Exhibit 10.1
Execution Copy
Contract Manufacturing Agreement
Entered into on this 25 th day of June 2003 (the “Effective Date”)
By and Between:
Vision-Sciences, Inc. , a Delaware (U.S.A.) corporation, having its principal place of business at 9 Strathmore
Road, Natick, Massachusetts 01760, U.S.A. , Fax No. +1-508-650-9976 (the “Company” );
And
Three BY Ltd. , a company duly organized under the laws of Israel and having its principal place of business at
Migdal Tefen, Israel, Fax No. + 972-4-987-2340 (the “Manufacturer” );
WHEREAS , the Manufacturer provides contract manufacturing services for the medical products industry
including the manufacture of complicated and sensitive medical products; and
WHEREAS , the Company has developed and owns all proprietary rights in the Products (as defined in Section
1.11 below); and
WHEREAS , the Company wishes that the Manufacturer shall manufacture the Products for and on behalf of the
Company (on a non-exclusive basis); and
WHEREAS , the Parties desire to hereby define the terms and conditions according to which the Manufacturer
will manufacture Products for the Company; and
WHEREAS , in consideration of the mutual promises and covenants set forth below it is mutually agreed as
follows:
1. Definitions
1.1. Terms defined in this Article 1 and/or parenthetically defined elsewhere in this Agreement shall
throughout this Agreement have the meaning here or there provided. Defined terms may be used
in the singular or the plural, as context shall require.
1.2. “Company Equipment” - any off-the-shelf and/or custom-made tooling for the manufacture
of the Products which shall be provided to the Manufacturer by the Company. The Company
Equipment already provided to the Manufacturer by the Company is detailed in Appendix “1.2”
attached hereto.
1.3.