DISTRIBUTION AGREEMENT

(1)

Effective 01.04.2003 HemoSense assigns to Inamed the right to distribute the Contractual Products defined in § 2 in the Contractual Territory defined in § 3.

(2)

Inamed shall purchase and sell the Products in its own name and for its own account.

(3)

Inamed shall act as a free and independent contractor.

(4)

Unless otherwise agreed in writing in a particular case, Inamed shall have no right to represent HemoSense for the purpose of entering into legal transactions, nor to assume obligations on HemoSense’s behalf. Inamed shall refrain from doing anything that may give third parties the impression that they are authorized to do so.

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

(5)

HemoSense shall be entitled to appoint a representative to represent its marketing interests. At the time of entry into this agreement, this function is being performed by the firm of I•Med•Pro GmbH, Max-Planck-Str. 22, 50858 Cologne. HemoSense reserve the right to appoint the representative themselves and, if need be, to replace the representative and dismiss it without replacement, had to limit or cancel its responsibilities and proxy and the nature and scope thereof at any time by written or electronic communication to Inamed. Details of the powers of representation of I•Med•Pro GmbH are set forth in Exhibit 3 . They have no powers other than those set forth therein.

(1)

Contractual Products are the products listed in Attachment 1.

(2)

Should HemoSense decide after conclusion of this agreement to add further products to its sales program, they may be offered to Inamed for them to distribute, but subject to newly defined conditions. If the product newly added to the sales program is the followup product of a product withdrawn from the sales program and if it is similar in terms of price and function to the same, the newly-added products shall automatically become a Contractual Product, with the result that the terms and conditions hereof shall automatically apply.

(3)

Within its general distribution policy is entitled to change single Contractual Products or withdraw single products from the Contractual Products; the total supply of Contractual Products, however, shall not be changed considerably hereby; Inamed will be given at least 2 months prior written notice of any such changes. If, when Inamed receive a written notice from HemoSense, they have already concluded a purchase contract with a client for the product(s) concerned or otherwise given some relevant binding declaration, and if Inamed inform HemoSense accordingly immediately after receiving written notice, then HemoSense shall be obliged to sell and deliver to Inamed the number of products concerned.

(1)

The Contractual Territory is the territory described in Attachment 2 (the Länder ).

(2)

The parties are in agreement that the Contractual Territory will be Inamed’s main sales territory, it being understood that this shall not constitute any geographical limitation on Inamed’s distribution rights.

(3)

Inamed distribution rights are non-exclusive. HemoSense shall have the right to distribute the Contractual Products through other distribution intermediaries.

(1)

Inamed shall preserve the confidentiality of the business and trade secrets of HemoSense, including after expiry of this Agreement. Inamed shall also oblige their employees accordingly.

(2)

Inamed shall inform HemoSense about the market situation in the Contractual Territory and, upon learning of legal changes or of changes in requirements for official approval, about customers’ requests, the popularity of the Contractual Products, the

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

(3)

Inamed is aware that the Contractual Products are medical devices that are governed by special legislation. This applies in particular to the system of reporting injuries to patients which is regulated by the law. Inamed agrees to comply with this legislation, too, and to notify the competent bodies of any occurrences without delay.

(4)

Inamed shall immediately inform HemoSense of all actual and suspected violations of fair competition and all actual and suspected infringements of labeling and name rights, intellectual property rights, copyrights and related rights by third parties of which they become aware and which affect HemoSense or the Contractual products. Inamed shall use their best efforts to support HemoSense in defending itself against such infringements.

(5)

Inamed shall instruct their customers in the proper use and maintenance of the Contractual Products.

(6)

Inamed shall be obliged to distribute the Contractual Products under the trademarks and packed and presented as specific by HemoSense.

(7)

Inamed shall provide regular training courses for their staff during the life of this Agreement.

(1)

HemoSense is obliged to take into reasonable consideration the interests of Inamed and support Inamed in their activities.

(2)

HemoSense must provide Inamed with the information and documents required for its distribution activities, such as instruction materials and brochures, free of charge. All documents - to the extent not provided to customers or the training centers in the ordinary course of Inamed’s business - shall remain the property of HemoSense.

(3)

At the beginning of the Agreement HemoSense shall offer two training sessions for the Contractual Products, which Inamed should attend.

(4)

HemoSense shall ensure that the distribution of the Contractual Products in the Contractual Territory accordance with the provisions of this Agreement does not lead to the violation of any statutes or regulations and, in particular, that any official permits, designations and approvals needed have been issued by the health insurance funds (Krankenkassen).

(5)

HemoSense shall keep confidential the business and trade secrets of Inamed and oblige its employees accordingly; this obligation shall survice the termination of this Agreement.

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

(6)

HemoSense shall take measures to guarantee Inamed sufficient supplies of strips for patients using the INRatio Kit for a period of [***] - particularly in the event of insolvency. [***] of these strips will be deposited in trust by HemoSense at the latter’s expense with a third party to be designated by HemoSense. Until further notice the trustee shall be the firm of I•Med•Pro GmbH. The strips will be deposited for a period of [***] months from the date of delivery of the device concerned to Inamed. As the [***] pass, the number of strips deposited may be reduced pro rata; once the [***] period has expired there is no longer any need for any strips to be deposited for the device concerned. On enquiry Inamed shall inform HemoSense without delay about the delivery dates of the devices and the residual periods. Inamed may only require the trustee to surrender the strips if and to the extent that it needs them in order to be able to perform its own delivery obligations vis-à-vis customers and HemoSense is not in a position to supply the strips. HemoSense reserves the right to find equivalent solutions (e.g. replace the devices with other makes available on the market). HemoSense shall inform Inamed without delay if it starts using a different trustee.

(1)

Inamed plans to purchase and take delivery of the following quantities of Contractual Products from HemoSense:

a.

in the first year after signing of the Agreement and approval: [***] INRatio Kits and [***] Strips (boxes with 12 strips each)

b.

on conclusion of the Agreement: a starter pack with 10 INRatio Kits.

(2)

Inamed shall be obliged to set up and maintain at their own expense an inventory with a complete range of the Contractual Products.

(3)

Each month Inamed shall prepare a sales forecast for the next six months.

(1)

HemoSense shall sell the Contractual Products to Inamed at its end user list prices applicable at the time of entry into the respective sales contract, less a discount of a certain amount. The end user list prices in force at the time of entry into this Agreement and the respective discounts are set forth in Attachment 1.

(2)

For each order of at least [***] INRatio Kits Inamed will receive a training set free of charge.

(3)

By granting the discount pursuant to the above, all claims of Inamed’s against HemoSense in connection with their activities to be performed under this Agreement shall be fully settled. This does not apply to claims out of other agreements yet to be concluded (e.g. marketing agreements).

(4)

The following terms of payment shall apply to individual sales contracts which are concluded and performed between HemoSense and Inamed under this Agreement:

a.

All HemoSense’s prices are exclusive of the applicable statutory value-added tax and apply ex warehouse of HemoSense’s European importer (currently I•Med•Pro GmbH) and do not include forwarding costs, which shall be invoiced separately. Inamed will not be charged any forwarding costs if Contractual Products to a value of at least [***] after deduction of discounts are ordered.

b.

HemoSense’s invoices shall be due for payment within 30 days of delivery; [***] cash discount will be granted in case of payment within 14 calendar days of delivery. Payments by Inamed shall not be deemed to have been made until HemoSense is able to dispose of the amount concerned. In the event

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

c.

Inamed can only off