Non-binding memorandum of understanding (MOU) between Arbutus Medical and VIA Global
Health (VIA). This agreement is not binding and falls under the provision of the nondisclosure
agreement between the parties.
In consideration of the mutual discussion regarding provisions in the MOU, the Parties have
reached the following understanding:
1. Purpose
a. To collaborate and identify opportunities to distribute the Drill Cover with a
primary focus on Africa and within secondary geographies defined below.
b. Identify pre-market channel partners and document levels of interest to help
inform Arbutus distribution and go-to-market decisions.
c. Create B2C storefront for managing international retail sales and international
fulfillment – specific to NGOs and veterinary market.
2. Background
The mission for VIA Global Health is to increase access to affordable, high-impact
health technologies around the world. To achieve this goal, we are creating the VIA
Marketplace to link global innovators with local distributors around the world.
Enabling technology innovators to sustainably, affordably and quickly bring products
to market on a global scale.
VIA supports this process in four steps:
1) The VIA platform supports product awareness and demand generation by
providing a free product listing service. Providing a comprehensive source of
information on health technology innovations on the VIA website, and promoted
among distributors, end-users, government agencies and donor organizations.
VIA also engages in product and platform marketing – both digital (email,
Facebook and Google) and physical (i.e. trade shows, outreach, etc.)
2) To accelerate global scale, VIA works to identify and qualify distributors.
Providing summary information based on US Department of Commerce Package
39 questionnaire criteria, and when available 3rd party identity and address
verification, as well as VIA platform transaction data and distributor ratings.
3) To inform and maximize the deployment of scarce resources VIA can assist with
pre-market priority setting. Working with distributors to build and capture
market demand, and connect suppliers with preferred in-country registration
services.
4) VIA also lowers processing overhead and transaction costs by streamlining order
and cross-border transaction processing. For transactions initiated on the VIA
B2B Platform the process is as follows:
 The Supplier lists the product on the VIA marketplace and sets the global
FOB price - which is only visible to qualified Distributors.
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A qualified Distributor places an order on the VIA website. If required, the
Supplier has the opportunity to review the distributor information and
approve the initial sale.
VIA informs the Supplier that payment has been received and provides
order information and a pre-paid shipping label.
The order is tracked to destination and approved by the Distributor
(barring a Distributor initiated dispute, the order is automatically approved
72 hours post receipt of delivery or if held in customs for greater than 1
month.)
Payment (FOB price in preferred currency) is released to Supplier minus
12% promotion and transaction fee. (Fee is waived for transactions with
distributors that the Supplier brings to the platform)
3. Proposed scope and areas of collaboration
VIA’s activities:
1) Digital product promotion (Facebook, Google & Email) in consultation with
Arbutus and at VIA’s discretion in the following geographies:
 Primary
 Africa: Kenya, South Africa, Tanzania, Zambia, Zimbabwe,
Uganda, Rwanda, Nigeria, Ethiopia, Ghana
 Secondary
 South Asia: India
 Latin America: Chile, Peru
2) Pre-screen and introduce distributors expressing interest in the Drill Cover.
Including forwarding summary qualification information. Information is self
reported and includes when provided:
 Contact name, job title, description of organizations major business
activities, number of staff, sales, years of experience, organizational
relationships, current products represented, territories covered,
service facility availability.
 Additionally, we have on record when provided, and available upon
request: Contact information, VAT or Tax ID, bank name, business
references.
 VIA is exploring third party identity and address verification options
and will include this information when available.
 VIA will also share a summary of the Distributors transaction history
on the VIA platform when available.
3) Work with qualified distributors to sign non-binding/converting letters of intent
for purchase.
4) Forward end-user leads to distributors and Arbutus.
5) Provide contact information and introductions to in-country registration services
where available.
6) Build and deploy B2C storefront (see addendum for details)
Arbutus activities:
1) Arbutus will lend a demo unit available for product promotion in Southern Africa
4. Funding
Each party will bear its respective costs if any relating to the activities under this
MOU.
VIA GLOBAL HEALTH, INC.
[MANUFACTURER]
By:
Name: Noah Perin
(Signature)
Title: CEO
Address:
(Print Name)
2123 Boyer Ave E
Seattle WA
98112, USA
Address:
Telephone: 206-369-5768
Telephone:
Email: noah@viaglobalhealth.com
Email:
Addendum B2C storefront build out:
Storefront
VIA will host and manage web storefront including individual product page similar to those at
the www.VIAGLOBALHEALTH.com allowing for consumer purchase of Arbutus Drill Cover
product(s) online. Storefront will linked to by the Arbutus website and hosted on separate
subdomains VET.VIAGLOBALHEALTH.com or DIRECT.VIAGLOBALHEALTH.com, and will include
retail pricing for the Drill Cover and option for requesting a quote for volume purchases.
Purchases
Initially all purchases will be conducted as a request for quote which will be generated through
an online form hosted within the site. VIA will generate a quote amount, including shipping,
taxes and duties. Once Purchase order is generated, VIA will forward to customer and arrange
payment through wire transfer or PayPal. Upon payment, VIA will generate a shipping label
and order request to be forwarded to Arbutus for fulfilment. Upon receipt by customer (as
verified by shipment tracking information – see current site User Agreement for process details)
VIA will release funds minus a 4% commission on the retail price (excluding taxes, duty,
shipping etc.) and any applicable credit card fees (when applicable) to Arbutus in US dollars or
Canadian dollars (whatever your preference) in accordance with our current site User
Agreement.
Future Considerations
Based upon initial trial period VIA will work with Arbutus to continue to develop efficiencies in
their direct to consumer pipeline necessary for current and future scaling including: expanding
payment options, digital marketing, integrated shipping and tracking solutions and customer
databases.
Product Support and Responses
VIA Global Health responds to all customer inquiries within 48 hours. Questions and issues
regarding use of the marketplace will be handled by VIA while product support, warranty, etc. is
the sole responsibility of Arbutus as is currently laid out in the VIA User Agreement.
Timeline
Build and deploy storefront: <2 wks
Addition of credit card processing: ~ 1 wk