Commission pursuant to a request for
      confidential treatment.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    2.8 Supplier
      will maintain raw materials in excess of at least five percent (5%) of B.Braun’s
      quarterly forecast, provided that
      B.Braun’s forecast is provided in accordance with the terms of the
      Agreement.

    


    2.9 The
      Products shall be supplied on a private-label basis for B.Braun under the
      (a) B.Braun Surecan trademark and (b) Supplier’s SafeStep trademark,
      and shall be branded as “Surecan
      SafeStep.”
      Supplier hereby grants to B.Braun a non-exclusive, royalty-free right and
      license to use Supplier’s SafeStep trademark in connection with B.Braun’s
      marketing and sale of the Products and otherwise in a manner consistent with
      the
      transactions contemplated by the Agreement and represents and warrants that
      the
      exercise of such right and license by B. Braun shall not give rise to any
      infringement claim, action, proceeding or liability in favor of any third party.
      

    


    2.10
       
      **


    


    3. Ordering:
      All
      sales and purchases of Products will be initiated by B.Braun’s submission of a
      purchase order for Products to Supplier. Purchase orders shall be issued by
      B.Braun prior to the beginning of each quarter and shall set forth the quantity
      of each Product ordered and the required delivery dates. Such purchase orders
      may be supplemented during the quarter. Each first purchase order in a calendar
      quarter issued by B.Braun hereunder shall be accompanied by a non-binding
      forecast of B.Braun’s anticipated purchase orders for Products during each of
      the succeeding three (3) quarters. Delivery of Products to FOB New York, NY
      or
      another location within the Continental United States specified in the purchase
      order shall be made within forty-five (45) days from receipt of a purchase
      order, such receipt to be confirmed by Supplier within two business days, or
      on
      a later date specified by B.Braun. Purchase orders shall be transmitted by
      e-mail, facsimile, regular mail, courier service or expedited delivery service.
      

    


    
      
        4.
          Price
          and Payment:
          

      

    

    


    4.1
      The
      price of the Products shall be as set forth on Appendix
      B
      attached
      hereto and made a part hereof. Supplier shall bear all federal, state and local
      taxes based upon or measured by its net income or its business. 

    


    4.2 **
      

    


    4.3 Supplier
      shall invoice B.Braun concurrently with any shipment of Products and B.Braun
      shall make payment to Supplier in U.S. Dollars, at the address specified on
      the
      invoice, within thirty (30) days from the later of B.Braun’s receipt of such
      invoice or receipt of the Products. 

    


    5. Delivery:
      All
      Products must be delivered on the delivery date specified on the purchase order.
      Shipping terms are FOB New York, NY or another location within the Continental
      United States designated on purchase order (Incoterms 2000). Title to the
      Products will pass to B.Braun upon delivery to New York, NY or another location
      within the Continental United States designated on purchase order. All other
      locations and means of delivery will be specified at the time of purchase order
      and all associated shipping costs to other locations will be paid by
      B.Braun.

    



    
      
        
          

        

      

      The
        "**"
        marks the location of information that has been omitted and filed separately
        with the Securities and Exchange Commission pursuant to a request for
        confidential treatment.

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    6.
      Term;
      Market Introduction Campaign:
      

    


    6.1 This
      Agreement shall commence on the Effective Date and shall continue until the
      expiration of the third Contract Year, unless sooner terminated in accordance
      with the provisions hereof. Thereafter, this Agreement shall be automatically
      renewed and extended for successive one (1) year terms unless either party
      has
      provided the other party with written notice of non-renewal at least one hundred
      eighty (180) days prior to the expiration of the initial or any renewal term,
      as
      the case may be. Notwithstanding the foregoing or anything contained in this
      Agreement to the contrary, until the first renewal term (if any) is completed,
      Supplier shall have the right to exercise its non-renewal right under this
      Section 6.1 only if B.Braun has failed, during the immediately preceding full
      Contract Year, to either (i) meet the Annual Minimum Purchase Requirement during
      such preceding Contract Year or (ii) issue a purchase order for the Shortfall
      Amount during such preceding Contract Year in accordance with Section 2.4.
      

    


    6.2
      **

    


    6.3
      As
      used herein, “Contract
      Year”
means
      each calendar year during the term of this Agreement, provided that the first
      Contract Year shall commence on the Effective Date and shall end on December
      31,
      2008.

    


    7.
      Entire
      Agreement:
      This
      Agreement, which includes the Appendixes attached hereto, and B.Braun’s purchase
      orders, contain
      the
      entire agreement and understanding between the parties with respect to the
      subject matter hereof and supersedes
      all prior proposals and agreements between the parties, whether oral or written,
      and there are no other promises or representations relating to the subject
      matter hereof that are not incorporated herein. No
      addition to or waiver or modification of any provision of this Agreement shall
      be binding unless in writing and signed by a duly authorized representative
      of
      each party. Without limiting the generality of the foregoing, no modification
      or
      amendment shall be effected by or result from the receipt, acceptance, signing
      or acknowledgment of any order acknowledgments, invoices, shipping documents
      or
      other business forms containing terms or conditions in addition to or different
      from the terms and conditions set forth in this Agreement or B.Braun’s purchase
      orders. Such documentation is permitted only as a convenience to the parties,
      and all such documentation shall be governed and superseded by the terms and
      conditions of this Agreement and B.Braun’s purchase orders. If there is any
      conflict between the terms of this Agreement and any B.Braun purchase order,
      this Agreement shall control. This Agreement may be executed by original,
      facsimile or electronic signatures and in one or more counterparts, each of
      which shall be deemed to be an original and one and the same
      Agreement.

    


    


    
      
        
          

        

      

      The
        "**"
        marks the location of information that has been omitted and filed separately
        with the Securities and Exchange Commission pursuant to a request for
        confidential treatment.

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              Agreed
                to:

            	 
	 	 
	
              B.
                BRAUN MEDICAL S.A.S

            	
              SPECIALIZED
                HEALTH PRODUCTS INTERNATIONAL, INC.

            
	
              By:
                /s/
                Christof Hennigfeld

            	
              By:
                /s/
                Jeffrey M. Soinski

            
	
              Name:
                Christof Hennigfeld

            	
              Name:
                Jeffrey M. Soinski

            
	
              Title:
                President

            	
              Title:
                President & CEO

            
	 	
              Date
                Signed by Supplier: Nov. 13, 2007

            
	 	 
	 	
              MED-DESIGN
                CORPORATION

            
	
              By:
                /s/
                Jean-Michel Actis

            	
              By:
                /s/
                Jeffrey M. Soinski

            
	
              Name:
                Jean-Michel Actis

            	
              Name:
                Jeffrey M. Soinski

            
	
              Title:
                General Manager

            	
              Title:
                President & CEO

            
	
              Date
                Signed by B. Braun: Nov. 13, 2007

            	
              Date
                Signed by Supplier: Nov. 13, 2007

            
	 	
               

            
	
              Notice
                Addresses for B. Braun:

            	
              Notice
                Addresses for Supplier:

            
	
              Mail
                or Personal Delivery

            	
              Mail
                or Personal Delivery

            
	
              204
                avenue du Marechal Juin

            	
              585
                W. 500 S.

            
	
              BP
                331

            	
              Bountiful,
                UT 84010

            
	
              F
                92107 Boulogne Cedex

            	
               

            
	
              Attn:
                Chris Hennigfeld, President

            	
              Attn:Jeff
                Soinski, President & CEO

            
	
              with
                a copy to:

            	
              Facsimile:(801)
                298-1759

            
	
              B.
                Braun Medical Inc.

            	
               

            
	
              824
                12th Avenue

            	 
	
              Bethlehem,
                PA 18018

            	 
	
              Attn:
                General Counsel

            	 


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    
      	
              Facsimile:

            	 
	
              Attn:Chris
                Henningfeld, President

            	 
	
              Facsimile:
                33 1 4110 5385

            	 
	
              with
                a copy to:

            	 
	
              Attn:
                General Counsel

            	 
	
              (610)
                691-6651

            	 


    

    


    
      	
              Additional
                Forms Attached and made a part of this Agreement:

            
	
              ý

            	
              Appendix
                A - Additional Terms and Conditions

            
	
              ý

            	
              Appendix
                B - Products and Pricing

            
	
              ý

            	
              Appendix
                C - Specifications

            
	
              ý

            	
              Appendix
                D - Compliance Certificate

            
	
               ̈

            	
              Other 

            


    

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    APPENDIX
      A

    


    Additional
      Terms and Conditions to Agreement 

    


    1. Certain
      Definitions.
      For the
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

    


    “Applicable
      Laws”
shall
      mean all applicable federal, state and local laws, rules, regulations and
      ordinances as from time to time in effect, including, but not limited to, Good
      Manufacturing Practices, the Federal Food, Drug, and Cosmetic Act, all FDA
      Rules
      and Regulations, all ISO Requirements, and all SEC Rules.

    


    “Device”
shall
      have the meaning given to such term in the Federal Food, Drug, and Cosmetics
      Act.

    


    “Drug”
shall
      have the meaning given to such term in the Federal Food, Drug, and Cosmetics
      Act.

    


    “Federal
      Food, Drug, and Cosmetics Act”
shall
      mean the Federal Food, Drug, and Cosmetics Act as codified in 21 U.S.C. § 301,
et
      seq.,
      as
      amended, as from time to time in effect.

    


    “FDA”
shall
      mean the United States Food and Drug Administration, or any successor
      thereto.

    


    “FDA
      Rules and Regulations”
shall
      mean all rules, regulations and directives issued, enacted or promulgated under
      the Federal Food, Drug and Cosmetics Act, including the rules and regulations
      set forth in 21 C.F.R. § 1, et
      seq.,
      as
      amended, as from time to time in effect.

    


    “Good
      Manufacturing Practices”
shall
      mean current Good Manufacturing Practices as defined in the FDA Rules and
      Regulations (21 C.F.R. § 820, et
      seq.,
      for
      Devices; 21 C.F.R. § 210, et
      seq.,
      for
      Drugs), as amended, as from time to time in effect.

    


    “ISO
      Requirements”
      shall
      mean all rules, regulations and directives issued, enacted or promulgated by
      the
      International Organization for Standardization, as amended, as from time to
      time
      in effect for medical devices (currently ISO 13485:2003).

    


    2. Product
      Specifications; Quality Agreement.
      

    


    Supplier
      represents and warrants that it is registered with the FDA as a device
      establishment (if any Product is a Device) and/or drug establishment (if any
      Product is a Drug) in accordance with FDA Rules and Regulations (21 C.F.R.
§
807, for Devices; 21 C.F.R. § 207, for Drugs) and shall manufacture, package,
      label, test, prepare and deliver the Products in accordance with Good
      Manufacturing Practices, Applicable Laws, the Specifications and such other
      specifications as are from time to time mutually agreed upon in writing by
      the
      parties hereto. Supplier shall provide FDA/ISO registration numbers to B.Braun.
      Supplier shall not (i) make any process/product changes that would alter
      the chemical, biological or physical (except in the case where a process change
      improves a Product physical property; in which case, Supplier shall provide
      B.Braun with notice of such process change upon completion) properties of the
      Product or any regulatory filings related to the Product or (ii) make any
      change in the Specifications, without B.Braun’s prior written consent.


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    3.
      Warranties.
      Supplier represents, warrants and covenants to B.Braun and to the end user
      customer that (i) each Product shall be free from defects in design,
      material and workmanship, and shall comply in all respects with the applicable
      Specifications for such Product, and shall be manufactured, packaged, labeled,
      tested, prepared and delivered in accordance with all Applicable Laws and the
      provisions of this Agreement; (ii) Supplier has clear title to the Products
      and that the Products shall be delivered free and clear of liens and
      encumbrances; (iii) the Products are not adulterated or misbranded within
      the meaning of the Federal Food, Drug and Cosmetic Act, or within the meaning
      of
      any applicable state or municipal law in which the definitions of adulteration
      and misbranding are substantially identical to those contained in the Federal
      Food, Drug and Cosmetic Act, or products that may not under the provisions
      of
      Sections 404, 505, 514, or 515 of said Act be introduced into interstate
      commerce, and are not banned devices under Section 516 of said Act. Supplier
      further agrees that B.Braun, and its customers shall have the benefit of
      Supplier’s then standard product warranty for any Product to the extent such
      standard warranty provides greater warranty coverage. 
      B.Braun
      shall notify Supplier in writing if it determines that any Product fails to
      meet
      the warranties set forth herein and at B.Braun’s option, Supplier will, at
      Supplier’s expense, immediately repair or replace the defective Product, or
      reimburse B.Braun the purchase price of such defective Product, and reimburse
      B.Braun for its reasonable and documented costs in connection therewith.
      Supplier shall bear all freight cost and risk of loss or damage to such returned
      and replacement Product while in transit. THE WARRANTIES PROVIDED IN THIS
      AGREEMENT ARE IN LIEU OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
      FOR A PARTICULAR PURPOSE. 

    


    4.
      Damaged
      Goods.
      

    


    4.1
      Deliveries should be inspected for discrepancies or obvious damage by the
      freight forwarder before carrier departs. Note discrepancies on the freight
      bill, or refuse damaged freight whenever possible. Otherwise, make reasonable
      efforts to notify Supplier’s Customer Service (1-801-951-1033) of concealed
      damages or shortages within 10 days of receipt. Full credit or replacement
      will
      be issued.

    


    4.2
      Freight forwarder to inspect product for potential hazards and handle any sharps
      according to the freight forwarder’s policy for exposed sharps. Note any sharps,
      which required disposal into a sharps container. Place remaining product in
      an
      appropriate container for shipment to Supplier. Supplier will send labels for
      return to Supplier.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    4.3
      Supplier will pay freight costs to return product or will give instructions
      to
      dispose of damaged product.

    


    4.4
      Undamaged product will then be forwarded to international destination(s) by
      B.Braun.

    


    4.5
      Full
      credit or replacement will be issued for damaged goods or goods shipped in
      error, freight paid by Supplier.

    


    4.6
      In
      the case of damage occurring during shipment by B.Braun’s freight forwarder and
      discovered upon arrival at B.Braun’s international destination(s), at B.Braun’s
      request Supplier will provide replacement labels, shelf-boxes, and/or product
      case boxes to re-package undamaged unit packages. B.Braun will cover the costs
      for the label’s, shelf-boxes, cases and shipping.

    


    5.
      Quality
      Control and Assurance. 

    


    5.1
      Supplier shall perform such quality control and quality assurance testing as
      is
      required by the Specifications, this Agreement and Applicable Laws. At B.Braun’s
      request, Supplier will provide all supporting documentation (including the
      complete batch record) to B.Braun for Supplier’s manufacturing processes showing
      compliance to Good Manufacturing Practices and such other information needed
      by
      B.Braun’s quality assurance personnel. It is understood between the parties
      hereto that all critical processes affecting the purported identity, strength,
      quality or purity of the Product being manufactured, assembled and/or packaged
      shall be qualified and maintained in a validated state, and the scope and extent
      of the necessary validation documentation shall be determined by B.Braun.
      B.Braun shall be notified in advance of any validation studies, and the
      completed studies shall be made available to B.Braun upon request.

    


    5.2
      It is
      understood that B.Braun may, from time to time, send representatives to
      Supplier’s manufacturing facility or its suppliers’ facilities to observe, audit
      and inspect the production facilities, and Supplier will allow B.Braun’s
      representatives access to all applicable manufacturing records for the Products
      so as to ensure that Supplier is in compliance with Applicable Laws and the
      Specifications. Said observation, audit, and/or inspection of Supplier shall
      be
      upon reasonable notice, during normal working hours, of reasonable duration,
      and
      at the sole expense of B.Braun. As soon as reasonably practicable, Supplier
      will
      correct, to the reasonable satisfaction of B.Braun, any non-compliance with
      the
      above practices, regulations or Specifications that are discovered and brought
      to its attention as a result of such inspections. Supplier will provide B.Braun
      with a copy of all FDA or other regulatory agency correspondence relating to
      the
      Product, including without limitation any FDA Form 483 or warning letters
      relating to the manufacturing facility. Such information will be provided to
      B.Braun within five (5) days of Supplier’s receipt of the same.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    6.
      Device
      Complaints.
      B.Braun
      shall maintain a system of Product complaint recording and reporting and will
      record the details of any Product complaints received. B.Braun will send to
      Supplier monthly summary reports of all complaints received. Supplier will
      provide Product training regarding common complaints that may be received.
      B.Braun will also communicate with customers regarding the common complaints
      received. B.Braun will consult with Supplier on complaints which are unique
      or
      new to B.Braun. Supplier shall be responsible for supporting B.Braun’s
      investigation of such complaint reports that are unique or new to B.Braun.
      Supplier shall, within thirty (30) days after Supplier receives the initial
      complaint support request from B.Braun, forward the findings of the
      investigation to B.Braun. In cases where complaints are reported directly to
      governmental officials, B.Braun will notify Supplier and Supplier’s EC
      representative simultaneously.

    


    7.
      Recall.
      If
      B.Braun or Supplier are required by any competent governmental authority to
      conduct a recall of any Product or either party determines in its reasonable
      business judgment that a voluntary recall of any Product is required (and in
      the
      instance of a voluntary recall with the consent of the other party hereto,
      which
      neither Supplier nor B.Braun will unreasonably withhold), then Supplier shall
      bear all expenses of Supplier and all reasonable and documented expenses of
      B.Braun related to the recall as it pertains to the Products. The parties will
      cooperate in good faith on all aspects of a recall. Only B.Braun shall
      communicate with end-users. Reporting to regulatory authorities in order to
      satisfy legal requirements with respect to recalls shall be initiated by
      Supplier. Both parties shall comply with applicable law in initiating and
      administering recalls and shall cooperate fully with the governmental
      authorities during all recall investigations and follow-up actions. Each party
      shall immediately notify and provide copies to the other party of any
      communications, whether relating to recalls or otherwise, with any governmental
      authority.

    


    8.
      Compliance
      with Laws.
      Supplier represents, warrants and covenants to B.Braun that it shall, at all
      times, comply with all Applicable Laws. Any provision required to be included
      in
      a contract of this type by any Applicable Law shall be deemed to be incorporated
      herein, and Supplier agrees to comply with all Applicable Laws in connection
      with its obligations hereunder. 

    


    9.
      United
      States and European Union.
      Supplier
      shall obtain and comply with all licenses, consents, permits and applicable
      laws
      and regulations, including the Federal
      Food, Drug, and Cosmetics Act (“FDA”),
      which
      may from time to time be required by appropriate governmental authorities with
      respect to its manufacturing and packaging processes at its facility and
      otherwise to permit the performance of its obligations hereunder as well as
      the
      sale of the Products in the United States and the European Union, including
      the
      filing of a 510(k) application with the United States Food and Drug
      Administration and the filing of a CE Mark application with the European
      Union.
      Supplier
      shall provide B.Braun with
      reasonable assistance that B.Braun may request, including providing its
      technical files and data, in
      conjunction with B.Braun’s initiating the registration or approval process for
      the Products outside of the United States and the European Union.
      B.Braun
      agrees to cover all costs of the registration and approval processes in
      countries in the Territory. Supplier
      agrees to support all required facility audits by regulatory bodies from those
      non-FDA geographies where B.Braun has initiated the registration or approval
      process.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    10.
      Insurance.
      Supplier represents and warrants to B.Braun that it is currently insured and
      covenants that at all times during the term of this Agreement it will maintain
      from a qualified insurance carrier with a Best rating of “A-” or better, a
      commercial general liability insurance policy (including products liability
      insurance), personal injury insurance and contractual liability coverage which
      is in an amount of at least $10,000,000 per single claim (with a deductible
      amount of no greater than $25,000). Supplier, at the time of signing, shall
      furnish B.Braun with a certificate of insurance evidencing that such insurance
      is in full force and effect, and providing that B.Braun will be provided written
      notice at least thirty (30) days in advance of any material change, cancellation
      or termination of insurance. Such insurance shall be on either an occurrence
      or
      claims-made basis and shall name B.Braun as an additional insured and shall
      be
      maintained at least three (3) years after the expiration or termination of
      this
      Agreement.

    


    11.
      Indemnification.
      

    


    11.1
      Supplier will indemnify and hold B.Braun and its affiliates and their respective
      officers, directors, employees, agents, and representatives and their respective
      successors and assigns harmless from and against all suits, actions, claims,
      demands, judgments, liabilities and reasonable expenses asserted by a third
      party (collectively, “Claims”)
      which
      arise or result from (a) alleged injury (including death) incident to the use
      of
      any of the Products and not based solely on another product; (b)
      misrepresentations of any representation contained herein, or default in the
      observance or performance of any term or provision hereof; and (c) claims
      alleging that any of the Products or a portion thereof infringes and/or
      misappropriates a third party’s intellectual property rights. Notwithstanding
      the foregoing, it is understood and agreed that Supplier will have no
      obligations for any Claims to the extent caused by the recklessness, willful
      misconduct or breach of any of the terms of the agreement by B.Braun, its
      affiliates or agents.

    


    11.2
      B.Braun will indemnify and hold Supplier, its affiliates and their respective
      officers, directors, employees, agents, and representatives and their respective
      successors and assigns harmless from and against all Claims arising from
      B.Braun’s breach of any representation, warranty or obligation set forth in the
      Supply and Distribution Agreement. Notwithstanding the foregoing, it is
      understood and agreed that B.Braun shall have no obligations for any Claims
      to
      the extent caused by (a) the negligence, recklessness, willful misconduct or
      breach of any of the terms of the Agreement by Supplier its affiliates or agents
      or (b) Products that do not conform in all respects to the specifications or
      warranties.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    12.
      Termination;
      Event of Default & Remedies.

    


    12.1
      This
      Agreement may be terminated as follows:

    


    (a)
      By
      either party, effective upon delivery of a termination notice, if the other
      party (i) files in any court pursuant to any statute of the United States
      or of any individual state, a petition in bankruptcy or insolvency or for
      reorganization or for an arrangement or at the appointment of a receiver or
      trustee of the party of its assets, (ii) is served with an involuntary
      petition against it, filed in any insolvency proceeding, and such petition
      shall
      not be dismissed within sixty (60) days after filing thereof, (iii) is a
      party to any dissolution or liquidation, (iv) makes an assignment for the
      benefit of creditors or (v) discontinues its operations for any reason
      whatsoever.

    


    (b)
      By
      B.Braun, immediately upon written notice to Supplier, if Supplier assigns or
      transfers this Agreement in violation of the terms of this
      Agreement.

    


    (c)
      By
      B.Braun, in the event Supplier (i) delivers Product that does not conform
      to the warranties in Section 3 of Appendix
      A
      or
      (ii) without B.Braun’s prior written approval, makes any changes to the
      Specifications or any other process/product
      changes that would alter the chemical, biological or physical properties of
      the
      Product (except in the case where a process change improves a physical
      property),
      by
      giving sixty (60) days prior written notice of its intent to terminate;
provided that
      such
      termination shall not become effective if Supplier cures such default within
      the
      sixty (60) day notice period. 

    


    (d)By
      either party, effective thirty (30) days after giving notice of intent to
      terminate, if the other party fails or neglects to perform any material covenant
      or provision of this Agreement, and such default is not materially cured within
      thirty (30) days after receiving written notice with respect to such
      default.

    


    (e)
      By
      Supplier, in accordance with Section 2.4.

    


    (f)
      In no
      event shall notice of intention to terminate, or actual termination by the
      nonbreaching party, be deemed as a waiver of any other rights or remedies which
      such party may have as a consequence of such failure or breach. 

    


    12.2
      Termination of this Agreement shall not relieve either party from its duty
      to
      discharge all obligations accruing prior to such termination, including parties’
obligations pursuant to any purchase order outstanding on the date of such
      termination and for payment for any Product delivered prior to the termination
      hereof. Notwithstanding Section 12.1(c) above, upon any breach, default or
      failure to perform by one party hereunder, the other party may continue to
      operate under this Agreement while pursuing any remedy it may have at law or
      equity, so long as such non-breaching party continues to meet all of its
      obligations under this Agreement, but only to the extent that the breach,
      default or failure to perform does not adversely and materially affect any
      such
      obligation of the non-breaching party.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    12.3
      Upon
      termination of this Agreement for any reason whatsoever, (i) B.Braun shall
      return to Supplier all confidential information and documents relating to or
      containing confidential information, together with all copies made thereof
      and
      extracts made therefrom, and (ii) Supplier shall return to B.Braun all
      confidential information and documents relating to or containing confidential
      information, together with all copies made thereof and extracts made therefrom;
      provided that
      the
      parties shall be entitled to retain one copy of the Confidential Information
      in
      their legal department files for the purpose of insuring compliance with any
      applicable governmental rules and regulations.

    


    12.4
      **

    


    13.
       Limitation
      of Liability.
      Except
      for the obligations of indemnification hereunder, or as otherwise expressly
      provided herein, neither party shall be liable to the other party for any
      indirect, special, punitive, incidental opportunity cost or consequential
      damages from any cause whatsoever. 

    


    14. Force
      Majeure.
      If
      either
      party becomes unable to perform any of its obligations hereunder, in whole
      or in
      part, by reason of an act of God, acts of civil or military authorities or
      fires, strikes, floods, wars, acts of terrorism or riots (a “Force
      Majeure”),
      such
      failure of performance shall be excused during the continuance of and to the
      extent of such Force Majeure event. Each party will promptly notify the other
      of
      any occurrence of an event of Force Majeure and of the termination thereof.
      B.Braun may terminate this Agreement if the Force Majeure event will exceed
      ninety (90) days.

    


    15. Miscellaneous
      Terms and Conditions.

    


    15.1
      Each
      party agrees to hold in confidence and refrain from using, distributing,
      disseminating or disclosing to others any information of the other party that
      is
      designated by the discloser as “confidential”
other
      than pursuant to this Agreement. The restrictions set forth in the preceding
      sentence shall not apply to confidential information that a receiving party
      proves: (a) was, at the time of disclosure hereunder, in the public domain
      or
      becomes at a later date reasonably available to the public through no fault
      of
      the recipient; (b) was in the possession of recipient prior to disclosure
      hereunder, as evidenced by recipient’s written or tangible evidence; (c) was
      disclosed to recipient by a third party that has an independent right to
      disclose the information; (d) was independently developed by recipient as
      evidenced by competent proof; or (e) was required to be disclosed by judicial
      order, statute or governmental regulation, provided that the disclosing party
      is
      given reasonable prior written notice of any such required disclosure.
      This

    


    
      
        

      

    

    The
      "**"
      marks the location of information that has been omitted and filed separately
      with the Securities and Exchange Commission pursuant to a request for
      confidential treatment.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    Section
      10.1 shall survive termination of this Agreement and any extension thereof,
      for
      a period of three (3) years.

    


    15.2
      The
      parties hereto shall be deemed to have the status of independent contractors,
      and shall have the relationship of buyer and seller. Nothing in this Agreement
      shall be deemed to place the parties in the relationship of partners,
      licensor-licensee, principal-agent or joint venturers. Neither party shall
      have
      any right or authority to create or assume any obligation or to bind the other
      party in any manner whatsoever. 

    


    15.3
      Neither party shall assign, pledge or hypothecate this Agreement or their rights
      hereunder without the prior written consent of the other party, provided that
      this section shall not apply to any assignment or transfer that is made in
      connection with an acquisition of all or substantially all of the assets or
      business of a party relating to the Products, or an assignment by B.Braun to
      an
      affiliated company or any successor to its business. This Agreement shall inure
      to the benefit of, and be binding upon, the permitted assigns and successors
      of
      the parties hereto. 

    


    15.4
      Any
      notice required or permitted to be given under or in connection with this
      Agreement shall be in writing and shall be deemed given only if delivered
      personally, by facsimile (receipt acknowledged), by certified mail (return
      receipt requested) or by overnight delivery service (with return receipt) to
      the
      addresses set forth on the signature page of this Agreement; provided that
      email
      will not be sufficient notice for any notice of breach or default. Either party
      may change its notice information by a notice duly given to the other party
      as
      provided herein.

    


    15.5
      Any
      failure by either party to enforce any of their respective rights herein shall
      not be deemed a waiver of such rights, and it may, from time to time, and at
      its
      option, enforce any of its rights hereunder, notwithstanding any course of
      dealing or performance. 

    


    15.6
      Notwithstanding the termination of this Agreement, the rights and obligations
      of
      the parties set forth in the provisions of Section 7 of the Supply Agreement
      and
      Sections 3, 5, 6, 7, 8, 9, 10 and 11 of this Appendix
      A
      shall
      survive the termination of this Agreement in accordance with their
      terms.

    


    15.7
      Each
      party represents and warrants that (i) it has the right to enter into this
      Agreement and to perform all of its obligations hereunder, and (ii) this
      Agreement, when executed and delivered, will be a legal, valid, and binding
      obligation of such party, enforceable against such party in accordance with
      its
      terms. 

    


    15.8
      The
      provisions of this Agreement shall be severable from each other and from the
      rest of this Agreement, and in the event that any portion of this Agreement
      shall be held invalid, void, unenforceable, or ineffective by a court of
      competent jurisdiction, the remaining portions thereof shall remain in full
      force and effect. If any of the terms of provisions of this Agreement are in
      conflict with any applicable statute or rule of law, then such terms or
      provisions shall be deemed inoperative to the extent that they may conflict
      therewith, and shall be deemed to be modified to conform to such statute or
      rule
      of law. The headings in this Agreement are included for ease of reference only
      and shall have no legal effect. 

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    15.9
      Except as required by law, Supplier shall not, without first obtaining the
      written consent of B.Braun, in any manner advertise or publish the fact that
      Supplier has contracted to furnish B.Braun the goods or services covered by
      this
      contract, or use any trademarks or trade names of B.Braun in Supplier’s
      advertising or promotional materials, unless such disclosure contains
      information previously disclosed as required by law.

    


    15.10
      This Agreement shall be governed and interpreted in accordance with the laws,
      but not the laws of conflict of laws, of the State of New York.

    


    15.11
      Any
      dispute, controversy or claim (“Claim”)
      arising from or related to this Agreement, any Products or any other
      relationship or arrangement between the parties shall be settled by arbitration
      in accordance with the Rules of Arbitration of the International Chamber of
      Commerce (the “Rules”) . The place of arbitration shall be New York, New York.
      If the amount in controversy is $500,000 or less, the Claim shall be heard
      by
      one neutral arbitrator. If the amount in controversy exceeds $500,000, the
      Claim
      shall be heard by a panel of three neutral arbitrators. Such arbitrators
      appointed in accordance with the Rules. Notwithstanding the foregoing, either
      party may, without waiving any remedy under this Agreement, seek from any court
      having jurisdiction any injunctive relief that is necessary to protect the
      rights or property of that party, pending the arbitral panel’s determination of
      the merits of the Claim. The arbitrator(s) shall not award indirect, incidental,
      special, consequential or punitive damages, damages for lost profits or any
      damages in excess of those agreed to by the parties in this Agreement. The
      decision of the arbitrator(s) shall be final and binding upon the parties and
      judgment upon the award may be entered in any court having jurisdiction thereof.
      The expenses of the arbitrator(s) shall be split equally between the parties.
      Each party shall pay its own attorneys’ fees and expenses, except that if a
      prevailing party in court is required to initiate proceedings to enforce the
      award or confirm judgment, the prevailing party shall be entitled to recover
      its
      costs and attorneys’ fees associated with such action.

    


    15.12
      Except as specifically set forth in this Agreement, this Agreement does not
      grant either party any rights in the other party’s patent and/or other
      intellectual property rights. ** 

     

      
        

      

    

    The
      "**"
      marks the location of information that has been omitted and filed separately
      with the Securities and Exchange Commission pursuant to a request for
      confidential treatment.

    
       

      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    APPENDIX
      B

    


    PRODUCTS

    


    All
      single sterile and bulk non-sterile SafeStepÒ
      Huber
      Needle Sets **, more particularly described on Appendix
      C
      attached
      hereto and made a part hereof, together with any and all modifications,
      innovations, enhancements, improvements, next generation designs and
      developments thereto (collectively, “Changes”) if the resultant Product (with
      such Changes) is covered by a claim contained in U.S. Patent No, 6,585,704,
      for
      inclusion in kits and sold as individual units.

    


    MINIMUM
      PURCHASE REQUIREMENTS AND VOLUME DISCOUNTS

    


    1.
      The
      minimum order quantity for any order of Products shall be 10,000 units with
      a
      minimum of 7 cases (100 units per case) per SKU. Orders will only be shipped
      by
      Supplier in full cases.

    


    2.
      **

    


    3.
      B.Braun will receive a five percent (5%) unit volume price discount on Products
      purchased above the Minimum Purchase Requirement during any Contract Year.
      This
      five percent (5%) discount will be provided to B.Braun, at B.Braun’s option
      (exercised from time to time with respect to all or any portion of the five
      percent (5%) discount), in the form of (i) additional Products or
      (ii) a credit against the purchase price otherwise due and payable from
      B.Braun to Supplier with respect to Products purchased hereunder.

    


    SELLING
      PRICE

    


    1.
      The
      selling prices from Supplier to B.Braun for Products in a fully-finished form,
      which shall be firm for purchase orders placed through the end of the First
      Contract Year, shall be as follows: 

     

    
      	
              Description
                (Standard)

            	
              Price
                (ea.)*

            
	
              Non-Y
                single, sterile

            	
              $**

            
	
              Y-site
                with needleless connector, single, sterile

            	
              $**

            
	
              Non-Y
                bulk, non-sterile

            	
              $**

            
	
              Y-site
                with needleless connector, bulk, non-sterile

            	
              $**

            


    

     

    
      	
              *
                Pricing based on the following product configuration:

            
	
              25
                units per shelf box; 4 shelf boxes per case

            
	
              Single
                language unit, shelf box, and case label with 15 language
                IFU

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	
              **

            	
              Price
                (ea.)**

            
	
              **

            	
              $**

            
	
              **

            	
              $**

            
	
              **

            	
              $**

            
	
              **

            	
              $**

            


    

     

    
      	
              **
                Pricing based on the following product configuration:

            
	
              25
                units per shelf box; 4 shelf boxes per case

            
	
              Single
                language unit, shelf box, and case label with 15 language
                IFU

            
	
              Single
                language power-injectable identification sticker on product
                tubing

            
	
              Single
                language power-injectable warning applied to each unit
                label

            


    

    


    2.
      **


    


    


    EXCHANGE
      RATE

    


    If
      at any
      time after the Effective Date, the amount of U.S. Dollars ($) required to be
      exchanged to receive one (1) Euro (“Exchange Rate”), determined by reference to
      the Interbank Rate on the FX Converter Website, is greater than or less than
      twenty percent (20%) of the Exchange Rate on the Effective Date, either party
      may request an adjustment of the selling prices as set forth above. In such
      event, the parties will make reasonable efforts to agree on the amount of such
      adjustment. “FX Converter Website” means the website Oanda.com or, in the
      absence thereof, an alternative website or other publication mutually
      satisfactory to the parties, pursuant to which accurate and reliable exchange
      rate information required pursuant hereto can be obtained.

    
       

        
          

        

      

      
        The
          "**"
          marks the location of information that has been omitted and filed separately
          with the Securities and Exchange Commission pursuant to a request for
          confidential treatment.

      

       

      
         

      

      
        2

        
          

        

      

      
         

      

    


    APPENDIX
      C

    


    


    Product
      Specifications

    


    


    **

    


    
 

    


    
      

    

    The
      "**"
      marks the location of information that has been omitted and filed separately
      with the Securities and Exchange Commission pursuant to a request for
      confidential treatment.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    APPENDIX
      D

    


    COMPLIANCE
      CERTIFICATE

    


    Supplier
      represents, warrants, covenants and certifies to B.Braun as
      follows:

    


    1.
      Supplier has not been listed by any federal or state agency as excluded,
      debarred, suspended or otherwise ineligible to participate in federal and/or
      state programs; or been convicted of any crime relating to any federal and/or
      state program. Supplier shall notify B.Braun immediately in the event Supplier
      is listed by a federal agency or state agency as excluded, debarred, suspended
      or otherwise ineligible to participate in any federal and/or state programs
      or
      if Supplier is convicted of any crime relating to any such program, and any
      such
      listing or conviction shall be a grounds for termination of any agreement
      between B.Braun and Supplier.

    


    2.
      Neither Supplier nor any of Supplier’s employees, officers or directors is
      listed on the Department of Health and Human Services/Office of Inspector
      General List of Excluded Individuals/entities. If Supplier or any such person
      becomes listed, Supplier shall notify B.Braun immediately and such listing
      shall
      be a grounds for termination of any agreement between B.Braun and Supplier.
      (for
      a searchable database of the list, see http://exclusions.oig.hhs.gov/search.html).

    


    3.
      Neither Supplier nor any of Supplier’s employees, officers or directors is
      listed on the List of Parties Excluded from Federal Procurement and
      Nonprocurement Programs nor are any of its employees currently listed. If
      Supplier or any such person becomes listed, Supplier shall notify B.Braun
      immediately and such listing shall be a grounds for termination of any agreement
      between B.Braun and Supplier. (for a searchable database of the list see
http://epls.arnet.gov/ ).

    


    4.
      Supplier shall not maintain or provide racially segregated facilities for
      employees at any establishment under its control. Supplier agrees to adhere
      to
      the requirements set forth in Executive Orders 11246 and 11375. Supplier agrees
      to comply with all state and federal Equal Employment Opportunity, Immigration,
      and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The
      Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the
      Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment
      Assistance Act of 1974, The Americans with Disability Act and the Immigration
      Reform Act of 1985 and any amendments and applicable regulations pertaining
      thereto.

    


    5.
      If
      Supplier’s annual contracts and/or purchase orders with B.Braun are $10,000 or
      more, Supplier will abide by the equal opportunity affirmative action clauses
      found at 41 CRF 60-1.4(a), 60-250.4 and 60-741.4. If Supplier’s annual contracts
      and/or purchase orders with B.Braun are $50,000 or more and Supplier has 50
      or
      more employees, Supplier will have in place written Affirmative Action Plans
      which are consistent with 41 CFR 60-1.40, 60-250.4 and 60-741.5.

    


    6.
      Without limiting the foregoing, Supplier represents, warrants and agrees that
      it
      shall comply with all applicable laws, rules and regulations in connection
      with
      its relationship with B.Braun and B.Braun’s Code of Business Conduct and its
      compliance policies in effect from time to time, specifically, but without
      limitation, those related to Anti-Kick Back laws, 42 U.S.C. §1320 9-7b and the
      regulations promulgated thereunder.

    


    7.
      Supplier is o
      / is not þ
      (check
      one box) a “Small Business” - As defined pursuant to Section 3 of the Small
      Business Act and in relevant regulations promulgated pursuant thereto.
      Generally, this will mean that the firm (a) is a manufacturing firm with fewer
      than 500 employees, (b) is a general construction firm with average annual
      receipts for three preceding fiscal years of less than $2 Million, or (c) is
      in
      the service industry with average annual receipts for three preceding fiscal
      years of less than $2 Million.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    8.
      Supplier is o / is not þ
      (check
      one box) a “Small Disadvantaged Business” - A small business concern certified
      by the Small Business Administration (“SBA”) as a Small Disadvantaged Business
      and verified in PRO-Net.

    


    9.
      Supplier is o / is not þ
      (check
      one box) a “Women-Owned Small Business” - A small business concern (a) which is
      at least 51% owned by one or more women; or, in the case of any publicly-owned
      business, at least 51% of the stock of which is owned by one or more women;
      and
      (b) whose management and daily business operations are controlled by one or
      more
      women;

    


    10.
      Supplier is o / is not þ
      (check
      one box) a “Veteran-Owned Small Business” - A small business concern (a) which
      is at least 51% owned by one or more veterans; or, in the case of any
      publicly-owned business, at least 51% of the stock of which is owned by one
      or
      more veterans; and (b) whose management and daily business operations are
      controlled by one or more veterans.

    


    11.
      Supplier is o / is not þ
      (check
      one box) a “Service-Disabled Veteran-Owned Small Business” - A small business
      concern (a) which is at least 51% owned by one or more service-disabled
      veterans; or, in the case of any publicly-owned business, at least 51% of the
      stock of which is owned by one or more service-disabled veterans; and (b) whose
      management and daily business operations are controlled by one or more
      service-disabled veterans or, in the case of a veteran with permanent and severe
      disability, the spouse or permanent care-giver of such veteran.

    


    12.
      Supplier is o / is not þ
      (check
      one box) a “HUBZone Small Business” - A small business concern certified by the
      SBA as a HUBZone business and verified in PRO-Net.

    


    13.
      If
      Supplier is a “Small Business” (as defined in paragraph 8, 9, 10, 11, 12 or 13
      above), Supplier shall, at the request of B.Braun from time to time, provide
      B.Braun with any additional certifications reasonably requested by B.Braun
      to
      confirm Supplier’s “Small Business” status.

    


    14.
      If at
      any time Supplier is no longer in compliance with any representation, warranty,
      covenant, certification or agreement contained herein or there is a change
      in
      Supplier’s status under paragraph 8, 9, 10, 11, 12 or 13 above, Supplier shall
      immediately advise B.Braun in writing of such non-compliance or change in
      status.

    


    15.
      The
      foregoing provisions are hereby incorporated and made part of any agreement
      between B.Braun and Supplier.

    


    
      
         

      

      
        2