Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS
BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND
HAS BEEN MARKED WITH "[***]" TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.
EXCLUSIVE DISTRIBUTION AGREEMENT
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this "Agreement") is entered into effect
as of the 23rd day of October, 2020 (the "Effective Date") by and between
MEDSCIENCE RESEARCH GROUP, INC., a Florida corporation ("Manufacturer"), and USA
EQUITIES CORP, a Delaware corporation ("Distributor"). Manufacturer and
Distributor are each referred to herein as a "Party" and collectively, the
"Parties."
RECITALS
WHEREAS, Manufacturer is in the business of developing allergy diagnostics and
allergen immunotherapy systems and related components (all such products whether
now or hereafter made available for sale by Manufacturer being hereinafter
referred to as "Products").
WHEREAS, Distributor wishes to obtain, and Manufacturer is willing to grant
Distributor, an exclusive right to distribute the Products for sale to
non-allergy specialist physician customers ("Physician Customers").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations and agreements set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Manufacturer and Distributor, intending to be legally bound, hereby agree as
follows:
1. APPOINTMENT; EXCLUSIVITY; MARKETING AND SUPPORT.
A. Appointment and Exclusivity. Subject to the terms and conditions set forth in
this Agreement, Manufacturer hereby appoints Distributor as its exclusive
distributor of the Products to physicians which are not allergy specialists.
Distributor accepts the appointment as Manufacturer's exclusive distributor of
the Products physicians which are not allergy specialists and agrees to buy for
resale, upon the terms and conditions set forth herein, Products in such
quantities as Distributor shall need to properly service the market.
Manufacturer represents and warrants that the appointment of and sale of
Products to Distributor under this Agreement does not violate any obligations or
contracts of Manufacturer. As a condition of exclusivity, Distributor agrees not
to represent or sell other products which Manufacturer may reasonably determine
to be competitive with the Products, without written approval from Manufacturer.
B. Marketing and Support. Manufacturer will be solely responsible to provide
Distributor with all branding, logos and the elements for marketing materials to
be utilized by Distributor in connection with Distributor's marketing and
promotion of the Products; provided, however, Distributor shall bear all
expenses related to the creation, reproduction and distribution of said
marketing materials. Distributor agrees to use its best efforts to promote,
develop a market, sell, and distribute the Products. Among such other actions as
may be necessary to generate sales of the Products, Distributor will perform at
its expense and to the reasonable satisfaction of Manufacturer the following
duties:
i. Distributor will engage in sales promotion activities in which Products
shall be designated by their correct names and identified as Products of
Manufacturer being marketed by Distributor as an independent distributor.
ii. Distributor will provide all customer service.
iii. Distributor will process all sales by Distributor to Physicians and be
responsible for the