DISTRIBUTION AGREEMENT

Distribution Agreement

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This Distribution Agreement involves

MATRITECH INC/DE/

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Title: DISTRIBUTION AGREEMENT
Governing Law: Massachusetts Date: 11/9/2006
Industry: BIOTRX

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WWW.EXFILE.COM, INC. -- 14723 -- MATRITECH, INC. -- EXHIBIT 10.2 TO FORM 8-K

EXHIBIT 10.2

Distribution Agreement

Distribution Agreement made this 3rd day of November, 2006 by and between Inverness Medical Innovations, Inc., with offices at 51 Sawyer Road, Suite 200, Waltham, MA 02453 on behalf of itself and its subsidiaries (“Inverness”) and Matritech, Inc., a Delaware corporation with its principal place of business at 330 Nevada Street, Newton, MA 02460 (“Matritech”).

Whereas, the parties are desirous of entering into arrangements for the distribution by Inverness of the NMP22^® BladderChek^® Test to OTC Customers in the event that clearance for such sales is obtained from the FDA (as hereinafter defined) in the United States,

Now, therefore, in consideration of the premises and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1.0 Definitions

1.1 FDA	means the United States Food and Drug Administration.

1.2 Field	means the non-prescription, over the counter (OTC), direct to consumer market which includes but may not be limited to retail pharmacies.

1.3 Identified
Confidential
Information	means any information or data, regardless of whether it is in tangible form, disclosed by either party (the “disclosing party”) that the disclosing party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “receiving party”); provided, however, that reports and/or information related to a disclosing party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services shall be deemed Identified Confidential Information of the disclosing party even if not so marked or identified. Confidential Information shall not include any information which a) can be demonstrated to have been in the public domain or publicly known prior to the date of disclosure by disclosing party; or b) can be demonstrated, from written records, to have been in the receiving party’s possession from another source not under obligation of secrecy to the disclosing party prior to disclosure by the disclosing party; or c) becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by the

	receiving party; or d) can be demonstrated to have been independently developed by the receiving party without the use of the disclosing party’s Confidential Information;

1.4 Products	means Matritech’s NMP22 BladderChek Test, a point of care, urine test, an aid in the detection and management of bladder cancer, and subsequent versions thereof.

1.5 Territory	United States of America.

2.0 Regulatory Approvals

Matritech shall secure all necessary regulatory approvals for the marketing and sale of the Product within the Field in the Territory. Matritech shall be responsible for and shall the conduct of all necessary clinical trials and the submission of all regulatory filings with the FDA or elsewhere to obtain regulatory approvals for marketing and sale of the Product within the Field in the Territory. The first $[ ** ] of the documented costs of any such trials shall be borne by Matritech, after which Inverness shall pay any such costs. Inverness agrees to cooperate with Matritech in its efforts to secure regulatory approval.

3.0 Appointment as Distributor