PRODUCT DISTRIBUTION AGREEMENT
BY AND BETWEEN
HARVARD BIOSCIENCE, INC.
HARVARD APPARATUS REGENERATIVE TECHNOLOGY,
DATED AS OF OCTOBER 31, 2013
DISTRIBUTION AGREEMENT dated as of October 31, 2013 (this “Agreement”), is entered into by and
between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE
TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and,
collectively, the “Parties”).
WHEREAS, HBIO is a global developer, manufacturer
and marketer of a broad range of specialized products, primarily apparatus and scientific instruments, used to advance life science
research and regenerative medicine;
WHEREAS, among its various business activities,
HBIO operates various lines of business related to the development, manufacturing and marketing of apparatus and scientific instruments,
including the Harvard Apparatus Research Business (as defined below) and the HART Business (as defined below);
WHEREAS, pursuant to the Separation and
Distribution Agreement to be entered into by and between HBIO and HART, (the “Separation and Distribution Agreement”),
the Parties have agreed to separate the HART Business from HBIO;
WHEREAS, it is the intent of the Parties,
after giving effect to the transactions contemplated by the Separation and Distribution Agreement, for the Parties to act as distributors
of certain of each other’s products subject to the limitations and other terms and conditions hereof;
WHEREAS, the Parties desire to enter into
this Agreement to codify the arrangements whereby the Parties shall act as distributors of each other’s products;
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereby agree as follows. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Separation and Distribution Agreement.
Hart. HART hereby appoints HBIO, and HBIO accepts such appointment, to be HART’s exclusive, independent, worldwide distributor
for the resale of HART’s products that relate to any of HBIO’s business activities it conducts from time to time for
all applications outside the HART Business, subject to the terms of any Third Party distribution agreements in effect on the Separation
Date (as defined in the Separation and Distribution Agreement), and subject further to the non-competition covenants contained
in Article IX of the Intellectual Property Matters Agreement.
HBIO. HBIO appoints HART, and HART accepts such appointment, to be HBIO’s exclusive, independent, worldwide distributor
for the resale of HBIO’s products from its Harvard Apparatus Research Business for use in the HART Business, subject to the
terms of any Third Party distribution agreements in effect on the Separation Date, and subject further to the non-competition covenants
contained in Article IX of the Intellectual Property Matters Agreement.
purposes of this Agreement, “HART Business” means the development, manufacture
and sale of products for use in human regenerative medicine. This includes the development, manufacture and sale of pumps for human
clinical injections and bioreactors and scaffolds for regenerating human organs and tissues and products for use on humans (or
on human cells, tissue or organs) as part of a procedure that involves an injection, implant or transplant into a human. As used
in this Agreement, the term “HART Business” includes any of the aforementioned activities plus any natural expansion
of such business in the regenerative medicine field for use in humans by comparable companies in the regenerative medicine field
for use in humans.
For purposes of this Agreement, “Harvard
Apparatus Research Business” shall mean the business conducted by HBIO through its Original Harvard Apparatus, Warner
and Hugo Sachs business units, where the Original Harvard Apparatus business unit refers to pumps and ventilators used mainly for
research applications, provided that such definition of Harvard Apparatus Research Business expressly excludes Coulbourn, Panlab,
CMA, BTX, Sample Prep or other products acquired and folded in from acquisitions after the original purchase of Harvard Apparatus
by HBIO. The products of the Harvard Apparatus Research Business include pumps and various physiology tools for animal, organ,
tissue and cell biology used mainly in research and in a few human applications as described in Section 9.2(d) of the Intellectual
Property Matters Agreement. References to the “Harvard Apparatus Research Business” in this Agreement shall include
this business as currently conducted or conducted in the future.