AMENDED AND RESTATED


PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENT


 


This AMENDED AND RESTATED PURCHASE,
SUPPLY AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as of October 31, 2013 (the "Effective Date"),
by and between Millennium Medical Devices LLC, a New York limited liability company having an address at 400 Garden City Plaza,
Suite 440, Garden City, New York 11530 ("Millennium"), and CDx Diagnostics Inc., a Delaware corporation with an address
at 2 Executive Boulevard, Suffern, New York 10901 (the "Company").


 


WITNESSETH


 


WHEREAS, the Company is engaged in
the business of manufacturing and selling its patented OralCDx Brush Test Kits (each, a "Oral Unit" and collectively,
the "Oral Product") and DermCDx Brush Test Kits (each, a "Derm Unit" and collectively, the "Derm Product"
and, collectively with the Oral Unit and Oral Product, each, a "Unit" and collectively, the "Product").


 


WHEREAS, the Company is also in the
business of performing lab testing services with respect to samples obtained by use of the Product ("Lab Testing Services").


 


WHEREAS, the Company desires to sell
the Product to Millennium for exclusive distribution and marketing throughout the Territory (as defined in Section 1(a)(v) below).


 


WHEREAS, Millennium desires to purchase
the Product from the Company and market, distribute and sell the Product in the Territory, on an exclusive basis.


 


WHEREAS, the Company and Millennium
have previously entered into a Purchase, Supply and Distribution Agreement, as the same may thereafter have been supplemented,
amended or replaced (the "Original Agreement").


 


WHEREAS, the Company
and Millennium, for the purpose of clarity, now seek to enter into a new agreement, this Amended and Restated Purchase, Supply
and Distribution Agreement, which will supersede any prior agreement or understanding, whether written or oral or express or implied,
the parties have previously entered into, including the Original Agreement (regardless of whether such Original Agreement shall
have terminated).


 


NOW THEREFORE, in consideration
of the mutual premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as follows, and hereby agree that this Agreement amends,
restates and replaces the Original Agreement, in its entirety:


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).







 




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1.          Purchase,
Supply. and Distribution


 


(a)          Purchase:
Supply: Exclusivity,


 


		i.	Millennium hereby agrees to purchase from the Company,
and the Company hereby agrees to manufacture (or have manufactured) and sell to Millennium the Product, subject to the terms and
conditions contained herein. . The product supplied by the Company shall have a minimum expiration date of one year stated on
each kit and its content.



 


		ii.	The Company hereby agrees to make all arrangements necessary
to supply to Millennium such minimum supplies as are required by this Agreement all in accordance with the terms of this Agreement.



 


		iii.	Millennium shall be the only firm, company, corporation,
entity or person authorized to market, distribute and sell the Product in the Territory to the Covered Markets. For clarity, it
is acknowledged and agreed by the Parties that the distributorship rights conferred to Millennium hereunder do not relate in any
way to the Laboratory Testing Services and the Company shall retain all exclusive rights to market- and promote its Lab Testing
Services.



 


		iv.	The Company shall not sell or distribute the Product within
the Territory to the Covered Markets during the Term of this Agreement itself orthrough any firm company, corporation, entity
or person other than Millennium either directly or indirectly, however, at any time the Company may refer to Millennium, groups
to be considered for sales subcontractor agreements for the Product under Millennium.



 


		v.	For the purposes of this Agreement, "Territory"
shall mean the Tri-State area of New York, New Jersey, Pennsylvania, Connecticut and Florida through November 1, 2014, and will
then be expanded to include the remainder of the United States, its territories and possessions, for as long as this Agreement
is in effect. Upon Millennium obtaining nationwide exclusivity, the Company shall immediately provide to Millennium any and all
accounts and clients of the Company for oral and Derm in Millennium's geographically expanded Covered Markets that have previously
been sold or delivered kits in its entirety for further sale. The Company covenants not to grant distribution rights in the Covered
Markets to the Product in the other States of the United States to any third-party while this Agreement is in effect (or as to
Oral Product or Derm Product, while this Agreement is in effect relating to such Product).



 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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		vi.	For purposes of this Agreement, "Covered Markets"
shall mean all Primary Care Physicians, Nurse Practioners and Physician Assistants in the Territory, including, without limitation,
primary care medical practices and providers practicing in hospitals, nursing homes, health clinics and assisted living facilities
and shall exclude dental practices and providers and medical specialty practices and providers such as gastroenterologists;
provided, that Millennium may distribute the Product on a non-exclusive basis in the Territory to (a) dentists that practice in
settings other than a dental office, including hospitals, nursing homes, assisted living facilities, and public health clinics
and other general medical settings and (b) otolaryngologists and dermatologists; provided, further that nothing in this Agreement
shall prohibit the Company or third-parties licensed by the Company from also distributing or selling into the markets in these
clauses (a) and (b) of this sentence.



 


		vii.	Millennium shall not sell or distribute the Product outside
of the Territory or the Covered Markets at any time, either itself, or through any firm, company, corporation, entity or person,
either directly or indirectly.



 


		viii.	Millennium acknowledges that the Product has a patented
and proprietary design that procures unique tissue samples that can be properly and accurately analyzed only via the Company's
patented and proprietary Laboratory Testing Services, and that the Product is being sold to end users conditioned upon end users
sending samples obtained by use of the Product for analysis by the Laboratory Testing Services offered by the Company. As such,
Millennium hereby agrees that during the Term of this Agreement, it shall not, itself or through any firm, company, corporation,
entity or person either directly or indirectly, market, offer or sell the Product to any purchaser that either Millennium or the
Company (as communicated to Millennium in writing) believes in its sole discretion will use a lab testing service with respect
to such Product other than the Laboratory Testing Services offered by the Company. In order to allow the Company to ensure the
integrity of testing results obtained by end users of the Product, Millennium agrees to provide to the Company on a monthly
basis written reports showing all purchasers of Product during the prior month, including the names and contact information of
such purchasers and the number of Units sold to each purchaser, as well as any other information the Company may reasonably
request.



 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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		ix.	Millennium acknowledges that, outside of Arizona, Wyoming
and Oklahoma, the Company is not a participating provider with Medicaid or managed Medicaid plans. Millennium hereby agrees that
any Product distributed or sold for use on patients who are recipients of Medicaid or managed Medicaid plans outside
of Arizona, Wyoming and Oklahoma will not count towards the annual minimums specified as Minimum Sales Requirement in Units per
Period in paragraph x below. Millennium hereby agrees that during the Term of this Agreement and for a twelve (12) month period
after its termination for any reason other than a material breach of this Agreement by the Company, it shall not, itself or through
any firm, company, corporation, entity or person other than Millennium either directly or indirectly, market, offer or sell (i)
any product (other than the Product) that aids or is claimed to aid, or supports a service that aids or -is claimed to aid, in
the detection, prevention or treatment of oral pre-cancer or oral cancer or (ii) any service that aids or is claimed to aid in
the detection, prevention or treatment of oral pre-cancer or oral cancer.



 


		x.	Millennium or its sub distributors shall be required to
have completed sales to third-party end users in the minimum amount(s) set forth in the table below for the Territory:



 


Minimum Sales Requirement in Units per Period.


 


	 	 	Oral Units	 	 	Derm Units:	 
	Jan 1, 2014 to  December 31. 2014	 	 	25,000	 	 	 	12,500	 
	 	 	 	 	 	 	 	 	 
	Jan 1. 2015 to June 30, 2015	 	 	35,000	 	 	 	17,500	 
	Julv l , 2015 to December 31, 2015	 	 	60,000	 	 	 	30,000	 
	Jan l, 2016 to June 30, 2016	 	 	120,000	 	 	 	60,000	 
	July 1, 2016 to December 31, 2016	 	 	150,000	 	 	 	75,000	 
	January 1, 2017 to June 30, 2017	 	 	250,000	 	 	 	125,000	 
	July 1, 2017 to December, 2017	 	 	300,000	 	 	 	150,000	 
	January 1, 2018  to  June 30, 2018	 	 	350,000	 	 	 	175,000	 
	July l , 2018 to December 31, 2018	 	 	500,000	 	 	 	250,000	 



 


If as of the end of any period set
forth in the table above


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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			Millennium has failed to meet its sales requirement for such period for either Oral Units or
                                                                            Derm Units providing all kits have been delivered on time according to minimum delivery schedule below in xi, the Company
                                                                            shall have the right to terminate the Agreement as to such affected Oral Product or Derm Product as set forth in Section 6(b)
                                                                            below. If Company fails to deliver Product on time according to Minimum Purchase Requirement in Units per Period as stated
                                                                            below, any Company tights to terminate for failure of Millennium to meet the minimum sales requirements set forth in x above
                                                                            shall be null and void in its entirety. In addition, the Company's failure to make timely deliveries, will
                                                                            automatically adjust the scheduled future delivery and payment dates herein.



 


		xi.	Millennium agrees to purchase and the Company agrees to
deliver the following minimum numbers of Units on the following dates (which shall be estimated at 70% Oral Units and 30% Derin
Units). Millennium will specifically state the number of units on each purchase order



 


	Year	 	 	Sales	 	 	Purchases	 	 	Purchases	 
	 	 	 	Requirements	 	 	January 1	 	 	July 1	 
	 	 	 	 	 	 	 	 	 	 	 
	 	2015	 	 	 	142,500	 	 	 	50,000	 	 	 	50,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2016	 	 	 	405,000	 	 	 	225,000	 	 	 	225,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2017	 	 	 	825,000	 	 	 	425,000	 	 	 	425,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2018	 	 	 	1,275,000	 	 	 	700,000	 	 	 	700,000	 



 


Of the initial 100,000 Units, 4,000 Units shall be delivered
by December 31, 2013,. 10,000 Units shall be delivered by January 31, 2014 and 16,000 Units shall be delivered by February 28,
2014 for a total of 30,000 Units delivered by February 28, 2014.


 


Except as specifically provided in Section 2(c) below,
payment for Units required to be purchased and delivered under this Section shall be made in full by Millennium on the
applicable date for such purchase set forth in the table above. The Company shall deliver Units purchased by Millennium
during the * calendar months immediately following the date that Millennium has delivered payment in full for such Units, in
equal monthly shipments.; provided, however, that with respect to the initial 100,000 Units, the Company may fulfill the
balance of 70,000 Units in monthly shipments of 20,000 Units in the month of March 2014, and 25,000 Units for the months of
April, 2014 and May 2014, respectfully, following the delivery schedule for the initial 30,000 Units set forth above.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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(b)           Marketing. Sale and Distribution.
Millennium shall use diligent efforts to market, sell and distribute the Product in the Territory in good faith and in a manner
consistent with its efforts for other products and general industry practice.


 


(c)           Marketing Materials-,
License. The Company shall supply to


Millennium a reasonable supply of current marketing and promotional
materials for the Product which shall be provided in the form of master designs from which Millennium may have copies printed ("Marketing
Materials"). Millennium shall produce sufficient copies of such Marketing Materials for its use hereunder at its own cost
and expense and upon Company request shall provide at Millennium's cost and expense a reasonable number of samples of its printed
Marketing Materials for Company approval of their fidelity to the master designs provided. The Company hereby grants to Millennium
a limited, non-exclusive license to use the Company's trademarks, trade names, logos and images (collectively, "Trademarks")
in connection with the marketing, promotion and sale of the Product including, reproduction and use of the Marketing Materials.
In all cases, Millennium shall follow the instructions of the Company at all times as to the use or discontinuance of use of such
Trademarks and/or Marketing Materials. Millennium shall not remove, conceal or alter any of Company's Trademarks on the Product
or Marketing Materials. Millennium shall promote and sell all Product in the original packages and under the original labels provided
by the Company without any alteration or addition whatsoever. Millennium may not alter or change Company Trademarks or Marketing
Materials at any time unless it has.. received the express written approval of the Company. Product shall always be sold under
the Trademarks. Millennium shall not produce and/or use its own marketing materials for the Product. Use of any such Trademarks
or Marketing Materials shall not give Millennium any right to any intellectual property rights in or to such items other than the
limited licenses expressly set forth herein and all goodwill arising from any use of such Trademarks and Marketing Materials by
Millennium shall inure to the benefit of the Company. Millennium shall keep records of, and shall provide the Company with copies
of, any and all Marketing Materials actually used with customers and potential customers of Millennium. The Company reserves the
sole and exclusive right to make any changes to the Marketing Materials, and to the packaging and labeling of the Product at any
time.


 


(d)          Training.
During the months of * 2013 and January 2014, the Company will provide Millennium's sales personnel with training geared toward
reasonably preparing such personnel to market and sell the Product in a manner generally accepted for similar products in the industry.
In any case however, no less than 4 days training shall be provided if requested by Millennium


 


(e)          Customer
Lists. Prior to the end of the training period specified in Section 1(d) above, the Company shall convey to Millennium the
names and contact information then possessed and used by the Company in marketing the Product to the Covered Market (the "Customer
Information"). Such Customer Information shall be treated as Confidential Information of the Company by Millennium. Millennium
shall have no rights in the Customer Information other than a limited license to use such Customer Information as necessary to
perform its obligations and exercise its rights under this Agreement. If the Company exercises its right to terminate the Agreement
completely then Millennium shall discontinue its use of all such Customer Information.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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(f)          Technology
Escrow. No later than December 1, 2013, the Company will deposit in escrow with a mutually agreed upon escrow agent all information
and approvals required to build the Units. In the event that the Company fails to deliver Units as per its obligations under paragraph
1(a) (xi) above; is notified by Millennium in writing of such failure to deliver Units; and fails to cure this breach within thirty
(30) days, then the escrow agent will release to Millennium the information and approvals required for Millennium to build the
number of Units which the Company failed to deliver, provided however. that Millennium shall use said information and approvals
for the sole purpose of building those Units that the Company failed to deliver. All costs and fees related to the establishment
and maintenance of the escrow shall be evenly split between the Company and Millennium. Upon failure to deliver by the Company
such required Units all monies paid to the Company by Millennium for Units which have not been delivered, shall be immediately
returned within 5 business days of failed delivery. If the money is not returned within the 5 business days herein, then
The Company shall be required to pay as liquidated damages an amount equal to 10% of the outstanding money owed and from the date
of non- payment interest at a rate of a 2% per month for every month not paid, or the highest rate available by law.


 


(g)          Testing: The Company warrants and
represents that, beginning in April 2014, upon return of Product to the Lab for testing that the results from said test shall be
provided to the providers, on average, no more than 15 days after receipt.


 


2.             Consideration.


 


(a)          Purchase Price. The Company
agrees to sell -the Product to Millennium during the Term in an amount equal to * per Unit purchased by Millennium (as it may be
amended pursuant to this paragraph, the "Per Unit Price"). All prices shall be F.O.B. the Company's place of distribution
identified by the Company from time to time as the shipping point for the particular Product being purchased (the "Company
Distribution Point"). Notwithstanding anything to the contrary in this Agreement, the Company may increase the Per Unit Price
to reflect any actual direct costs increases in the Company's out of pocket expenses of manufacturing, packaging and labeling the
Product (including costs of source materials and components), which increase may be implemented by delivery of written notice to
Millennium at least thirty (30) days in advance of the effective date of any such increase.


 


(b)          Fair
Market Value Sale Price. Millennium shall determine the prices and other financial terms and conditions under which it will
re-sell the Product; provided. however, that all sales or transfers of the Product by Millennium to third parties will
be at priices that reflect "fair market value" within the meaning of 42 CFR 411.351.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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(c)          Payments.
All payments required for purchase of the Product shall be made in full by wire transfer on the applicable date for such purchase
set forth in the table found in Section 1(a)(xi) above; provided, however, that the parties acknowledge and agree that of the
first $1,000,000 of purchase price for Product, $300,000 has been received by the Company on or prior to the date hereof, $350,000.00
is to be paid by Millennium by October 31, 2013, ("Payment A"), and the remaining $350,000.00 shall be paid by Millennium
to the Company on April 1, 2014, after Millennium has received a total of 50,000 Units from Company, ("Payment B") in
accordance with the schedules herein. Any payments that are past-due from time to time will bear interest at the lesser of 2.0%
per month or the maximum rate permitted by law.


 


(d)          Shipping; Taxes. Millennium shall
be responsible for all shipping, freight, insurance, duty and customs charges related to the Product ordered following Millennium's
acceptance of Product at the Company Distribution Point. The risk of loss shall pass to Millennium upon release to Millennium's
carrier at Company Distribution Point. Any and all customs, tariffs and duties or excise, sales, use, value-added or other taxes
or levies imposed on Millennium or the Company by any governmental body in the Territory or any other geographic areas where Millennium
receives or sells Product, in each case, in connection with the sale or shipment of the Product to or by Millennium, shall be paid
(or reimbursed to the Company) by Millennium.


 


3.          Representations
and Warranties of the Company. The Company hereby Represents and Warrants
to Millennium that:


 


(a)          Organization
and Authorization. The Company is a corporation duly organized under the
laws of the State of Delaware and it has all necessary corporate power to enter into this Agreement. The execution and delivery
of this Agreement has been duly authorized by all necessary corporate action and this Agreement, once executed and delivered, shall
be a legal, valid and binding obligation of the Company enforceable in accordance with its respective terms.


 


(b)           Compliance.
The Company's sole warranties to Millennium with respect to the Product are that: (i) the written descriptions of the components
that are included in the Product and/or its labeling will be accurate and complete and such components shall perform their functions
in accordance with their labeling; (ii) Product delivered to Distributor shall be free from material defects in manufacturing that
prevent sale thereof during the period from shipment until the expiration date; (iii) the Product provided hereunder shall conform
to, and be in compliance with all applicable laws and regulations and be free from encumbrance or lien; (iv) the Company has, and
shall have, at all times throughout the Term of this Agreement, whether by right, title or interest, including by license or otherwise,
the intellectual property rights that are required to use, manufacture, market, offer to sell, sell, import and export the Product
in accordance with the terms of this Agreement and neither this Agreement
nor the offer or sale by Millennium of the Product in strict accordance with this Agreement shall infringe an third party rights.
The Company further warrants that it shall comply with all applicable laws and regulations with respect to the sale of the Product
to Millennium, and any Product sold and delivered by the Company to Millennium may be lawfully sold to the end users in the Territory
in strict accordance with the terms of this Agreement.


 


* The confidential
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The Company's warranties set forth herein run only
to Millennium and unless a proper claim is made against Millennium based upon Company's express warranties hereinabove, and written
notice of and the responsibility for which claim is promptly directed by Millennium to Company, the Company shall have no warranty
obligation whatsoever to Millennium's sub distributors or other customers or to customers of the sub distributors. EXCEPT AS STATED
IN THIS SECTION 3(b), THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES ON THE PRODUCT, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTIES OF THEIR MERCHANTABILITY OR THEIR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM
COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES MAY NOT BE DISCLAIMED, SUCH WARRANTIES ARE EXPRESSLY
LIMITED TO LESSER OF THE DURATION OF THE EXPRESS WARRANTY STATED BY THE COMPANY ON THE PRODUCT OR WITH THEIR PACKAGING OR TO SUCH
PERIOD AS IS REQUIRED BY LAW.


 


4.          Representations
and Warranties of Millennium. Millennium hereby


Represents and Warrants to the Company that:


 


(a)          Organization
and Authorization Millennium is a limited liability company duly organized under the laws of the State of New York, it has
all necessary power to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized by all
necessary corporate action and this Agreement, once executed and delivered, shall be a legal, valid and binding obligation of Millennium
enforceable in accordance with its terms.


 


(b)          Compliance.
Millennium shall, in performing its obligations hereunder, (i) comply in all material respects with all applicable laws and regulations,
including, without limitation relating to advertising, marketing, distribution and sales of the Product; (ii) keep such records
with regard to its sales of the Product as are required by any applicable laws or regulations and by Section l(a)(viii) hereof;
(iii) advise the Company promptly concerning any information that may come to its attention as to charges, complaints or claims
regarding the Company or the Product by Millennium's customers or others; and (iv) make no representations, warranties, claims
or assertions, in any media or forum, either orally or in writing, with respect to the Product or the use of the Product whatsoever,
except (1) as expressly authorized by Company in writing (which authorization may be revoked at any time); (2) as expressly stated
on the Company's labeling on the Units or Marketing Materials provided to Millennium by the Company (and not revoked or changed
since the original printing thereof).


 


(c)          Legal
Matters. Millennium attests that it is not excluded, debarred or suspended by the Office of the Inspector General of the United
States Department of Health and Human Services or by the General Services Administration or by any state health care program under
42 U.S.C. § 1320a-7 or under the Federal Employees Health Benefits Program and is not aware of any pending or threatened exclusion,
debarment or suspension actions against it.


 


* The confidential
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5.          Term.
The Agreement shall become effective on the Effective Date, and unless earlier terminated in accordance with the provisions hereof,
shall continue in full force and effect until the five year anniversary of the date hereof (the "Term").


 


6.          Termination:


 


(a)          Millennium
shall have the right to terminate this Agreement effective as of any one-year anniversary of the Effective Date of this Agreement
upon prior written notice to the Company delivered not more than one hundred twenty (120) days and not fewer than ninety (90) days
prior to the anniversary desired to be the termination date.


 


(b)          If
as of the end of any period set forth in the table in Section l(a)(x) above, Millennium has failed to meet its minimum sales requirement
for such period as to either the Oral Product or Derm Product, the Company shall have the right to terminate all of the provisions
of this Agreement relating to such affected Product by delivery of at least thirty (30) days prior written notice; provided, however,
that if the provisions of this Agreement with respect to only the Oral Product or the Derm Product are terminated pursuant to this
sentence, the provisions of Section I(a)(xi) shall be unaffected as to the other remaining Product. In addition, if as of the end
of any period set forth in the table in Section l(a)(xi) above, Millennium has failed to meet its minimum Unit purchase requirement
for such period, the Company shall have the right to terminate this Agreement by delivery of at least thirty (30) days prior written
notice. Provided, however that:


 


		i.	If Millennium does not make Payment B within 5 business
days of receipt of the first 50,000 Units pursuant to Section 2(c) herein, this Agreement shall terminate without any further
right to Notice or an opportunity to cure, and Millennium shall relinquish any right to repayment of any portions of the $300,000
previously paid or Payment A, it being understood by the parties that these payments shall constitute consideration, as well as
reasonable liquidated damages and compensation to the Company for losses the Company has suffered and will continue to suffer
for hiring and training the staff necessary to provide Laboratory Testing Services in connection with the laboratory processing
of tests derived from the sale of Units previously committed to Millennium, for the purchase of specialized testing equipment
to facilitate such laboratory processing, for the building of Units for Millennium, and for the Company's lost opportunity in
foregoing other exclusive distribution relationships in oral and skin cancer testing.



 


* The confidential
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		ii.	If the Company does not deliver the 30,000 Units on or
before February 28, 2014, Payment B will not be due the Company and as with regard to this and any subsequent failure by the Company
to meet any of its Unit delivery requirements during the term of this Agreement, Millennium may exercise its rights to build for
themselves whatever number of Units is lacking from the required delivery amount under the provisions of paragraph 1(f). Upon
failure to deliver by the Company such required Units all monies paid to the Company by Millennium for Units which have not been
delivered, shall be immediately returned within S business days of failed delivery. If the money is not returned within the 5
business days herein, then the Company shall be required to pay as liquidated damages an amount equal to 10% of the outstanding
money owed and from the date of non- payment interest at a rate of a 2% per month for every month not paid, or the highest rate
available by law.



 


(c)          In
the event of the occurrence of any of the following events to either the Company or Millennium, the other party may terminate the
Agreement by written notice to the other party:


 


		i.	If a party continues in material breach of this Agreement
for more than thirty (30) days after written notice is given (delivered by overnight mail) to the breaching party to remedy such
breach; or



 


		ii.	If either party shall (i) be dissolved, (ii) apply for
or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself of all
or a substantial part of its property, (iii) make a general assignment for the benefit of its or his creditors, (iv) commence
a voluntary case under Title 11 of the United States Bankruptcy Code or any successor thereto (the "Bankruptcy Code"),
any state bankruptcy law or any law similar to any of the foregoing, (vi) file a petition seeking to take advantage of any law
relating to bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of debts, or (vii) fail to controvert
in a timely and appropriate manner, or acquiesce in writing to, any petition filed against the party in an involuntary case under
the Bankruptcy Code, any state bankruptcy law or any law with a purpose or otherwise similar to any of the foregoing.



 


* The confidential
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(d)          Termination
or Amendment for Change in Law. Notwithstanding anything to the contrary contained herein, in the event that during the Term
(1) any provision of the Agreement is deemed by any governmental entity to be invalid, unenforceable or in violation of any applicable
laws or regulations; (2) any governmental entity determines that any provision of the Agreement would violate any applicable laws
or regulations without the inclusion of a provision contained herein;
(3) any change in laws or regulations (including a change in the interpretation or enforcement of existing laws and regulations
or new guidance provided under existing laws and regulations) is enacted, adopted or implements that either party determines in
its reasonable discretion, (i) could have a material adverse effect on this Agreement or (ii) would make performance of the Agreement
or any provision thereof unlawful, illegal or commercially impracticable, or poses substantial risk thereof (any of the events
described in sub-clauses (1), (2) or (3), a "Material Adverse Change in Law"), then, in such event, the parties agree
that they shall negotiate in good faith and attempt to agree on a new agreement or amendments to this Agreement designed to address
any problems such Material Adverse Change in Law may cause, with the mutual goal of finding a solution that avoid the adverse effects
of the Material Adverse Change in Law and that allows for the continuation of the Agreement on terms as close to the terms of this
Agreement (including any amendments then in effect) as practicable. If the parties are unable to so agree within ninety (90) days
after the enactment, adoption or implementation of the Material Adverse Change in Law, then any party may terminate this Agreement
immediately upon delivery of notice of such termination to the other party. If neither party elects to terminate this Agreement
in accordance with the preceding sentence, this Agreement shall continue in full force and effect, except that to the extent any
provision has been held to be illegal, invalid or unenforceable such provision shall be deemed not to form a part of this Agreement.


 


(e)          Termination
Upon Company Sale Transaction. Upon the occurrence of a Company Sale Transaction, the Company shall have the right to terminate
this Agreement upon thirty (30) days prior written notice at any time during the Term for any reason or no reason; provided,
however, that (i) in no event may the Company give notice under this Section 6(e) prior to * and (ii) in the event that the
Company exercises such termination right under this Section 6(e) at a time when Millennium is not in breach of any minimum requirements
in the tables in Section l(a)(x) or (xi) and Millennium has not brought any legal actions alleging that Company has caused such
breach by Millennium, at the closing of said transaction, Millennium shall receive directly from proceeds a Termination Fee equal
to (i) Millennium's gross sales (within the meaning of U.S. generally accepted accounting principles) of Product for the immediately
preceding twelve month period multiplied by five (5 times gross sales) and (ii) a payment equal to * multiplied by Millennium's
remaining unsold (saleable within expiration date) Units. The Company may revoke any termination notice given under this Section
6(e) prior to the effective date of termination given in such notice. For clarity, no Termination Fee shall apply to a termination
effected in accordance with any other provision of Section 6. For purposes of this Section 6(e), "Company Sale Transaction"
shall mean (i) any merger, consolidation, recapitalization, sale of equity or other transaction or series of transactions in which
the holders of the outstanding equity of the Company immediately prior to such transaction do not own a majority of the outstanding
equity of the surviving entity after the closing of such transaction, or (ii) a sale or disposition of all or substantially all
of the Company's assets, or (iii) a sale or disposition of all or substantially of the Company's assets related to its oral cancer
business, in each case, to any person a majority of the outstanding equity of which is not owned by persons who owned a majority
of the outstanding equity of the Company before the transaction.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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(f)          Effect
of Termination. Unless otherwise set forth within this Agreement, in the event of termination of this Agreement for any reason,
Millennium shall, upon the effective date of termination, immediately cease selling the Product and cease all use of the Company's
Trademarks, Marketing Materials and/or other confidential information. Thereafter, Millennium shall not sell or offer, directly
or indirectly, any products bearing Trademarks labels, or packaging, or bearing any other identification so resembling those used
with the Product as to be likely to cause confusion, mistake, deceive the public, or trade upon the good will of the Product. Millennium
shall return within thirty (30) days of termination any and all inventory of Product and Marketing Materials on hand as of the
effective date of such termination. Notwithstanding, if Millennium terminates this Agreement in accordance with section 6 (c) i,
Company agrees to pay Millennium an amount equal to $10 multiplied by Millennium's remaining unsold (saleable within expiration
date) Units,


 


7.          Additional
Agreements.


 


(a)          The
Company agrees to supply, at its sole cost and expense, all of the required equipment and facilities necessary to perform its obligations
under this Agreement.


 


(b)          Millennium
agrees to supply, at its sole cost and expense, all of the required equipment and facilities necessary to perform its obligations
under this Agreement


 


(c)          If
and to the extent that Millennium wishes to order Units in addition to those contemplated to be purchased and sold under Section
l(a)(xi), Millennium shall be responsible for providing to the Company all purchase orders and other data in suitable format as
specified by the Company necessary to place such orders, including specifications for quantities, turn-around times and other relevant
specifications. All purchase orders for such additional Units and sales of the Product by the Company to Millennium thereunder
shall be subject to, and governed by, the terms and conditions of this Agreement which shall supersede the terms and conditions
of any purchase order, acknowledgement or similar document. No such additional order by Millennium shall be binding on the Company
unless and until accepted in writing by the Company.


 


(d)          Claims
of Millennium for errors in the Product provided by Company, shortages in the Product provided by Company or non-compliance with
Product warranties specified in Section 3(b) must be reported to the Company in writing within ten (10) days of Millennium's discovery
of such non-compliance or Millennium waives such claims. Except as set forth in the preceding sentence, all sales/deliveries to
Millennium are final. Millennium shall have no right to return Product to the Company, except to the extent a valid claim is made
pursuant to Section 3(b).


 


(e)          Millennium's
Employees and Agents. During the Term of this Agreement, and upon and after any termination or cancellation hereof, Millennium
shall be solely responsible and liable for any and all compensation or benefits payable to employees and agents of Millennium.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	13



    	 



    

 


(f)          Recalls.
In the event Company recalls any Product sold by Millennium in the Territory, Millennium shall reasonably assist Company with such
recall. Company agrees to give prompt notice to Millennium in the event that Company recalls any Product, or ceases or suspends
the sale of any Product due to any problem which relates to such Product's safety or compliance with law. Without limiting the
generality of the foregoing (a) upon the Company's request in connection with any recall, Millennium shall provide the Company
all information necessary to allow the Company to send appropriate recall notices to any Millennium customers in accordance with
applicable law and standard industry practice; and (ii) upon the Company's request in connection with any recall, Millennium shall
send appropriate recall notices to any Millennium customers in accordance with applicable law and standard industry practice. Upon
any recall of either Product, Company shall immediately reimburse Millennium for any and all units returned to Company, at the
price for which Millennium paid for same as more fully set forth herein.


 


8.               Indemnification.


 


(a)          Subject
to the limitations of Section 8(c) below, the Company agrees to indemnify and hold Millennium, its managers, members, officers,
and employees (collectively, "Millennium Indemnified Parties"; each, a "Millennium Indemnified Party") harmless
from and against any and all costs, losses, liabilities, damages, claims or expenses (including, without limitation, reasonable
attorney's fees and expenses) (collectively, "Losses") incurred by an Indemnified Party in connection with a third-party
claim arising out of, related to, occasioned by or attributable to: (i) any breach by the Company or any of its directors, officers,
employees or agents of any representation, warranty or covenant made by the Company herein; or (ii) the gross negligence or willful
misconduct on the part of the Company, or any of its directors, officers, employees or agents in its/their performance of this
Agreement. Notwithstanding anything herein to the contrary, the foregoing indemnity will not apply to Losses to the extent that
such Losses have resulted from the willful misconduct, bad faith, fraud or gross negligence of, or breach of this Agreement by,
a Millennium Indemnified Party.


 


(b)          Subject
to the limitations of Section 8(c) below, Millennium shall indemnify and hold the Company and its directors, officers, employees
and shareholders (collectively, "Company Indemnified Parties"; each, a "Company Indemnified Party") harmless
from any Losses incurred by a Company Indemnified Party in connection with a third-party claim arising out of, related to, occasioned
by or attributable to: (i) any breach by Millennium or any of its managers, members, officers or employees of any representation,
warranty or covenant made by Millennium herein; or (ii) the gross negligence or willful misconduct on the part of Millennium, or
any of its managers, members, officers or employees in its/their performance of this Agreement. Notwithstanding anything herein
to the contrary, the foregoing indemnity will not apply to Losses to the extent that such Losses have resulted from the willful
misconduct, bad faith, fraud or gross negligence of, or breach of this Agreement by, a Company Indemnified Party.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	14



    	 



    

 


(c)          Limitations
of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY ANYWHERE IN THIS AGREEMENT, MILLENNIUM'S EXCLUSIVE
REMEDY AND THE COMPANY'S LIMIT OF LIABILITY FOR ANY AND ALL PRODUCT WARRANTY CLAIMS HEREUNDER, SHALL BE FOR THE REPLACEMENT OF
THE PARTICULAR PRODUCT WITH RESPECT TO WHICH SUCH CLAIMS ARE ASSERTED UNDER SECTION 3(B). EXCEPT FOR OBLIGATIONS OF INDEMNITY FOR
THIRD PARTY CLAIMS NOT LIMITED BY THE PRECEDING SENTENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM THE PRODUCT OR ANY OTHER ACTIVITIES OF THE PARTIES UNDER THIS AGREEMENT.


 


NOTWITHSTANDING ANYTHING TO THE CONTRARY
ANYWHERE IN THIS AGREEMENT, THE TOTAL LIABILITY THAT THE COMPANY WILL HAVE TO MILLENNIUM UNDER OR IN CONNECTION WITH OR RELATED
IN ANY MANNER TO THIS AGREEMENT, OTHER THAN PURSUANT TO A SALE TRANSACTION UNDER SECTION 6(e), (UNDER ANY THEORY OF LIABILITY,
AND INCLUDING, WITHOUT LIMITATION, ON ACCOUNT OF DAMAGES FOR BREACH OF CONTRACT, TORT, OR OTHERWISE) SHALL NEVER EXCEED AN AGGREGATE
OF $5 MILLION (FIVE MILLION) DOLLARS.


 


(d)          Indemnification
Procedure. Upon obtaining knowledge of any third-party claim (a "Third-Party Claim") which gives or could
give rise to a right of indemnification under this Agreement, the party requesting indemnification ("Indemnitee")
shall provide notification to the other party ("Indemnitor") within seven (7) days describing the amount and
nature of the Third-Party Claim; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor
of its obligation to defend, indemnify, and hold the Indemnitee harmless to the extent it reasonably demonstrates its defense or
settlement of the Claim was adversely affected thereby. The Indemnitor shall have sole control of the defense and of all negotiations
for settlement of any Third-Party Claim and the Indemnitee shall cooperate with the Indemnitor in the defense or settlement of
any such Claim at the Indemnitor's expense. Notwithstanding the foregoing, the Indemnitor shall not settle any claim unless such
settlement completely and forever releases the Indemnitee from all liability with respect to such Claim or unless the Indemnitee
consents to such settlement in writing. Where the Indemnitor does not request the Indemnitor to cooperate in the defense or settlement
of any such Claim in which the Indemnitee is involved, the indemnitee may participate in the defense of the Claim at its own expense.
If Indemnitor does not assume defense of the Third-Party Claim, the Indemnitee will defend or settle the Third-Party Claim, utilizing
counsel of the Indemnitee' s choice, and Indemnitor shall reimburse the Indemnitee an amount equal to the aggregate of (i) the
liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in connection with the enforcement of the indemnification
obligations set forth herein (including reasonable attorney's fees and costs), plus (iii) interest at the highest amount permitted
by law on the aggregate amount of the liabilities, plus the other costs and expenses incurred by the Indemnitee.


 


(e)          Millennium
shall maintain a commercial general liability insurance policy, including products and completed operations, contractual liability
and personal and advertising injury coverages (and other such coverages as are generally maintained by businesses involved in the
same activities as contemplated to be conducted by Millennium hereunder), with limits of not less than two million dollars ($2,000,000
occurrence and two million dollars ($2,000,000) in the aggregate. Millennium will cause a certificate of insurance evidencing the
above to be presented to the Company upon execution of this Agreement. Millennium will place insurance with carriers with a BEST
rating of A minus VII or better qualified to write insurance in the State of New York.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	15



    	 



    

 


9.               Confidentiality.


 


(a)          Millennium
and the Company, each in its capacity as a recipient of the other party's Confidential Information (a "Receiving Party")
will not, during or subsequent to the term of this Agreement: (i) use such Confidential Information (as defined herein) for any
purpose whatsoever other than the performance of the transactions contemplated in this Agreement, or (ii) disclose such Confidential
Information to any third party without the disclosing party's ("Disclosing Party's") prior written approval; provided,
however, in each such case, the Receiving Party shall be able to use and disclose the Disclosing Party's Confidential Information
as necessary to permit such Receiving Party to perform its obligations under this Agreement. Millennium and the Company agree that
all Confidential Information will remain the sole property of the Disclosing Party. Each party in its capacity as a Receiving Party
also agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Disclosing Party's Confidential Information
in its possession. For purposes of this Section 9, the term "Confidential Information" as used in this Agreement with
respect to a Disclosing Party shall mean information not generally available to the public regarding the Disclosing Party, including
without limitation, trade secrets, patented or other proprietary information, forms, information regarding operations, systems,
methods, processes, financing, services, know how, computer and any other processed or collated data, computer programs, pricing,
marketing and advertising data of each party. For clarity, OralCDx and DermCDx customer lists including all of Millennium's customer
data developed from their activities conducted under this Agreement regarding the OralCDx and DerrnCDx purchase patterns of all
customers shall be the Confidential Information of the Company. Confidential Information does not include information that (i)
is known to the Receiving Party at the time of disclosure to such party, (ii) has become publicly known and made generally available
through no wrongful act of the Receiving Party, (iii) has been rightfully received by the Receiving Party from a third party who
is authorized to make such disclosure without confidentiality restrictions, or (iv) is proven by competent evidence by the Receiving
Party that it was independently conceived of or discovered by such party without reference to or use of the Disclosing Party's
confidential information.


 


(b)          Millennium
and the Company each acknowledge that such covenants are necessary to protect the legitimate business interests of the Company
and Millennium and that any violation thereof would result in irreparable harm to the Company or Millennium. Accordingly, each
party agrees that upon the violation or threatened violation by such party of any of the restrictions contained in this Section
9, the other party shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction
(without the necessity of posting a bond or other security) as well as any other relief provided at law or equity, 'under this
Agreement or otherwise without any obligations to post any bond. In the event any of the foregoing restrictions are adjudged unreasonable
in any proceeding, then the parties agree that period of time or scope of such restrictions (or both) shall be adjusted in such
a manner or for such a time (or both) as is adjudged to be reasonable.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




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10.         Force
Majeure. Any delays in or failure of performance by either party under this Agreement shall not be considered a breach hereof
if such delay or failure is occasioned by an event beyond the reasonable control of the party affected ("force majeure");
provided that any party whose performance is so delayed shall give prompt notice thereof to the other party and shall use all reasonable
endeavors to comply with the terms of this Agreement as soon as possible. Force majeure in this context shall include acts of government,
acts of God, fires, floods, explosions, riots, civil disturbances, strikes insurrections, earthquakes, wars, rebellion and epidemics.


 


11.        Relationship of Parties. The relationship
between the parties hereto is that of independent contractors. Neither party hereto is an agent, partner or employee of the other
and neither party has any right or any other authority to enter into any contract or undertaking in the name of or for the account
of the other or to either assume or create any obligation of any kind, express or implied, on behalf of the other, nor will the
act or omissions of either create any liability for the other. This Agreement shall in no way constitute or give rise to a partnership
between the parties.


 


12.      
Assignment. Neither this Agreement nor any right, title, interest or obligation hereunder shall be assignable or transferable
by either party without the prior written consent of the other party, not to be unreasonably withheld, conditioned or delayed;
provided that either party may assign its right, title, interest or obligation hereunder to (a) a corporation which controls,
is controlled by or is under common control with such party or (b) any successor or purchaser of such party, its equity securities
or all or substantially all of its business or assets (or, in the case of the Company, its oral cancer business or assets alone)
whether via a merger, consolidation, recapitalization, sale of equity or sale or disposition of assets.


 


13.        
Notices. All notices and other communications required or permitted hereunder shall be in writing. Notices and such other
communications may be delivered either (a) personally, against written receipt therefore or (b) by means of a recognized
overnight courier service (such as Federal Express, DEL, Airborne Express or U.S.P.S. Express Mail), (ii) postage paid,
certified or registered mail, return receipt requested, or (iii) electronically confirmed facsimile or e-mail transmission.
Notices shall be address as follows:


 


If to the Company:


 


CDx Diagnostics, Inc.


2 Executive Boulevard


Suffern, New York 10901


Attention: Chief Executive Officer Tel: 845-369-7096


Fax: 845-369-7082


Email: mrutenbergcdxdiagnostics.com


 


With a copy to:


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	17



    	 



    

 


Art
Lerner


Crowell & Moring, LLP


1001 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2595
Tel: 202-624-2820


Fax: 202-628-5116


Email: alerner@crowell.com


 


And to:


 


James Rieger


Tannenbaum Helpem Syracuse & Hirsclitritt LLP


900 Third Avenue


New York New York 10022 Tel: 212-508-6728


Fax: 212-371-1084


Email: Riegerthsh.com


 


If to Millennium:


 


Millennium Medical Devices LLC
400 Garden City Plaza, Suite 440 Garden City, New York 11530


Attention: Dominick Sartorio


Tel: (516) 628-5600


Fax:


Email:dominick@'millenniumhcs.com


 


With a copy to:


 


Finkelstein & Feil, PC


666 Old Country Road, Suite 210 Garden City, New York
11530


Attention: Michael S. Finkelstein, Esq. Tel: (516)
280-3660


Fax: (516) 280-3661


 


or, in the case of any of the
parties hereto, at such other address as such party shall have furnished to each of the other parties hereto in accordance with
this Section 13. Each such notice, demand, request or other communication shall be deemed given (x) on the date of personal delivery,
(y) on the first business day following the date of delivery to th overnight courier service or facsimile or e-mail transmission,
or (z) three business da following such certified or registered mailing.


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	18



    	 



    

 


14. Governing Law.
Choice of Forum, and Counsel Fees. This Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York,
without regard to its conflicts of laws principles. Each party hereby irrevocably and unconditionally consents and agrees that
all actions, suits or other proceedings arising under or in connection with this Agreement shall be tried and litigated
in the state or federal courts located in the county of Nassau in the State of New York, which courts shall have exclusive jurisdiction
to hear and determine any and all claims, controversies and disputes arising out of or related to this Agreement and each party
hereto waives any objection it may have now or hereafter have to venue or to convenience of forum. In any action to enforce this
Agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys' fees.


 


15.         Benefit.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties.


 


16.         Entire
Agreement; Amendments. This Agreement constitutes the entire agreement and understanding
concerning the subject matter hereof and supersedes and replaces any prior negotiations, proposed agreements and agreements, oral
or written, with respect thereto, including that this Agreement replaces and supersedes in its entirety all prior agreements
and understandings by and between the parties, including, without limitation, the Original Agreement (including, without limitation,
any versions thereof which were executed and delivered by the parties on or about January 22, 2013 and January 23, 2013), and any
amendments or purported amendments thereof, whether written or oral, express or implied. Millennium and the Company expressly agree
that any claims arising from or relating to the Original Agreement are released and the parties expressly state, represent and
warrant that they are unaware of and will not assert any claims arising from or relating to the parties' prior dealings or the
Original Agreement or any amendment thereto, whether written or oral, implied or express, including, without limitation, any statement
either party has made about the other or the other's performance or nonperformance under the Original Agreement. This Agreement
may not be modified, amended or terminated except by a writing signed by both parties or their authorized representatives (it being
agreed that an e-mail communication shall not be a writing for purposes hereof).


 


17.         Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.
Any executed signature page delivered by facsimile or PDF e-mail transmission shall be binding to the same extent as an original
executed signature pa without regard to any agreement subject to the terms hereof or any amendment thereto.


 


(Signature Page Follows)


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	19



    	 



    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.


 





	 	CDX DIAGNOSTICS, INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 





	 	MILLENNIUM MEDICAL DEVICES LLC
	 	 
	 	By:	/s/ Domi
	 	 	Name:	Domi
	 	 	Title:	CEO


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	20



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first above written


 





	 	CDX DIAG TICS, INC
	 	 
	 	CDX DIAGNOSTICS, INC.
	 	 
	 	By:	/s/ MARK RUTENBER
	 	 	Name:	MARK RUTENBER
	 	 	Title:	CEO


 





	 	MILLENNIUM MEDICAL DEVICES LLC
	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	


 


* The confidential
portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).


 




    	21