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Why AlloClean ADM Architecture Prevents Graft Resorption Failure

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Clinics that rely on acellular dermal matrices (ADMs) for aesthetic and reconstructive procedures often see graft resorption and contour loss when the collagen scaffold is damaged by aggressive chemical processing, accelerating enzymatic degradation and delaying neovascularization. In contrast, ADMs processed with gentler decellularization that preserves the three-dimensional extracellular matrix (ECM) architecture and native type I/III collagen provide more predictable volume maintenance, faster microvascular ingrowth, and lower risk of integration failure. For procurement teams, understanding how AlloClean-style processing protects scaffold integrity is essential to choosing ADMs that support long-term clinical and financial performance.

What ADM Does & Ideal Clinic Profile

Acellular dermal matrix is a decellularized collagen-rich dermis used as a biologic scaffold for soft-tissue augmentation, reinforcement, and contour support in aesthetic and reconstructive surgery. It functions as a temporary ECM framework that hosts host fibroblasts, endothelial cells, and immune cells, which gradually remodel the matrix into living tissue while preserving structural volume.

Clinics that benefit most are those performing high volumes of breast and body contour procedures, facial soft-tissue support, or complex revision cases where native tissue is limited and synthetic meshes are undesirable. These practices depend on stable graft volume, controlled remodeling, and minimized complication rates, making the integrity and degradation profile of the ADM a core procurement decision rather than a purely clinical preference.

For such clinics, sourcing ADMs through a solutions partner like ALLWILL can align device selection, condition, and documentation with the practice’s risk tolerance, payer mix, and long-term asset strategy. This moves ADM purchases from one-off consumables into a planned tissue-engineering platform that integrates with capital devices and treatment protocols.

How Aggressive Chemical Processing Undermines ADM Integrity

Traditional aggressive decellularization often relies on high-concentration detergents (e.g., sodium dodecyl sulfate), strong oxidizing agents, or extended enzymatic exposure that strip cells but also disrupt collagen fibrils and ECM ultrastructure. Studies comparing ADM processing methods show that excessive detergent and crosslinking can fragment collagen, reduce porosity, and eliminate native binding sites for integrins and growth factors.

When the ECM is denatured, several downstream problems arise:

  • Mechanical weakening and contraction: Damaged collagen networks lose tensile strength and are more prone to contraction and deformation once implanted.
  • Altered porosity and pore interconnectivity: Over-processing can collapse the 3D pore structure, impeding cell infiltration and capillary sprouting.
  • Loss of biochemical signaling: Removal of matrix-bound cytokines, elastin, and glycosaminoglycans reduces cues for orderly remodeling and angiogenesis.

Clinical and preclinical data show that aggressively processed matrices degrade faster in vivo because exposed, disorganized collagen becomes a preferred substrate for matrix metalloproteinases (MMPs) and other proteases. This accelerates resorption before stable neotissue replaces the graft volume, leading to contour loss, seroma formation, or implant exposure in breast and body procedures.

From a procurement standpoint, ADMs that rely on such aggressive methods may appear cost-effective upfront but can drive revision surgeries, reputational risk, and added operating-room time, eroding net ROI. ALLWILL tends to flag these profiles during sourcing discussions so clinics can weigh short-term savings against potential long-term failures.

AlloClean-Style Processing: Preserving the 3D Collagen Scaffold

Gentle, AlloClean-type ADM processing focuses on complete decellularization while preserving native ECM architecture and tropocollagen structure. Protocols typically use optimized combinations of mild detergents, controlled enzymatic steps, and carefully managed rinsing to remove cellular components but maintain collagen fiber orientation, porosity, and bioactive matrix molecules.

Key features of a preserved ADM scaffold include:

  • Intact type I and III collagen fibrils: These provide mechanical strength and the primary framework for fibroblast and endothelial migration.
  • Maintained pore size and interconnectivity: A continuous 3D network supports isotropic cell infiltration and capillary branching.
  • Retention of non-collagenous ECM components: Residual proteoglycans and elastin contribute to viscoelastic behavior and cell signaling.
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Research on dermis-derived scaffolds shows that when the natural tropocollagen and ECM are preserved, the resulting constructs exhibit high porosity, interconnected pores, and improved in vivo volume maintenance compared with more heavily processed materials. These properties shape the enzymatic degradation profile: instead of rapid bulk resorption, degradation proceeds in a controlled, cell-mediated fashion aligned with tissue ingrowth.

Clinics working with ALLWILL can request process summaries, validation reports, and mechanical data that demonstrate scaffold preservation levels for specific ADM lots. This supports evidence-based selection rather than relying on generic marketing claims or simple brand familiarity.

Cellular Remodeling Pathways: From Acellular Scaffold to Integrated Tissue

Once implanted, preserved ADM undergoes a sequence of cell-mediated events:

  1. Early host response and immune modulation
    Neutrophils and macrophages arrive first, clearing residual debris and releasing cytokines that recruit fibroblasts and endothelial progenitors. A structurally intact ECM tends to promote a pro-resolving macrophage phenotype (M2-skewed), which supports constructive remodeling rather than chronic inflammation.
  2. Cell infiltration and adhesion
    Fibroblasts and mesenchymal cells infiltrate the matrix through existing pores, using integrin-mediated binding to native collagen and fibronectin domains. Preserved pore connectivity enables uniform cell distribution instead of surface-limited colonization, which is critical for volumetric stability in thicker grafts.
  3. Neovascularization and microcirculatory integration
    Endothelial cells sprout from existing host capillaries into the scaffold, forming new microvessels that perfuse the ADM. Studies on ADM-containing scaffolds show that preserved ECM with suitable porosity maintains shape and enhances ECM production and collagen deposition, indicating successful tissue integration.
  4. Balanced matrix deposition and degradation
    Resident cells synthesize new collagen and proteoglycans while secreting MMPs that gradually degrade the original matrix. In a well-preserved scaffold, type I/III collagen breaks down at a rate matched to new ECM deposition, preventing sudden volume loss.

The biochemical mechanisms hinge on the relationship between collagen integrity, integrin binding, and protease accessibility. Undamaged fibrils and organized crosslinking reduce uncontrolled exposure to proteases, helping transition resorption from an enzyme-dominated, rapid phase to a coordinated, cell-governed remodeling process.

For aesthetic clinics, this translates into more predictable contour maintenance and reduced variance in outcomes between patients, which underpin high-ticket treatment pricing and patient satisfaction. ALLWILL’s role is to ensure the ADM products in the portfolio demonstrate these constructive remodeling profiles through data-backed sourcing and continuous manufacturer engagement.

Revenue, Operational Impact, and Payback Logic

Although ADMs are often categorized as consumables, their behavior directly affects operating efficiency, revision rates, and the economic performance of high-value procedures. A matrix that resorbs prematurely can necessitate re-operations, threaten implant integrity, and undermine the clinic’s capacity to promote premium packages, all of which carry measurable financial impact.

When ADM integrity is protected:

  • Revision rates fall: Fewer salvage procedures mean lower uncompensated OR time and reduced disruption of scheduled revenue cases.
  • Case duration stabilizes: Surgeons can rely on predictable handling and behavior rather than improvising intraoperatively due to unexpected graft changes.
  • Premium pricing maintains credibility: Consistent aesthetic stability supports loyalty and referral pathways critical for high-margin programs.

In practice, clinics often weigh slightly higher unit cost for AlloClean-style ADM against avoided downstream costs. Even without precise numbers, procurement leads can model scenarios: for instance, if a more stable ADM avoids one revision per 20–30 cases, the saved OR time and preserved reputation may outweigh per-case expendable cost. ALLWILL frequently facilitates such payback discussions, aligning ADM selection with broader device and service investments.

Why Structural Integrity Justifies Higher-Ticket Positioning

Preserved ADM architecture supports a higher strategic valuation because it acts as a biologic infrastructure asset rather than a simple consumable. Intact collagen scaffolds effectively convert the host’s regenerative capacity into predictable soft-tissue reinforcement, enabling surgeons to tackle more complex cases and sustain outcome consistency.

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Clinically, this enables:

  • Reliable support in dual-plane breast augmentation and mastopexy-augmentation, where lower pole stability and implant control are critical.
  • Enhanced contour preservation in body and facial procedures where soft-tissue drape and transition zones matter in high-end aesthetic programs.

From an operational standpoint, such reliability supports package-based pricing, long-term treatment plans, and integration with other capital devices (e.g., energy-based skin tightening or resurfacing systems) that rely on stable underlying tissue scaffolds. ALLWILL often frames AlloClean-type ADM as part of a broader tissue-engineering stack that, combined with devices, education, and Smart Center support, underpins multi-year revenue strategies.

Practical BME Checklist: Evaluating ADM Scaffold Integrity Before Purchase

Biomedical engineers and procurement leads can use a technical maintenance-style checklist to assess ADM structural integrity and degradation risk before committing to a supplier.

BME Technical Integrity & Degradation Checklist for ADM

  1. Confirm decellularization method documentation (detergents, enzymes, exposure times, rinsing steps) and review for evidence of ECM-preserving protocols.
  2. Request mechanical test data (tensile strength, suture retention) comparing processed ADM to native dermis, focusing on maintenance of structural properties.
  3. Review histology from validation batches showing intact collagen fiber orientation, pore structure, and absence of residual cells.
  4. Verify porosity and pore connectivity metrics or imaging, ensuring 3D scaffolding suitable for cell infiltration and neovascularization.
  5. Assess biochemical characterization (collagen content, residual GAGs, elastin) to confirm limited denaturation and preserved ECM components.
  6. Ensure the supplier can provide degradation and remodeling data (animal or clinical) indicating controlled cell-mediated resorption rather than rapid bulk degradation.
  7. Confirm lot-level traceability, storage conditions, and handling protocols that protect scaffold integrity from manufacture to operating room.

ALLWILL can consolidate these elements for shortlisted ADM products, providing a single technical dossier that helps internal BME teams make a structured, evidence-based decision. As a next step, clinics can request a quote from ALLWILL including condition grading, documentation package, and recommended indications aligned with their case mix.

Compliance and Asset Protection

Because ADMs are implantable biologic products, compliance and asset protection extend beyond simple quality checks. Buyers must ensure that each matrix used in aesthetic procedures meets regional regulatory standards, traceability requirements, and institutional policies for human-derived or xenogeneic tissue.

Key compliance guardrails include:

  • Confirming the product’s regulatory status (e.g., FDA 510(k) clearance or CE marking) for relevant indications and documenting it in procurement files.
  • Ensuring thorough records of donor screening and processing for allogenic ADMs, or species and pathogen testing for xenogeneic matrices.
  • Maintaining written evidence of sterilization validation, packaging integrity, and storage conditions from manufacturer through distributor to clinic.

Clinics should also treat ADM sourcing as an asset-protection matter: stable, compliant products help avoid litigation, regulatory scrutiny, and reputational harm. ALLWILL positions its sourcing and Smart Center services to support these needs, focusing on verified authenticity, regulatory documentation, and supply-chain transparency rather than simple product reselling.

Midway through evaluation, procurement teams who want to align ADM choice with institutional risk policies can request a quote from ALLWILL for documented, compliant ADM options tailored to their region and procedure mix.

Procurement Risks to Avoid + ALLWILL Expert View

Unstructured ADM purchasing exposes clinics to several avoidable risks:

  • Selecting products based solely on price or brand familiarity without reviewing processing and scaffold integrity data.
  • Relying on verbal assurances rather than written documentation for regulatory status, sterility validation, and donor screening.
  • Ignoring degradation and remodeling profiles, leading to unanticipated resorption, revision burdens, and clinical dissatisfaction.

ALLWILL Expert View

Experienced procurement teams in aesthetic surgery increasingly treat ADM as part of a long-term tissue-engineering strategy rather than a one-off consumable. The most costly failures we see are not isolated graft resorptions but systemic issues: a specific ADM line with poorly preserved ECM triggers a higher revision rate across an entire program. That pattern erodes surgeon confidence, occupies OR time with non-revenue revisions, and undermines premium positioning for complex cases. In contrast, clinics that insist on scaffold-level evidence — mechanical tests, histology, remodeling data — and integrate ADM selection with their capital device portfolio achieve more stable outcomes and cleaner financials over three to five years. Our guidance is simple: make ADM choice a structured, data-backed decision, document every compliance element, and align matrix behavior with your surgical philosophy. The quote and condition report are just tools to formalize that strategy, not the goal in themselves.

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Clinics ready to operationalize this approach can request a quote from ALLWILL for ADM options that meet defined structural integrity, documentation, and remodeling criteria, ensuring each unit supports both clinical performance and financial objectives.

Frequently Asked Questions

What price range should we expect for ADM products with preserved scaffold integrity?
Pricing varies widely by brand, origin (human vs xenogeneic), and size, but matrices with documented ECM preservation and robust validation typically sit toward the mid-to-upper range compared with aggressively processed low-cost options. Procurement teams should treat this as an investment in reduced revision risk and can request a quote from ALLWILL to benchmark current market ranges.

How does scaffold preservation affect the choice between new and certified pre-owned lots or inventory?
For ADM, the concept of certified pre-owned typically relates to inventory management rather than re-use, focusing on shelf-life, storage conditions, and documentation completeness. Regardless of inventory status, buyers must verify that collagen architecture, sterility, and regulatory records remain intact, and ALLWILL can provide condition summaries and document checks for available lots.

What warranty or support considerations apply to ADM compared with capital devices?
ADM itself is a consumable and usually does not carry device-style warranties, but support can include batch recall procedures, documentation assistance, and integration guidance with surgical workflows. Working with ALLWILL, clinics can ensure their ADM sourcing is coupled with process support and Smart Center advisory rather than isolated product delivery.

How should we factor ADM degradation behavior into ROI or payback models?
Degradation behavior affects revision rates, case predictability, and long-term patient satisfaction, all of which influence revenue stability and marketing credibility. Clinics can model scenarios using historical revision data and expected improvements from scaffold-preserving ADM, then validate assumptions with ALLWILL during quote discussions for specific products.

What is the typical lead time and logistical complexity for compliant ADM sourcing?
Lead time depends on regional regulations, supplier capacity, and documentation requirements, but most compliant ADM products can be integrated into routine surgical supply chains with planned ordering cycles. ALLWILL helps clinics anticipate regulatory checks, logistics, and inventory strategies so that ADM availability does not become a bottleneck for high-value procedures.

References

  1. Do Processing Methods Make a Difference in Acellular Dermal Matrix Properties?academic.oup

  2. Process development of an acellular dermal matrix (ADM) for biomedical applicationssciencedirect

  3. Clinical applications of acellular dermal matrices: A reviewjournals.sagepub

  4. Three-dimensional cell printing of gingival fibroblast/acellular dermal matrix/gelatin–sodium alginate scaffolds and their biocompatibility evaluation in vitropmc.ncbi.nlm.nih

  5. Frozen bean curd-inspired xenogeneic acellular dermal matrix with high synchronous soft tissue regeneration and tumor inhibitionacademic.oup

  6. Transformation of acellular dermis matrix with dicalcium phosphate into 3D porous scaffold for bone regenerationpubmed.ncbi.nlm.nih

  7. Acellular dermal matrix integration in hydrogel scaffoldspubmed.ncbi.nlm.nih

  8. Acellular dermal matrix in breast augmentation surgerysciencedirect

  9. 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.