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L&CBio MegaFill Cost & Sourcing Guide for Injectable ADM Portfolios

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Distributors are adding particle‑type acellular dermal matrices like L&CBio MegaFill to their wholesale portfolios because injectable hADM allows aesthetic and reconstructive clinics to standardize multi‑session tissue‑matrix boosters while locking in repeatable per‑syringe or per‑vial contracts across facial, neck, and scar indications. The most resilient B2B strategies use MegaFill’s volume‑tiered pricing and OEM‑verified documentation to secure long‑term, multi‑unit agreements with private surgical centers rather than one‑off filler‑style orders.

What MegaFill Does & Ideal Clinic Profile

L&CBio MegaFill is a particle‑type human acellular dermal matrix (hADM) produced by pulverizing MegaDerm sheets into micronized extracellular matrix (ECM) particles composed of collagen, elastin, proteins, proteoglycans, and other skin‑native components. Unlike sheet grafts used for structural reconstruction, MegaFill is designed as an injectable scaffold that can be suspended and placed intradermally or subdermally to support dermal remodeling in aesthetic and soft‑tissue applications.

The ideal clinic profile for MegaFill includes:

  • Aesthetic and medspa centers offering skin boosters, ECM injectables, and regenerative adjuncts to laser and RF treatments.
  • Private surgical practices (plastic, ENT, dermatologic) that want injectable matrix options for scars, contour refinement, and combined procedures rather than only sheet‑based grafts.
  • Clinics already comfortable with high‑ticket injectables where patients accept multi‑session protocols and where inventory can be planned based on standardized vial/syringe counts per course.

ALLWILL typically works with such centers when they want to integrate particle‑type ECM injectables alongside capital aesthetic devices, optimizing both procedure menus and procurement flows under one solutions architecture.

Topic‑Specific Core Analysis: Logistics, Sourcing & Vendor Verification

The working title (“B2B Wholesale Pivot” and “Where to source authentic MegaFill in bulk?”) makes logistics, sourcing, and vendor verification the dominant decision axis, not only price math or clinical engineering. Injectable hADM introduces new distribution dynamics: it behaves more like a premium injectable (with per‑unit packaging) but still carries tissue‑product regulatory and documentation requirements.

Key sourcing realities:

  • Origin & OEM chain: MegaFill derives from L&C Bio’s MegaDerm tissue matrices processed under AlloClean and related GMP/ISO frameworks, then micronized and packaged for injectable use. Distributors must be able to trace every vial or syringe back to specific tissue lots and sterilization runs.
  • Distribution models: Particle‑type hADM often moves via Korean OEM exporters to regional aesthetic distributors, or via physician‑only regenerative suppliers bundling ECM injectables, PRP kits, and exosomes. Multi‑asset platforms like ALLWILL can dock these products into broader device and consumable portfolios, but they still rely on OEM‑verified channels.
  • Documentation stack: Clinics should expect Certificates of Analysis (COA) per batch, ECM composition data, sterility and endotoxin reports, and clear instructions on reconstitution, storage, and shelf life.

Because market awareness around injectable hADM is newer than for classic ADMs, vendor verification is critical. The same procurement mistakes seen with gray‑market fillers—relabeling, incomplete paperwork, or uncertain cold‑chain—can occur with ECM injectables if the distributor network is not carefully vetted.

Mid‑article CTA: If your clinic is considering adding MegaFill or equivalent injectable ECM boosters, request a quote from ALLWILL to verify OEM relationships, documentation packs, and multi‑session contract structures before committing to bulk orders.

Revenue & Operational Impact & Payback Math

Particle‑type ADMs like MegaFill shift the economic model from episodic reconstructive graft use to repeatable injectable series, closer to the way clinics monetize dermal fillers or skin boosters. However, the financial logic is more portfolio‑driven: the same ECM injectable can underpin multiple treatment types (texture, scars, combination protocols), allowing better utilization per SKU.

From a revenue standpoint:

  • Per‑course pricing: Many ECM skin boosters (e.g., Elravie Re20, another micronized hADM product) are sold with 150 mg of matrix intended for a course of treatments, often 2–3 sessions over several months. MegaFill can be planned similarly, with clinics forecasting the number of vials per protocol and building package pricing for patients.
  • Cross‑treatment integration: Particle‑type ADMs can be layered with energy devices, fillers, or biostimulators, increasing treatment complexity and ticket size per visit, which supports payback on capital equipment.
  • Inventory repeatability: Unlike sheet grafts, which are tied to specific surgeries, injectables can be scheduled in regular cycles (e.g., quarterly booster series), making demand more predictable and contracts more amenable to volume tiers.
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Payback math is inherently location‑dependent, but a typical pattern is:

  • Clinics design ECM booster packages (e.g., 3‑session courses), price them in line with premium biostimulators, and match MegaFill usage to those packages.
  • Volume discounts at the distributor level lower per‑vial cost at threshold counts (dozens to hundreds of vials annually), increasing margin on each course while stabilizing cash flow.

ALLWILL’s Smart Center can help clinics model these scenarios, tying MegaFill or comparable injectables to device utilization forecasts, without promising specific income levels.

Differentiated Advantage & Higher‑Ticket Rationale

The strategic reason distributors are adding MegaFill‑type injectables is that particle‑type ADMs occupy a unique niche between traditional grafts and cosmetic fillers. Micronized hADM injectables provide an ECM scaffold that supports dermal remodeling rather than purely volumizing or superficially hydrating, which appeals to regenerative and “tissue‑first” treatment philosophies.

Differentiation points include:

  • Biologic composition: Products like Elravie Re20 are documented as containing high collagen content, elastin, and smaller proportions of glycosaminoglycans, closely mimicking skin ECM. MegaFill, derived from MegaDerm, is likewise composed of ECM components originally present in human dermis.
  • Scaffold rather than stimulant: Clinical descriptions of particulated hADM emphasize dermis remodeling and matrix support rather than solely triggering inflammation‑mediated collagen synthesis. This positions MegaFill as a long‑term tissue scaffold solution within aesthetic programs.
  • Multi‑indication flexibility: The same injectable can be applied to cheeks, perioral regions, post‑acne scarring, or surgical scars, which helps justify higher per‑unit pricing for clinics and distributors.

Alternative options include standard hyaluronic acid boosters or non‑ADM ECM products, but distributors see MegaFill and similar hADM injectables as higher‑ticket, portfolio‑anchoring items that complement, rather than replace, existing injectables. ALLWILL’s framework treats MegaFill as one node in a broader regenerative stack where clinics balance biologic depth, pricing, and patient expectations.

Supplier Vetting Framework for Injectable ADM Wholesale

For particle‑type ADMs like MegaFill, a tactical Supplier Vetting Framework helps procurement teams protect clinical quality and business continuity. The table below provides a practical decision aid for wholesale buyers evaluating distributors.

Vetting Dimension What to Verify Decision Clues & Typical Ranges (Estimates)
OEM Relationship Confirm that MegaFill is sourced directly from L&C Bio or its appointed exporters, with documented link to MegaDerm manufacturing lots. Distributor provides OEM letters, product codes, and catalog entries showing MegaFill as a derived product from MegaDerm; absence of OEM proof is a red flag.
Product Type & Specs Clarify whether the product is powdered, paste, or suspension form, including ECM composition and particle size range. Expect technical sheets outlining collagen %, elastin %, other ECM components, and recommended reconstitution volumes; generalized descriptions without numbers suggest weak QA.
Regulatory & Tissue Status Determine how the product is classified (tissue vs device vs injectable biologic) in your jurisdiction and its approved or investigational indications. Distributor should state regulatory position clearly and provide registration documentation; clinics must confirm independently with local authorities before routine use.
COA & Batch Documentation Require Certificates of Analysis per batch (sterility, endotoxin), lot tracking, and expiry dates, plus ECM composition confirmation. Standard practice is full COA plus lot numbers on packaging; missing COA or inconsistent batch data indicates unacceptable risk for clinical use.
Pricing Structure Negotiate per‑vial/per‑syringe pricing with volume tiers tied to annual or quarterly purchase commitments. Typical scenario: unit price decreases at defined thresholds (e.g., 50, 100, 200 units/year); distributors may bundle training or marketing support for higher tiers.
Logistics & Storage Confirm cold‑chain or controlled‑room requirements, transit validation, and storage conditions (e.g., refrigeration vs room temperature, light protection). Distributor should document validated logistics and storage; clinics must align fridge/freezer capacity and inventory systems to avoid wastage or degradation.
Training & Technique Support Assess availability of injection protocols, cannula vs needle guidance, and complication‑management frameworks. Reputable channels provide training materials and access to experienced injectors; lack of structured guidance raises clinical risk.
Incident Reporting & Recall Pathways Ensure clear routes for adverse event reporting, product complaints, and batch recalls. Written procedures and contact points are critical; without them, clinics shoulder disproportionate risk for safety and traceability.
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Procurement teams should document these dimensions in internal vetting files and review them annually, aligning MegaFill sourcing with overall injectable‑risk governance. ALLWILL can embed this framework into broader vendor selection processes, comparing multiple ECM injectable suppliers while keeping clinics’ regulatory and financial constraints in focus.

Compliance & Asset‑Protection Guardrails

Injectable hADM products touch both tissue regulation and cosmetic injectable oversight, which heightens compliance complexity. Published data on particulated hADM boosters demonstrates favorable dermal remodeling and safety outcomes over months, but these findings describe observed effects in specific study populations and are not universal guarantees.

Key guardrails:

  • Regulatory verification per region: Clinics must verify whether MegaFill or comparable products are registered, cleared, or restricted in their jurisdiction and for which indications (aesthetic vs reconstructive vs investigational).
  • Documentation and traceability: COAs, lot numbers, and import records should be integrated into clinic‑level implant or injectable registries to support audits and medico‑legal traceability.
  • No outcome promises: Even when literature reports improvements in elasticity, texture, or pore size for ECM boosters, procurement and marketing should frame these as potential benefits subject to patient variability, operator technique, and combination‑therapy context.

Where clinics purchase certified pre‑owned capital equipment to pair with ECM injectables (e.g., RF or laser systems), they should apply separate but parallel asset‑protection checks: condition grading, refurbishment scope, warranties, and compliance documentation for devices must be confirmed in writing. ALLWILL’s role is to facilitate verified sourcing and documentation, not to act as a regulatory authority, and clinics should always seek independent regulatory advice.

Procurement Risks to Avoid + ALLWILL Expert View

Common risks in the pivot from sheet ADMs to particle‑type injectables include:

  • Blurring tissue and filler channels: Sourcing MegaFill through informal filler brokers without OEM links or COAs increases risk of mislabeling, inconsistent sterility, and regulatory exposure.
  • Under‑estimating multi‑session demand: Clinics that treat MegaFill like a one‑off graft rather than a repeated course may either under‑stock (leading to mid‑protocol shortages) or over‑stock (causing expiry‑driven waste).
  • Ignoring training and technique: Injectable ECM carries different handling and integration characteristics compared to hyaluronic acid; absence of structured protocols can compromise outcomes and raise complication rates.

ALLWILL Expert View: Building Repeatable Injectable ADM Contracts Around MegaFill

In practice, the clinics that get the most value out of particle‑type ADMs treat them as programmable portfolio assets, not opportunistic add‑ons. The first step is always to define use‑cases: skin‑quality boosters in combination with energy devices, scar remodeling protocols, post‑procedure structural support for select surgical patients. Once these indications are clear, procurement can translate them into concrete numbers: vials per patient course, expected number of courses per month, and seasonality around demand.

This structured view reveals how MegaFill behaves as a repeatable revenue engine and inventory commitment rather than a speculative purchase. Distributors respond well to predictable multi‑unit demand and are more willing to negotiate tiered pricing, bundled training, and documentation support when they see a clinic’s projected volume for the next 12–24 months. From an asset‑protection angle, the priority remains the same as with sheet ADMs: OEM verification, COAs per batch, clear regulatory status, and robust incident‑reporting channels, all logged in the clinic’s QA systems. ALLWILL’s Smart Center framework can help clinics model this entire stack—devices, ECM injectables, consumables—so that MegaFill contracts are calibrated to actual demand and regulatory obligations rather than guesswork.

Mid‑article CTA: If your practice wants to pivot from occasional ADM use to a structured injectable ECM program with predictable multi‑unit contracts, request a quote from ALLWILL to map out volume tiers, documentation packs, and training support for MegaFill or equivalent products.

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Frequently Asked Questions

Where can we source authentic MegaFill in bulk?

Authentic MegaFill should be sourced through distributors or trading platforms that work directly with L&C Bio or its authorized exporters and can provide OEM letters, product codes, COAs, and validated logistics for injectable hADM. Clinics should avoid gray‑market filler channels and instead request a quote from ALLWILL or similarly vetted partners to confirm authenticity and documentation before bulk contracting.

What price range and contract structure should we expect for particle‑type ADMs like MegaFill?

Actual MegaFill per‑unit prices are negotiated and vary by region, volume tier, and package configuration, but injectable ECM boosters generally sit in the premium skin‑booster segment comparable to advanced biostimulators. Distributors frequently offer lower unit pricing at defined annual volume thresholds and may bundle training or marketing support; clinics should treat any published figures as estimates and seek current quotations tied to their projected usage.

How does MegaFill differ from sheet‑type ADMs in procurement terms?

Sheet ADMs are tied to specific surgeries and procured more like implants or grafts, whereas MegaFill behaves like a repeatable injectable, with inventory planned around multi‑session patient courses and facial or scar indications. This changes procurement focus from case‑by‑case stocking to volume‑tiered contracts and training‑supported programs, which platforms like ALLWILL can help structure.

What documentation and regulatory checks are mandatory for injectable hADM?

Clinics should require Certificates of Analysis per batch, lot numbers on packaging, ECM composition data, and clear storage and expiry information, plus written statements on regulatory status in their region. These documents must be integrated into the clinic’s QA and traceability systems, and procurement teams should confirm regulatory details independently before routine use, using ALLWILL for sourcing support but not as the regulatory decision‑maker.

How quickly can a clinic stabilize MegaFill supply for a new injectable ECM program?

Timelines depend on regional registration, customs, and distributor inventory, but once OEM‑verified channels, documentation packs, and training plans are agreed, many clinics can stabilize supply within one to two planning cycles. To accelerate this, clinics should define target indications and projected vial usage, then request a quote from ALLWILL to align contract terms, logistics, and support with their expected demand.

References

  1. Human Tissue Products Overview – L&C Bio
  2. MegaDerm Catalog (Clinical & Technical Data) – L&C Bio
  3. Elravie Re20 hADM (Human Acellular Dermal Matrix) – K Filler Sales
  4. Elravie Re20 Wholesale Listing – BuyKOREA
  5. Injectable Particulated Human Acellular Dermal Matrix Booster for Skin Remodeling – PubMed
  6. Micronized Acellular Dermal Matrix Market by Application and Product Type – Global Forecast
  7. Acellular Dermal Matrices Market Size & Growth Trends to 2033 – Coherent Market Insights
  8. Wholesale Regenerative Medicine Supply for Licensed Clinics – ExaVeyra Sciences
  9. Regenerative Biologics for Functional & Longevity Clinics – ExaVeyra Sciences
  10. Physician‑Only Regenerative Biologics Distribution – BioRegenEx

 

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(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

        9.  DISCLAIMERS; NO OTHER WARRANTY. EXCEPT TO THE EXTENT AS PROVIDED IN SECTION 8(c)(i)(D), BUYER ACKNOWLEDGES THAT MRP IS NOT BOUND BY ANY WARRANTY THAT MAY BE SET FORTH IN A MANUFACTURER’S WRITTEN MATERIALS THAT WOULD HAVE APPLIED HAD BUYER PURCHASED THE EQUIPMENT DIRECTLY FROM THE MANUFACTURER IN ITS UNUSED STATE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN ADDITION, BUYER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING USE AND REGULATION OF MEDICAL DEVICES SOLD BY MRP ARE AND SHALL BE CONSTRUED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY MRP AS TO THEIR ACCURACY OR VALIDITY. MRP ALSO HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OTHER MEDICAL CARE OR HELP, INCLUDING THE SELECTION OF AESTHETIC AND MEDICAL PROCEDURES AND PRODUCTS FOR, OR CARE OF, PATIENTS. THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY EQUIPMENT OR SERVICE FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT AND/OR SERVICE AND ANY DEFECT, DEFICIENCY OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.