Avivagen Inc V.VIV.H

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[DrJayser]

Subject to the terms of this Agreement, Avivagen hereby grants to CSA the exclusive right to market, promote and distribute the Product in the Field of Use in the Territory during the Term (“Exclusivity”). For the avoidance of doubt, CSA must meet the annual performance targets in Schedule A in each category specified in order to maintain the Exclusivity for each category within the Field of Use (the “Performance Targets”). Exclusivity is also subject to compliance with the terms of Section 2.6 (Restrictive Covenants)

2.6 Restrictive Covenants. a. Non-Compete. As long as CSA is the exclusive distributor of the Product in at least one category of the Field of Use in the Territory, CSA shall not enter into a similar arrangement for any new product that is competitive to or a replacement for the Product. Non-Solicitation. During the Term and for twelve (12) months after termination, CSA shall not actively promote or recommend any new competitive products to customers who are currently purchasing the Product. For the avoidance of doubt, the restrictions in this Section 2.6(b) shall not apply if Avivagen terminates this Agreement pursuant to Section 5.2.

DISTRIBUTION AGREEMENT 15 SCHEDULE “A” Performance Targets Annual Performance Targets (calculated as 12-month terms starting on the Effective Date): POULTRY Product Year Quantity in Metric Tons OxC-Beta Livestock ™ Year 1 7 Year 2 20 Year 3 37 Year 4 TBD* Year 5 TBD* * to be agreed prior to the end of Year 3 SWINE Product Year Quantity in Metric Tons OxC-Beta Livestock ™ Year 1 4.5 Year 2 12 Year 3 25 Year 4 TBD* Year 5 TBD*