Common use of Marketing and Distribution Clause in Contracts

Marketing and Distribution. 4.1 Meizler undertakes to exert its very best efforts to promote, market and distribute Brainsway’s proprietary Deep TMS Devices within the Territory for patients suffering from any Approved Indication under the trademark of Brainsway. 4.2 Such marketing and distribution activities as detailed in the Marketing Plan attached to this Agreement as Annex C. shall include the conduct of conferences to have hospital, medical centers and leading doctors in the Territory recognize the innovative nature and capabilities of the Deep TMS Device, the promotion and advertisement of the Deep TMS Device and treatments therewith within the Territory, and the actual distribution of the Deep TMS Device to Meizler’s clients (which shall include hospitals, medical centers, psychiatric clinics etc.). Marketing and distribution activities shall include the conduct of minor clinical trail if required in order to receive regulatory approvals for new or existing indications in the Territory. 4.3 The provision of the Deep TMS Device by Meizler to its clients shall be based on a “rent and use” agreement (the terms of which shall be prior approved by Brainsway), pursuant to the terms of which the clients will pay Meizler a certain fixed amount in respect of each treatment of a patient that makes use of the Deep TMS Device. 4.4 Meizler shall be responsible for ensuring that all clients use the Deep TMS Device strictly in accordance with the Protocol and the other documents to be provided by Brainsway, as specified in Section 4.7 below, solely for the treatment of the Approved Indications, and solely in the Territory. 4.5 Meizler undertakes to effect the first commercial rental of the Deep TMS Device within the Territory by no later than thirty (30) days after receiving the license of the device from ANVISA. 4.6 The Deep TMS Devices shall be marketed, promoted, lease and used ONLY for the treatment of Approved Indications and other neurological and psychopathological disorders indications instructed in writing by Brainsway (such indications as instructed, the “Approved Indications”). Brainsway undertake to notify Meizler on every new Approved Indication. 4.7 Meizler undertakes that prior to the commencement of its marketing and promotion of the Deep TMS Devices, it shall obtain all required licenses, permits and insurances as required under any applicable law or regulation – all at the expense of Meizler. Meizler undertakes to maintain all such permits and licenses during the term of this Agreement. If additional licenses, permits and insurances are required to be obtained by any of Meizler’s clients, it shall be Meizler’s responsibility to ensure that the clients shall obtain same. 4.8 Meizler at its own expenses shall provide the registration of the Product at Anvisa. However, Brainsway at its own expenses still provides the payment of fees to Anvisa regarding the requirement of GMP inspection in its manufacturing plants for the purpose of receiving a certificate that allows Meizler to import and commercialize the Product. 4.9 Meizler shall promote, market, advertise and publicize the Deep TMS Device in accordance with the quarterly Marketing Plan which shall include the advertising plan and budget ("Advertising Budget"). Meizler shall furthermore promote the Deep TMS Device with all due diligence, using all customary means of sales promotion to the extent reasonably necessary to maximize the number of Deep TMS Devices sold and the treatments therewith provided. If Meizler shall actually invest less than 90% of certain quarter’s agreed Advertising Budget in the promotion, marketing, advertising and publication of the Deep TMS Device, same shall entitle Brainsway to terminate this Agreement forthwith, with no compensation due to Meizler. 4.10 All expenses incurred in connection with the promotion, marketing and advertising of the Deep TMS Device and treatment therewith shall be paid and borne solely and exclusively by Meizler. 4.11 Meizler shall not be entitled to subcontract all or part of its tasks hereunder, without Brainsway’s prior written consent. For the sake of clarity, in the event that Meizler shall use a permitted subcontractor, Meizler shall bear all responsibility and liability vis-à-vis Brainsway arising from the performance by such subcontractor.

Marketing and Distribution. 4.1 Meizler 3.1 Distributor undertakes to exert its very best efforts to promote, market and distribute Brainsway’s proprietary Deep TMS Devices within the Territory for patients suffering from any Approved Indication under the trademark of Brainsway. 4.2 Indication. Such marketing and distribution activities as detailed in the Marketing Plan attached to this Agreement as Annex C. shall include the conduct of conferences to have hospital, medical centers and leading doctors in the Territory recognize the innovative nature and capabilities of the Deep TMS Device, and the promotion and advertisement of the Deep TMS Device and treatments therewith within the Territory, . The delivery and the actual distribution installation of the Deep TMS Device to Meizler’s clients (which shall include hospitals, medical centers, psychiatric clinics etc.). Marketing and distribution activities shall include the conduct of minor clinical trail if required in order to receive regulatory approvals for new or existing indications in the Territory. 4.3 The provision of Territory shall be effected by Brainsway to clients introduced to Brainsway by the Deep TMS Device by Meizler to its clients Distributor, and shall be based on a “rent and use” agreement (the terms of which shall be prior approved by Brainsway), pursuant to the terms of which the clients will pay Meizler a certain fixed amount in respect of each treatment of a patient that makes use of the Deep TMS Device. 4.4 Meizler . The said agreement shall be responsible in the form prior agreed between Brainsway and the Distributor and attached hereto as Annex B; All agreements shall be agreed and executed directly between Brainsway and the customers provided that the consideration to be paid per treatment performed using the Deep TMS Device (or any other form of consideration to be paid in respect of the use of the Deep TMS Device, to the extent that such other form of consideration has been approved in advance and in writing by Brainsway), the rental price for ensuring the stimulator and the terms of payment shall be negotiated and established by the Distributor (on the condition that the price per treatment performed using the Deep TMS Device shall not be less than the applicable Use Fee set forth in Section 5.1 below). The Deep TMS Devices shall remain at all times the property of Brainsway. Brainsway shall act in accordance with the material provisions of the agreements that it shall enter into with clients in respect of the Deep TMS Device. For the duration of the period during which the License granted under this Agreement is an exclusive License, no agreement entered into between Brainsway, either directly or indirectly, and a third party in the Territory in respect of the Deep TMS Device shall be valid unless same was approved by the Distributor and the Distributor has appended its signature thereto. Distributor shall exert its best efforts such that all clients use the Deep TMS Device strictly in accordance with the Protocol protocol and the other documents to be provided by Brainsway, as specified in Section 4.7 below, solely for the treatment of the Approved Indications, and solely in the Territory. 4.5 Meizler 3.2 The Distributor undertakes to effect that it shall arrange that the first commercial rental of the Deep TMS Device within the Territory is effected by no later than thirty (30) days after receiving the license of the device from ANVISAEffective Date. 4.6 3.3 The Deep TMS Devices shall be marketed, promoted, lease marketed and used promoted ONLY for the treatment of Approved Indications depression and other neurological and psychopathological disorders indications instructed in writing by Brainsway (such indications as instructed, the “Approved Indications”). Until otherwise instructed in writing by Brainsway, the sole Approved Indication is depression. Brainsway undertake undertakes to notify Meizler on every new the Distributor immediately of each indication that becomes an Approved Indication, and further undertakes to notify the Distributor of any indication that it expects shall become an Approved Indication once Brainsway has a reasonable basis for such expectation. Brainsway undertakes to give Atid all necessary instructions (such as IFU and Investigator's brochure) guidance and training for such new indication to be successfully applied that is available for provision by Brainsway, within a reasonable time following the Distributor’s written request for same. 4.7 Meizler 3.4 Distributor undertakes that prior to the commencement of its marketing and promotion of the Deep TMS Devices, it shall obtain all required licenses, licenses and permits and insurances as required under any applicable law or regulation – all at the expense of MeizlerDistributor. Meizler Distributor undertakes to maintain all such permits and licenses during the term of this Agreement, as long as the CE ▇▇▇▇ of the Deep TMS Device will be in effect. If additional licenses, permits and insurances are required to be obtained by any of MeizlerDistributor’s clients, it the Distributor shall be Meizler’s responsibility advise client to ensure that the clients shall obtain same. 4.8 Meizler at its own expenses shall provide . Brainsway declares that Brainsway is working towards the registration receipt of the Product at Anvisa. However, Brainsway at its own expenses still provides the payment of fees an additional regulatory approval in Italy in order to Anvisa regarding the requirement of GMP inspection in its manufacturing plants for the purpose of receiving a certificate that allows Meizler be able to import and commercialize the Product. 4.9 Meizler shall promote, market, advertise and publicize the Deep TMS Device in accordance commence treatment with the quarterly Marketing Plan which shall include the advertising plan and budget ("Advertising Budget"). Meizler shall furthermore promote the Deep TMS Device with all due diligence, using all customary means of sales promotion to the extent reasonably necessary to maximize the number of Deep TMS Devices sold and the treatments therewith provided. If Meizler shall actually invest less than 90% of certain quarter’s agreed Advertising Budget in the promotion, marketing, advertising and publication of the Deep TMS Device, same shall entitle Brainsway to terminate this Agreement forthwith, with no compensation due to Meizler. 4.10 All expenses incurred in connection with the promotion, marketing and advertising of the Deep TMS Device and treatment therewith shall be paid and borne solely and exclusively by Meizler. 4.11 Meizler shall not be entitled to subcontract all or part of its tasks hereunder, without Brainsway’s prior written consent. For the sake of clarity, in the event that Meizler shall use a permitted subcontractor, Meizler shall bear all responsibility and liability vis-à-vis Brainsway arising from the performance by such subcontractor.