FORM OF HENRY SCHEIN, INC. DISTRIBUTION AGREEMENT

Exhibit 10.1

Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].

FORM OF HENRY SCHEIN, INC. DISTRIBUTION AGREEMENT

          This Distribution Agreement (“Agreement”) is made and entered into as of July 29, 2005 (“Effective Date”) by and between Henry Schein, Inc. (“HSI”), on behalf of itself and its wholly-owned U.S. subsidiaries (“Subsidiaries”) to participate under this Agreement (HSI and the Subsidiaries, individually and collectively referred to herein as “Buyer”), having its principal place of business at 135 Duryea Road, Melville, New York 11747, and Laserscope (“Seller”), having its principal place of business at 3070 Orchard Drive, San Jose, California 95134.

          In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency of which is acknowledged by both parties, the parties above agree as follows:

1.    Appointment. Subject to the terms and conditions set forth herein, Seller appoints Buyer as its nonexclusive national distributor for the resale of all products of Seller listed on Exhibit A (the “Products”) to physicians and physician practices within the United States of America including the District of Columbia, all 50 states, and all its territories and possessions (the “Territory”), and Buyer accepts such appointment. Subject to the terms and conditions set forth herein, such appointment shall be in effect for a period of three (3) years following the Effective Date and shall continue automatically in effect for successive terms of three (3) years each until terminated as described in Section 12 below. Buyer’s rights hereunder are non-assignable (except in accordance with Section 14(d) below), non-licensable and non-sublicensable.

2.    Price. Seller shall sell the Products to Buyer in such quantities as Buyer may order and at the [**] delivered to Buyer’s principal place of business. [**] .

3.    Representations and Warranties.

          3.1    Seller hereby represents and warrants to Buyer that:

          (a)    All corporate actions on the part of Buyer, its respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of it hereunder have been taken or will be taken prior to the execution hereof, and the Agreement, when executed and delivered by the parties, shall constitute valid and legally binding obligations of the parties, enforceable against the respective parties in accordance with its terms;

          (b)    Seller will convey to Buyer good title to the Products, free and clear of all security interests, liens or other encumbrances of any kind or character;

          (c)    Seller has manufactured, packaged and is selling the Products to Buyer in compliance with all applicable federal, state, and local laws, rules and regulations (including, without limitation, applicable laws regarding labeling, environmental protection, shipping, labor, customs regulations, country of origin requirements and the Foreign Corrupt Practices Act, and any applicable ISO standards) and shall not violate any trademark, trade dress, trade name, trade secret, patent, or copyright. None of the Products when disposed of will constitute “hazardous waste” under regulations (the “Regulations”) promulgated by the Environmental Protection Agency under Subpart C of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended, or if any of the Products when disposed of will constitute “hazardous waste” under the Regulations, Seller has notified Buyer as to the identity of such Products;

[**] Confidential or proprietary information redacted.

          (a)    All corporate actions on the part of Seller, its respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of it hereunder have been taken or will be taken prior to the execution hereof, and the Agreement, when executed and delivered by the parties, shall constitute valid and legally binding obligations of the parties, enforceable against the respective parties in accordance with its terms.

          (b)    Buyer has been duly registered and organized in accordance with any and all applicable laws, has received any and all necessary governmental authorizations to enter into and perform its obligations under this Agreement, and that its entry into and performance under this Agreement will not violate applicable laws.

          (c)    Buyer is duly registered with all necessary tax authorities and is in compliance with all payment obligations, including tax obligations, in accordance with applicable laws.

          (d)    Buyer’s bank accounts have been established and operated in accordance with applicable laws. All transactions of Buyer required to be carried out through authorized banks have been so carried out. Buyer has not and will not breach any currency regulation or currency control legislation, or any bank secrecy act, rules or regulations.

4.   Duties of the Parties

          4.1.   Seller’s Duties. Seller hereby agrees, as long as this Agreement is in effect, as follows:

          (a)     [**] ;

          (b)    During the term of this Agreement, Seller shall maintain commercial general liability insurance with minimum limits of coverage of [**] . The policy shall be an occurrence-based and not claims-made policy, except that Seller may provide a claims-made policy based upon Seller’s representation and warranty as follows: Seller hereby represents and warrants that [**] it shall continue to renew its product liability coverage for the term of this Agreement [**] . In the event that Buyer determines that Seller is not complying with its insurance obligations hereunder, Buyer may purchase and/or renew such insurance coverage necessary for Seller to comply with Seller’s insurance obligations hereunder. Seller shall reimburse Buyer for such costs incurred, and Buyer may offset the cost of such insurance against any amounts it owes Seller. This occurrence-based or claims-made coverage shall insure against [**] . Upon execution of this Agreement, Seller shall provide Buyer with a certificate of insurance [**] with respect to all forms of coverage available to Seller pursuant to its policy or policies of general liability insurance, including but not limited to the forms of coverage identified above, and with the limits of liability specified above. Seller shall furnish to Buyer a certificate of insurance evidencing such coverage, certifying that the policy or policies of insurance described therein will not be altered, modified or canceled in any way that adversely affects Buyer’s interest hereunder without giving Buyer [**] written notice;

          (c)    Subject to Section 8 hereof, Seller shall promptly satisfy Buyer’s orders for the Products, to enable Buyer to maintain a supply of the Products sufficient to provide adequate and timely service to Buyer’s customers; and

          (d)    Seller will provide notice to Buyer of any regulatory action related to its operations that is likely to have a material adverse effect on Seller’s ability to comply or perform under this Agreement and Seller shall be responsible, if required by applicable Legal Requirements, for notifying the appropriate federal, state and local authorities of any customer complaints or other occurrences regarding the Products, evaluating all complaints and responding to Buyer in writing on the resolution of any complaints from Buyer for its customers.

          4.2    Buyer’s Duties. Buyer hereby agrees, as long as this Agreement is in effect, as follows:

          (a)    Buyer shall [**] promote the products and to satisfy customer demand for the Products;

          (b)    Buyer, at least [**] each year, shall provide reasonable time for certain of its sales personnel to meet with a sales representative of Seller;

          (c)    Buyer shall actively promote, distribute and sell Products only within the Territory, and neither Buyer nor its Subsidiaries shall promote or solicit orders for Product or sell, offer to sell or otherwise distribute Product outside the Territory, or where they ought reasonably to be aware that the ultimate destination for Product is outside the Territory. Buyer and its Subsidiaries and their respective employees and agents shall not promote Product for any indications not approved for such Product by the United

[**] Confidential or proprietary information redacted.

States Food and Drug Administration. Buyer shall forward to Seller all inquiries relating to Products from customers or potential customers outside the Territory;

          (d)    Buyer shall not make any alterations or knowingly permit any alterations to be made to Product (including without limitation labeling, instructions or equipment) without Seller’s express written consent, which consent may be withheld in Seller’s sole discretion;

          (e)    Buyer shall, and shall require its Subsidiaries to, conduct all promotion, marketing, distribution and sale of Products, including, without limitation, handling, inventory and storage of Product, in compliance with all applicable laws and regulations and all applicable rules and requirements of Seller;

          (f)    Buyer shall, at its expense, obtain and maintain in full force and effect throughout the term of this Agreement any and all licenses and approvals necessary for its distribution and sale of Product in the Territory, in full compliance with all applicable laws and regulations. Buyer shall not use any advertisement or marketing material on, with respect to or relating to any Product unless such advertisement or marketing material has been provided by Seller or has first been submitted to and approved by Seller in advance in writing;

          (g)    Buyer shall provide notice to Seller of any regulatory action related to its operations that is likely to have a material adverse effect on Buyer’s ability to comply or perform under this Agreement;

          (h)    Buyer shall not, without Seller’s prior written consent, appoint any subdistributors or agents to promote and/or distribute Products. Further, notwithstanding any such appointment, or Seller’s approval thereof, Buyer shall at all times remain fully liable for performance of its subdistributors and/or agents and Buyer hereby agrees to indemnify and hold harmless Seller from all damages, losses, costs or expenses arising in any manner from any act or omission on the part of its subdistributors or agents;

          (i)    Buyer shall promptly furnish Seller with copies of any correspondence or other communications from its customers with respect to the use of the Products, Product applications, suggestions for modification of or improvement to the Products, and other pertinent information; and

          (j)    The Products are offered for sale and manufactured by Seller. Such sale does not convey or license to Buyer the right to, and Buyer shall not, directly or indirectly, manufacture, duplicate or otherwise copy or reproduce any of the Products or any portion thereof. In addition, Buyer shall not, directly or indirectly, reverse engineer any of the Products or any portion thereof, including without limitation, any designs, assemblies, lasers, fiber optics, circuits, firmware or software contained therein. Buyer will take appropriate steps to inform its customers of and assure compliance with these restrictions.

          (k)    As a condition to amendment of the definition of “Products” pursuant hereto, Buyer shall take such actions as Seller may deem necessary or appropriate to ensure end user compliance with the Seller’s policies, procedures and restrictions of use of such new Products.

4.3 [**] .

4.4 [**] .

5.         Shipment, Risk of Loss and Title. All shipments of Products (other than drop shipments directly from Seller to Buyer’s customers) shall be shipped by Seller [**] , with risk of loss and title to Products to pass to Buyer upon [**] , unless otherwise specified in an agreement signed by the parties hereto. Drop shipments of Products directly from Seller to Buyer’s customers shall be shipped by Seller [**] , with risk of loss and title to Products to pass to Buyer [**] . [**] .

6.         Defective Products. In the event that any of the Products when delivered to recipient do not conform to Seller’s warranty or are otherwise defective or damaged as delivered to the recipient, recipient shall notify Seller as to such condition promptly upon recipient’s discovery of same, and shall provide Seller with a reasonable opportunity to inspect such Products. Seller shall, in its sole discretion, either repair or replace or shall refund the invoice price associated with, any Products which do not conform to Seller’s warranty or are otherwise defective or damaged as delivered to the recipient, upon the return of such Products to Seller. All transportation charges for the return of such Products shall be paid by [**] .

7.         Returned Products

[**] Confidential or proprietary information redacted.

          7.1         Pre-authorized Returns. In the event that (i) Seller fails to correctly fill any of Buyer’s orders for Products, or (ii) Products are discontinued and unsalable, or (iii) the Products are subject to an injunction or governmental order or re