DISTRIBUTION AGREEMENT

This Agreement is made and entered into this day of 28 December 2016, by and
between :
1. Abiomed Inc, a limited liability company, established under the laws of the
Germany, domiciles in Neuenhofer Weg 3, 52074 Aachen, Germany
(hereinafter referred to as Seller) and this matter represented by Dr. Seth
Bilazarian as Abiomed Inc Chief Medical Officer. Acting on behalf and for the
sake of seller.
2. PT. Bintang Mono Indonesia, a limited liability company, established under the
laws of Indonesia, domiciles in Komp. Mahkota Simprug Blok A13 No.9, Kota
Tangerang, Banten (hereinafter referred to as Distributor) and in this matter
is represented by Himawan as PT. Bintang Mono Indonesia Head Marketing
Officer. Acting on behalf and for the sake of Distributor
WITNESSETH
Whereas Seller is engaged in the medical field, especially on the development of an
artificial heart.
Whereas Seller is capable to mass producing the medical devices, especially that
related with heart care and heart disease and other medical product, and is willing
to sell and deliver its The Impella 2.5 (hereinafter refered to as Impella) to
Indonesia Hospital (hereinafter referred to as Buyer) through Distributor;
Whereas Distributor intends to purchase and receive Impella for Buyer;
Now therefore, in consideration of foregoing premises and covenants and articles
hereinafter set forth, Seller and Distributor hereto have mutually agreed to enter
into a DISTRIBUTION AGREEMENT as hereunder set forth.
ARTICLE 1
THE PURPOSE OF THE AGREEMENT
1. The purpose of this Agreement is to create Distribution Relationship between
Seller and Distributor. Which is Seller Agreed to sell and deliver Impella to
Buyer through Distributor
2. This Agreement shall not constitute Distributor the agent or legal
representative of Seller of any purpose whatsoever, nor shall Distributor hold
itself as such.
3. Both Seller and Distributor are acting as principals.
4. This Agreement is intended to appoint Distributor as sole Distributor in
Indonesia.
ARTICLE 2

TERM OF AGREEMENT
1. The term of this Agreement shall be 5 years from the date hereof.
2. The term of this Agreement shall be broken into 5 contract years, each of
which begins on
Definition Clause
3. When this Agreement has expired (as specified in paragraph 1 of this Article),
Seller agrees to give Distributor option to extend other successive periods.
4. Either party may not terminate this Agreement in under any circumstance,
except arranged further below.
5. In case either party need to terminate this Agreement, its only the cause of
Force Majeure.
ARTICLE 3
DELIVERY
1. Seller shall delivery and Distributor shall receive the Impella (CIF applied)
according to Inconterm 2000.
2. Seller shall not delay to deliver Impella in under any circumstance, except
arranged further below.
3. The only reason for delayed deliver for Impella is only the cause of Force
Majeure.
ARTICLE 4
QUANTITY
1. Seller and Distributor agree that quantity of Impella to be delivered by Seller
is 50 units in each month.
2. The delivery must be done by Seller at the beginning of each month, between
1st - 10th date in each month.
3. In case that buyer need more quantity of Impella in the next delivery,
Distributor shall write a request to Seller for more quantity in the next wave
of deliver.
4. In case that Distributor send a request for more quantity of Impella, Seller
agreed to send the quantity as requested by Distributor as long as the
quantity is reasonable.
ARTICLE 5
WEIGHING
Seller and Distributor (or their representative) at its respective expense has the
right to be present during the weighing at the Buyers Plants.
ARTICLE 6
WARRANTY

Seller warrants Distributor against any claim of Buyer on quality of Impella.

ARTICLE 7
PRICE
CIF, according to Inconterm 2000 price of Impella shall be determined by Seller and
Distributor based on negotiation concluded by the parties.
ARTICLE 8
PAYMENT
1. Seller shall prepare and submit to Distributor a 3 mont period invoice stating
the amount in Rupiah by the 10 day of the following month of delivery and
Distributor shall remit payment in full of the amount due under such invoice
by the end of the following month of delivery.
2. With reference to Indonesian Tax Law, Distributor shall make payment of
value-added tax imposed upon the purchase of Impella.
ARTICLE 9
PRODUCT SPECIFICATION
The specification of Impela is :
Product Name

: The Impella 2.5

Type

: 150X125 FS4J522

Cap.

: 5 m3/ m

Head

: 19 m

Power

: 22 KW/ 30 HP/ 380 V/ 3 Phase/ 50 HZ/ 4 Pole/ 1500 Rpm

ARTICLE 10
FORCE MAJEURE
Neither party shall be liable to the other party for nonperformance or delay in
performance under this Agreement due the cause of reasonably beyond its control
including but not limited to fire, flood, strikes, labor troubles, or other industrial
disturbances, riots and insurrections. Upon the occurrence of such a force majeure

condition, the effected party shall immediately notify the other party with as much
detail as possible.

ARTICLE 11
GOVERNING LAW AND APPLICABLE LANGUAGE
1. The applicable law governing this agreement is the Law of Indonesia
2. The applicable language if this Agreement is English
ARTICLE 12
DISPUTE RESOLUTION
1. All disputes, controversies, or differences which may arise between the
parties out of or in relation to or in connection with this Agreement, or
relating to the construction, termination or breach hereof, shall be resolved
through amicable solution by the parties.
2. If within 60 days, the parties fail to reach solution as provided in paragraph
(1) of this Article, the parties agree bring the dispute settled by Badan
Arbitrase Nasional Indonesia (BANI) under the UNCITRAL rules.
In Witness Whereof, the parties have caused this agreement to execute by their
duly authorized representatives as of the date first above written

Dr. Seth Bilazarian

Himawan

Seller

Distributor

__________

__________

Chief Medical Officer

Head Marketing Officer