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L&CBio MegaFill Micronized ADM: Flow Stability and Volumetric Integrity Price Guide

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For clinics evaluating L&CBio MegaFill micronized acellular dermal matrix (ADM), the key commercial question is whether its paste-type, high-uniformity particles justify the investment versus manually diced tissue fragments in terms of volumetric stability, migration risk, and overall procedure economics. Paste-type micronized ADM engineered for predictable rheology tends to maintain shape and resist tracking into healthy tissue more reliably than irregular fragments, supporting premium pricing and fewer corrective injections. For mid-to-late funnel buyers, understanding these particle-level mechanics, expected price ranges, and ROI logic is essential before requesting a quote from ALLWILL.

What MegaFill Does and Ideal Clinic Profile

MegaFill is a paste-type micronized acellular dermal matrix designed as an injectable tissue scaffold for soft-tissue augmentation and contour reinforcement. It consists of finely pulverized ADM particles suspended in a carrier, delivered through cannulas or needles for minimally invasive volume restoration.

Clinics that benefit most are aesthetic and reconstructive practices performing high volumes of facial contouring, peri-implant soft-tissue support, scar revision, or small-volume body augmentation where traditional sheets or large grafts are impractical. These teams require a flowable matrix that can be placed precisely yet solidify into a stable scaffold, minimizing risk of material migration or contour irregularities under dynamic facial or body movement.

For such settings, MegaFill operates not just as a biologic filler but as a long-term scaffold that host cells can colonize and remodel, forming durable neotissue while maintaining initial injection geometry. ALLWILL’s sourcing and solution support can help align MegaFill’s use with existing device-based protocols (e.g., RF tightening, lasers) to build multi-modality aesthetic programs.

Particle Architecture vs. Manually Diced Tissue: Technical Core Analysis

Traditional injectable grafting often relies on manually diced dermal or fat fragments produced in the OR. These fragments typically show wide size variation, irregular shapes, and sharp edges, which affect packing behavior, flow through cannulas, and local tissue response. Non-uniform particles can clump, obstruct smooth injection, and create heterogeneous density zones after placement that are prone to micro-migration and uneven resorption.

By contrast, MegaFill-style micronized ADM is processed to produce more uniform particle size distributions and a paste-like consistency. In an animal model evaluating paste-type micronized ADM, particles averaged around hundreds of micrometers, with relatively narrow deviation compared with crude fragmentation, contributing to consistent packing and integration. Insights from powder technology show that micron-scale particles with controlled size distributions pack more predictably, with stable bulk density and coordination number, which translates into a more coherent implant mass once injected.

This architectural precision affects several critical dimensions:

  • Injection behavior: Uniform particles and a continuous carrier phase enable smoother shear-thinning flow through cannulas, minimizing clogging and jetting.
  • Post-injection packing: Predictable packing fractions reduce voids and low-density pockets that encourage tracking or micro-channels in surrounding tissues.
  • Interface regularity: Rounded, micron-scale particles distribute stress more evenly than jagged fragments, supporting homogeneous mechanical coupling with host tissue.

When procurement teams compare MegaFill with manual fragment approaches, the discussion should center less on absolute material cost and more on particle-level uniformity, packing behavior, and the downstream impact on volumetric stability and complication rates.

Rheology, Flow Stability, and Volumetric Collapse Risk

Injectable scaffold performance is governed by viscoelastic and rheological parameters such as viscosity, storage modulus \(G’\), loss modulus \(G”\), yield stress, and shear-thinning behavior. Ideal injectable matrices exhibit a low enough viscosity under shear to be delivered easily, then recover higher modulus and structural integrity at rest to resist migration and deformation.

MegaFill’s paste-type formulation and micronized particles enable several advantageous rheological behaviors:

  • Shear-thinning injectability: Under injection shear rates, the matrix behaves more fluid-like, facilitating controlled placement and minimizing injection force.
  • Post-shear structural recovery: Once shear is removed in tissue, viscoelastic properties shift toward solid-like behavior, allowing the particles to form a stable, packed scaffold.
  • Yield stress sufficient to resist creep: A finite yield stress helps the matrix resist slow flow and tracking along tissue planes under low, chronic mechanical loads.
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Studies on injectable hydrogels and composite scaffolds show that well-tuned rheology supports localized retention, in situ gelation, and resistance to flow-induced erosion or dissolution. When combined with particle uniformity, these features reduce the risk of volumetric collapse, where material disperses or resorbs faster than tissue can remodel and support the volume.

In contrast, manually diced tissue fragments suspended in fluid often display less predictable rheology: large, irregular pieces can settle or separate, resulting in variable local viscosity and inconsistent mechanical behavior across the injected zone. This can encourage material to track along lower-resistance planes or disperse under movement, undermining contour precision and necessitating repeat interventions.

From a purchasing standpoint, rheological characterization—whether provided by the manufacturer or validated via independent data—is a core differentiator for MegaFill-type matrices. ALLWILL can help clinics interpret such rheology metrics and correlate them with actual injection workflows and outcome expectations.

Revenue and Operational Impact: Payback Logic

While MegaFill is not a capital device, its impact on clinical operations and revenue can be substantial in high-volume aesthetic practices. Reliable flow stability and volumetric maintenance influence procedure efficiency, patient satisfaction, and the need for corrections or touch-ups, all of which affect net profitability.

Key economic levers include:

  • Reduced re-injection and revision rates: More stable scaffold behavior can decrease the frequency of corrective sessions, freeing clinician time for new revenue-generating procedures.
  • Predictable product utilization: Consistent rheology and particle performance allow clinicians to standardize injected volumes, improving inventory planning and cost control.
  • Support for premium service tiers: Confidence in volumetric integrity supports higher pricing and bundled programs that include adjunct device-based treatments.

Estimated price ranges for paste-type micronized ADM such as MegaFill vary by market and volume but typically sit above commodity fillers and closer to other biologic scaffolds, reflecting processing complexity and documentation requirements. Procurement teams should model ROI using scenario analysis—for example, comparing a modest per-unit cost premium against expected reductions in corrective visits and non-revenue chair time.

ALLWILL’s Smart Center can assist in structuring these models and integrating MegaFill usage with device investments, helping clinics decide if the rheological and architectural advantages warrant inclusion in premium treatment pathways. When the analysis supports the case, the next logical step is to request a quote from ALLWILL for current MegaFill pricing, packaging options, and recommended usage volumes aligned with case mix.

Differentiated Advantage and Higher-Ticket Rationale

MegaFill’s higher-ticket positioning is driven by its engineering as an injectable scaffold rather than a simple filler or fragmented graft. The combination of micronized ADM particles, paste-type formulation, and tuned viscoelastic behavior aims to offer structural benefits not achievable with manually diced tissue.

Differentiating features include:

  • Scaffold-level integration: Micronized ADM provides collagen-rich surfaces for cell attachment and neovascularization, potentially supporting long-term tissue remodeling.
  • Controlled particle distribution: Uniform particle size and flow enable reproducible three-dimensional deposition, supporting consistent contours across sessions and operators.
  • Alignments with device-based protocols: As a regenerative scaffold, MegaFill can be paired with energy-based devices that stimulate collagen or perfusion, creating synergistic treatment stacks.

Compared with alternative injectable bioscaffolds or hydrogels, clinics weighing MegaFill may also consider other ADM-based or synthetic matrices that emphasize rheology and integration, selecting among them based on regulatory status, documentation, and cost. ALLWILL’s neutral, solution-focused positioning helps clinics compare such options on structural and operational grounds rather than pure brand preference.

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Mid-article, clinics that see alignment between MegaFill’s profile and their aesthetic portfolio can request a quote from ALLWILL to validate pricing assumptions, confirm availability, and obtain condition or batch documentation for planned roll-out.

Practical B2B Decision Aid: New vs. CPO Cost and Payback Table

Because the working title centers on flow stability and architecture rather than explicit pricing or logistics, this article’s tactical decision aid focuses on cost and ROI—where clinics actually decide whether MegaFill belongs in their premium pipeline. The table below presents illustrative ranges and payback logic for new vs. certified pre-owned (CPO) inventory arrangements around MegaFill usage (e.g., bundled procurement with associated devices or multi-pack scaffold purchases). Figures are generalized and must be locally verified.

Scenario Acquisition mode Estimated unit or bundle cost range (relative) Typical usage profile Illustrative payback considerations
A New MegaFill units purchased as stand-alone consumables Moderate to high range compared with commodity fillers and manual grafting materials. High-volume facial and small body augmentations; frequent integration into regenerative protocols. Payback driven by reduced corrective visits and ability to position regenerative packages at premium price points. ROI sensitive to case volume and local pricing strategy.
B New MegaFill combined with new or CPO energy-based devices in a bundled program Higher total investment, but scaffold cost integrated into service stack. Clinics building signature protocols combining injectable scaffolds with RF, ultrasound, or laser treatments. Payback evaluated across the entire stack; MegaFill’s stability supports perceived quality of the program, influencing package uptake and retention.
C CPO inventory management for MegaFill (e.g., negotiated pricing, multi-pack purchasing, documentation-focused sourcing) Slightly lower effective cost per unit through strategic purchasing, not product reuse. Established clinics optimizing margins while maintaining scaffold quality and documentation. Payback linked to margin expansion and assured compliance; dependent on maintaining full regulatory and quality documentation for each batch.

This framework underscores that MegaFill’s economic value is less about absolute unit price and more about how its flow stability and volumetric reliability support procedure efficiency and premium offerings. ALLWILL can translate these generalized profiles into specific quotes, conditions, and procurement structures tailored to each clinic’s volume and service mix.

Compliance and Asset Protection

MegaFill, as an injectable biologic scaffold derived from acellular dermal matrix, sits squarely within regulatory and institutional oversight for tissue products. Clinics must ensure that each unit used in aesthetic or reconstructive procedures conforms to regional regulatory statuses (e.g., appropriate registrations, clearances, or approvals) and internal policies on human or xenogeneic tissue handling.

Critical compliance steps include:

  • Verifying the product’s regulatory status for intended uses (such as documentation of clearances or registrations) and retaining this information in procurement records.
  • Confirming that donor screening, decellularization, sterilization, and packaging validations are documented and traceable.
  • Ensuring adherence to recommended storage conditions and shelf-life parameters to preserve rheological and structural properties.

Asset protection also encompasses the legal and reputational risks of off-label or undocumented use. Clinics should obtain written confirmation from suppliers for authenticity, documentation, and batch traceability rather than relying on verbal assurances. ALLWILL’s role is to facilitate verified, compliant sourcing and documentation pathways; it does not act as the regulatory authority but supports clinics in meeting their obligations.

Procurement Risks to Avoid + ALLWILL Expert View

Common procurement pitfalls around injectable ADM scaffolds include:

  • Focusing on per-unit price without reviewing particle architecture, rheology data, and volumetric stability evidence.
  • Purchasing from channels that cannot provide complete regulatory and processing documentation, exposing clinics to compliance and liability risks.
  • Underestimating operational costs associated with corrective treatments and dissatisfied patients when flow stability and integration are inconsistent.

ALLWILL Expert View
For injectable scaffolds like MegaFill, the procurement conversation is often dominated by material cost, but in practice the most impactful variable is volumetric predictability over time. High-uniformity micronized ADM with validated rheology doesn’t just inject more smoothly; it allows clinics to design treatments with a high degree of confidence in how volume will behave under motion and metabolism. That predictability drives scheduling efficiency, reduces “fix-it” appointments, and supports differentiated, premium-tier offerings. We advise clinics to treat rheology reports, particle-size distributions, and documentation packages as core selection criteria, not appendices. When those elements are aligned with your service strategy and risk profile, price negotiation becomes a structured step rather than a gamble. Requesting a quote, along with a condition and documentation summary, should close the loop between engineering data, compliance safeguards, and commercial performance.

Clinics ready to formalize this approach can request a quote from ALLWILL for MegaFill, including current pricing, region-specific regulatory documentation, and suggested integration pathways with existing devices and protocols.

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Frequently Asked Questions

What is the typical price range for MegaFill compared with standard fillers or manually prepared grafts?
MegaFill, as a processed micronized ADM scaffold, generally occupies a mid-to-high price tier relative to commodity fillers and OR-prepared fragments, reflecting its engineering and documentation requirements. Actual prices vary by region and purchasing structure, so clinics should request a quote from ALLWILL to obtain current figures aligned with their volume.

Can MegaFill be sourced under certified pre-owned or discounted inventory arrangements?
For injectable ADM products, CPO strategies relate to negotiated inventory management rather than reuse, focusing on batch documentation, shelf-life, and storage integrity. Clinics should verify that any discounted or large-volume purchasing still includes complete regulatory and quality records for each lot.

What kind of warranty or support applies to MegaFill as a biologic scaffold?
Injectable ADM matrices typically do not carry classic device warranties, but reputable suppliers provide support around documentation, handling, and incident or recall management. Working through ALLWILL, clinics can align MegaFill procurement with broader support structures, including Smart Center advisory and sourcing transparency.

How does MegaFill impact ROI and payback compared with lower-cost injectable options?
MegaFill’s economic value lies in its potential to reduce corrective sessions and support premium, regenerative treatment tiers through flow stability and scaffold integration. ROI depends on case volume, pricing, and local market positioning, and clinics can model scenarios then validate assumptions during quote discussions with ALLWILL.

What lead times and logistics should we expect for compliant MegaFill sourcing?
Lead times depend on regional regulatory requirements, supplier inventory, and clinic-level documentation processes, but injectable ADM scaffolds can usually be integrated into routine procurement cycles with appropriate planning. ALLWILL can help forecast availability windows and structure orders so that MegaFill does not become a bottleneck in high-volume aesthetic programs.

References

  1. Evaluation of Paste-Type Micronized Acellular Dermal Matrix for Soft Tissue Augmentation: Volumetric and Histological Assessment in a Mouse Models-space.snu.ac

  2. Rheological properties of injectable biomaterialssciencedirect

  3. Recent Advances in Injectable Hydrogels for Biomedical and Aesthetic Applications: Focus on Rheological Characteristicspubmed.ncbi.nlm.nih

  4. Packings of micron-sized spherical particles – Insights from bulk density determination, X-ray microtomography and discrete element simulationssciencedirect

  5. A rheological study of biodegradable injectable PEGMC/HA composite scaffoldspubs.rsc

  6. Flow induced stability of pluronic hydrogels: Injectable and unencapsulated nucleus pulposus replacementsciencedirect

  7. Rheological behaviour of different composite materials for additive manufacturing of 3D bone scaffoldssciencedirect

  8. Preparation and processing of human allogenic dermal matrix for soft tissue repairelis

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        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.