Portions of this Exhibit were omitted and filed separately with the Securities and Exchange Commission pursuant to an
application for confidential treatment. Such portions are marked by a series of asterisks.
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into this 24th day of April 2003, by and
between Medtech Holdings, Inc., a Delaware corporation with principal offices at 90 North Broadway, Irvington, New York
10533 (“Distributor”), and OraSure Technologies, Inc., a Delaware corporation with principal offices at 220 East First Street,
Bethlehem, Pennsylvania 18015-1360 (“OSUR”).
OSUR has exclusive rights to develop, manufacture, market, sell and distribute the Product (as defined below) for the
treatment of ordinary warts and plantar warts by means of a refrigerant. OSUR desires to grant to Distributor the right to market,
sell and distribute the Product under the Distributor Trademarks (as defined below) on an exclusive basis in certain markets
within certain geographic territories, and Distributor desires to accept such rights, all in accordance with the terms and subject
to the conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and covenants contained in this
Agreement, OSUR and Distributor, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS .
1.1 “Affiliate” means, when used with reference to either Distributor or OSUR, any person or entity directly or indirectly
controlling, controlled by or under common control with Distributor or OSUR, as the case may be. For purposes of this
Agreement, “control” (including with correlative meanings “controlling,” “controlled by,” or “under common control with”)
means: (a) the direct or indirect ownership, in the aggregate, of at least 50% of the outstanding voting securities of an entity; (b)
the right to receive directly or indirectly,