FORM OF EXCLUSIVE DISTRIBUTION AGREEMENT

Distribution Agreement

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Title: FORM OF EXCLUSIVE DISTRIBUTION AGREEMENT
Date: 6/6/2007

DISTRIBUTION AGREEMENT

Parties:

CL Médical s.a.r.l.
28 avenue Général de Gaulle
69110 Sainte Foy Les Lyon
France

hereinafter referred to as the Supplier

and

UROPLASTY Ltd
Unit 3, Woodside Business Park
Whitley Wood Lane
Reading — Berkshire RG2 8LW
The United Kingdom

hereinafter referred to as the Distributor

CL Médical Distribution Agreement 05 May 2005

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1. Definitions

	A)		The “Product” shall mean l-Stop, tension free vaginal tape for the treatment of female urinary incontinence.

	B)		The “Territory” shall mean England, Scotland and Wales.

	C)		“Confidential Material” shall mean any information which is disclosed by one party to the other under or in connection with this agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such)

	D)		“Intellectual Property” means any patent copyright registered design, trade mark or other such industrial or intellectual property right subsisting in the Territory in respect of the Product and applications for any of the foregoing and whether registered or not

	E)		“Force Majeure” means in relation to either party any circumstances beyond the reasonable control of that party (including without limitation any strike lock-out or other form of industrial action);

2. Appointment

	2.1		The Supplier hereby appoints the Distributor as the Exclusive Distributor of the Product in the Territory, and the Distributor hereby accepts such appointment. The Supplier agrees that it will not itself sell Product into the Territory during this agreement

	2.2		All inquiries, orders, communications or leads of any kind relating to the sales of the Product within the Territory shall be referred to the Distributor. The Distributor buys and sells in his own name and for his own account. He acts as an independent trader as regards to both the Supplier and the Customer. The Distributor shall not act in the name of the Supplier.

3. Distributor’s Obligations

	3.1		The Distributor agrees not to represent, sell or manufacture directly or indirectly competitive ‘tension free vaginal tape’ products during the term of this agreement.

	3.2		The Distributor shall not sell the Product to customers having their place of business or in default of such place their place of residence outside the Territory.

	3.3		The Distributor shall transmit to the Supplier all inquiries for the Product from customers residing in the above EU member states or other countries outside the Territory.

	3.4		The Distributor shall not sell the Product in any active way in EU member states, which do not belong to the Territory. This means, inter alia, that he shall refrain from seeking customers, from establishing any branches or from maintaining any distribution depot in these countries for the Product only.

CL Médical Distribution Agreement 05 May 2005

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4. The Supplier’s Obligations

	4.1		The Supplier shall, in accordance with the terms hereof, supply to the Distributor such quantities of any of the Product, as the Distributor requires for distribution and sale in the Territory.

	4.2		Normal maximum delivery time is 2 (two) month from receipt of firm order.

	4.3		The Supplier agrees to place at the Distributor’s disposal technical assistance and training needed by the Distributor and provide the Distributor with Graphics and Media for incorporation into the Distributors marketing documentation.

5. Prices and General Conditions

	5.1		The prices of the Product are set forth in a special price list, Attachment 1 (one) to this Agreement, which is hereby incorporated into this agreement. The Product shall be paid in Euros (EUR). Payment must be done net at 60 (sixty) days after invoice date. All quoted prices are EXW (Ex Works) Sainte Foy Les Lyon.

	5.2		The General Conditions may be changed by the Supplier as for future orders upon one hundred and eighty (180) days prior written notice. The Supplier has the right to terminate the Agreement if the Distributor cannot agree to the changes to the General Conditions.

6. Intellectual property

	6.1		The Supplier authorises the Distributor to use its Intellectual Property in the Territory on or in relation to the Product for the purposes only of exercising its rights and performing its obligations under this agreement.

	6.2		The Distributor shall ensure that each reference to and use of any of the Intellectual Property by the Distributor is in a manner from time to time approved by the Supplier.

	6.3		The Distributor shall not:

	6.3.1		make any modifications to the Product or its packaging;

	6.3.2		alter, remove or tamper with any trade marks, numbers, or other means of identification used on or in relation to the Product;

	6.3.3		use any of the trade marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Supplier therein;

	6.3.4		use in the Territory any trade m