Exhibit 10.28
Cytocore/Amsino Distribution Service Agreement
Basic Terms
Revised April 15, 2009
| 1. |
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Overview- Cytocore offers specialty diagnostic and treatment products to the healthcare
market. Amsino International, Inc. offers sales channel and distribution services to that
market. |
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| 2. |
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Cytocore will designate Amsino as the exclusive worldwide sales channel and
distribution
partner. |
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| 3. |
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Sales Channel Services will include but not limited to: |
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a. |
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Introduction of Cytocore management to selected end user distributors such as: |
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i. |
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PSS |
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ii. |
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McKesson |
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iii. |
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Xxxxx Xxxxxx |
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xx. |
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Cardinal |
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v. |
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Labsco |
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vi. |
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Infolab |
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vii. |
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Xxxxxx Surgical |
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viii. |
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Nipro (Latin America Market) |
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b. |
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Introduction of Cytocore to distributor associations such as: |
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i. |
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IMCO |
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ii. |
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NDC (Abco, CIDA, Starline) |
| 4. |
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Distribution services will include but not limited to: |
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a. |
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China to US logistics (Amsino warehouse or customer) |
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b. |
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Warehousing and inventory management |
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c. |
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Order management (Purchase order to delivery to distributor customer) |
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d. |
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Customer Service |
| 5. |
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Proposed Process Flow (Subject to revision prior to formal
contract) |
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a. |
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Amsino produces products per Cytocore forecast |
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b. |
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Cytocore purchases product from Amsino manufacturing facility in China at a
FOB China
price. |
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c. |
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Cytocore to retain title to the product until invoiced to distributor
customer (i.e. PSS,
Xxxxx Xxxxxx) |
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d. |
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Amsino China and Pomona office manages logistics required to bring product
from
China to Pomona warehouse. |
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e. |
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Cytocore to pay freight from China to Amsino Pomona warehouse. |
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f. |
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Amsino to warehouse the product with a “3PL” scenario. |
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g. |
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Product is owned by Cytocore. Amsino will not take title to the product. |
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h. |
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Additional Services Provided by Amsino |
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i. |
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Receive and upload product from containers |
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ii. |
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Palletize and wrap |
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iii. |
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Put away into dedicated warehouse locations |
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iv. |
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Receive preservative |
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v. |
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Assemble kits (place SoftPap and preservative product in one carton) |
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vi. |
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Inventory kits |
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vii. |
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Receive orders and shipping instructions from Cytocore |
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viii. |
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Pick, Pack, and Ship product to distributor customer |
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ix. |
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Invoice the customer |
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i. |
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Customer remits payment to Cytocore (bank lock box) |
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j. |
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Cytocore to pay freight to distributor customer |
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k. |
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Cytocore to establish sell prices. |
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a. |
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Amsino will be paid, by Cytocore, $1.00 (per unit sold) above direct expenses |
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b. |
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Direct expenses include |
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i. |
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Pallets and wrapping material |
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ii. |
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Cartons and related material for kit assembly |
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iii. |
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Ocean freight and fees |
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iv. |
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Freight to customer |
| 7. |
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Additional Consideration |
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a. |
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Amsino to provide weekly sales information to Cytocore |
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b. |
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Amsino to provide weekly inventory information to Cytocore |
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c. |
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Cytocore responsible for marketing program expenses. |
| 8. |
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Open Issues for Discussion |
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| 9. |
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This term sheet does not represent a formal contract. All terms and conditions are subject to
change upon development of final agreement. |
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| 10. |
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Amsino will maintain Cytocore’s receivables. This will include the responsibility of posting
invoices and collections on Amsino’s billing and accounting system. Purchase orders will interface
with billing invoices receivables and payments. Amsino will verify credit worthiness and be
responsible for collections. |
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Agreed by Amsino
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/s/ Phllander Kelsey
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Phllander Kelsey |
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Agreed by Cytocore
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/s/ Xxxxxx XxXxxxxxxx Jr.
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Xxxxxx XxXxxxxxxx Jr., |
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| 11. |
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Each party can terminate the agreement on 90 day notice. |
