1 Agreement Contract On this day, , this contract had been entered into by and between: 1. MEDA Pharmaceuticals MEA FZ – LLC company with limited liability, having its headquarters in Dubai Healthcare City, Dubai, UAE P.O. Box 505057, Telephone: +97143635499, Fax: +97143635490 , Email: info.mea@medapharma.com, hereinafter referred to as "Meda ", represented by its Director at Operations Region Central & East Esfandiar Faghfouri 2. Orient Drugstore, P.O. 590 Amman, the Hashemite Kingdom of Jordan, Telephone: 0096264652000, Fax: 0096264624000, Email: ods@go.com.jo , hereinafter referred to as "the Distributor", represented by it General Manager Dr. Taher Radi Al-Shakhashir WHEREAS Meda is licensed to formulate, manufacture and market pharmaceutical products and desirous to appoint an exclusive distributor in the Hashemite Kingdom of Jordan that is qualified in distribution and sale of some of its products; AND WHEREAS the Distributor has the experience, ability, governmental licensing, qualified staffs and required knowledge in distributing and sale of pharmaceutical products in the Hashemite Kingdom of Jordan and is desirous to do so; NOW THEREFORE, the parties hereto have agreed on the following: Article 1: All the above along with the annexes attached to this contract constitute an integral part hereof. Article 2: Terminology: • The "Products" mean the products of Meda as set forth in the Annex 1. • The "Trademarks" mean Meda Products specific trademarks as set forth in Annex 1. • The “Territory” means Hashemite Kingdom of Jordan. Article 3: 3.1 In accordance with the terms and provisions of this contract (the (“Contract”), Meda hereby grants, and the Distributor accepts, the franchise in distribution, sale and marketing (promotion) of the Products. Article 4: Good Faith and Fair Dealing: The parties here to undertake to fairly and bona fide deal with each other during the execution of their obligations arising under this Contract since that the present contract had been established on the good faith of both parties. Article 5: Supply Price 5.1 The supply prices of the Products are set forth in Annex 1 and are fixed for the Term of this Agreement, if not otherwise stipulated in Article 5.2 below. The payment and delivery terms are also set forth in Annex 1. 5.2 Meda reserves the right to revise the supply price of the Products should this prove necessary, i.e. in case that Meda’s cost of goods and/or the manufacturer selling price for the Products 2 will increase compared to the respective prices valid before. In case of such increase and following the approval of local authority (JFAD), Annex 1 will be amended accordingly. The change in the supply price shall become effective the first day of the month following the written notification and documentation of the price increase by MEDA towards Distributor and shall apply to all outstanding orders. Article 6: Sale outside Jordan The Distributor may not sell the Products to clients from abroad the country of the Distributor, either directly or indirectly, without the prior written approval of Meda; or to clients that are expected to resell same abroad the country of the Distributor. Furthermore, the Distributor shall refer to Meda all inquiries related to Deed or any of its Products that it receives from clients within the Distributor's country or abroad. Article 7: Distributor's Obligations 7.1 The Distributor shall sell the Products in its name and for its account. 7.2 The Distributor shall keep and store the Products in accordance with the scientific principles in a manner that is consistent with the pharmaceutical industrial custom and shall bear all risks and damages resulting in relation thereof. 7.3 In the event of whatsoever damage or poor workmanship in a particular batch and it becomes evident that the reason thereof is attributed to the manufacturer of any of the Product's formulae, the following procedures shall be taken: 1. Within 30 (thirty) days of receipt of any delivery of Products, Distributor will, if it elects to do so, perform or cause to be performed such samplings and tests as it may elect to employ, to determine whether the Products delivered meets the requirements of this Agreement. Any Products not refused within 30 (thirty) days will be deemed accepted, provided that in the case of Products having hidden defects, Distributor may give written notice of rejection immediately upon discovery of the hidden defect. If Distributor does not reject such Products having hidden defects within 30 (thirty) days after discovery of such hidden defect by Distributor, the Products will be deemed accepted. Defects of the outer packaging and discrepancies in the quantity of Products received must be notified and documented, particularly by proof of delivery, to MEDA within 1 (one) week of receipt after collection of any delivery of Products, otherwise such Products will be deemed accepted by Distributor. 2. in the event that it is proven under a decision of the Jordan FDA the Distributor's country that a particular batch is not fit for consumption, the Distributor shall withdraw the quantities that are already in the market or stores of such batch and keep them in its warehouses, and shall notify Meda with a quantity report thereof. Meda shall make the process of destruction of this quantity in the presence of a representative thereof provided that minutes of destruction shall be recorded in which the names of the compounds, batch No., quantity, value in US dollar and the reason for destruction thereof shall be recorded. Meda shall indemnify the Distributor with quantities that are equivalent to the destroyed quantities as per the minutes. 7.4 The Distributor may not make use of Meda name or act on behalf thereof unless it is previously accredited and authorized by Meda to do so in writing. 7.5 The Distributor shall set up and prepare an appropriate organization for sale and advertisement of the Products that includes all the necessary means and individuals to ensure meeting all the obligations thereof under this contract. 3 7.6 The Distributor hereby agrees to make every effort to sell, market and distribute the Products in the country of the Distributor in accordance with Meda policy and hereby undertakes to protect the interests of Meda with due diligence. Article 8: Meda Obligations 8.1 Meda shall deliver all orders agreed upon as per the agreed terms outlined in the attached Annexes of Products. 8.2 Meda shall bear the responsibility for any defects resulting from mal manufacturing of all its Products. 8.3 Meda shall NOT be entitled to represent the Distributor nor to act on its behalf in any place and before any entity but with the written approval thereof. Article 9: Forecasts and Orders 9.1 Minimum quantities per individual order and maximum order frequencies per calendar year are stipulated in Annex 1. 9.2 At the beginning of each calendar month, Distributor shall provide Meda with a written rolling forecast of Distributor’ requirements of the Products, per month, for the next 18 (eighteen) months (“Forecast”). 9.3 At least 5 (five) months in advance of the requested delivery date of the Products, Distributor shall submit to Meda a written purchase order for the desired quantities of the Products. Such purchase order shall be firm and binding upon Distributor Article 10: Minimum Purchases 10.1 Distributor commits to market, create a demand and continuously develop the sale of the Products in the Territory throughout the Term of this Agreement in the most effective manner and by all suitable and adequate means. In particular, for each Product distributed in the Territory, Distributor shall use best efforts to ensure the purchases of the Products agreed upon between the parties according to Annex 2 (the “Minimum Purchases”). 10.2 Should Minimum Purchases for a Product not be reached in a calendar year, Meda shall have the right to terminate this Agreement for such Product on giving written notice of termination to Distributor such termination to take effect immediately upon receipt. 10.3 In the event of a significant change in market conditions that, both in the opinion of MEDA and ODS, the Minimum Purchases for any one product is no longer reasonably achievable, the Parties shall, at the earliest practical opportunity, meet or otherwise communicate with one another in good faith to agree modified Minimum Purchases for such Product. In case the Parties do not reach an agreement on modified Minimum Purchases, then either Party has the right to terminate the Agreement for such Product with 6 months written notice. Article 11: Inventory The Distributor shall be responsible for providing all of the Distributor's country areas with the Products and to maintain at all times a reserve inventory of each sort of the Products at its own expense to satisfy the needs of the market for a coming period that is not less than three months. 4 Article 12: Trademarks and Property Rights 12.1 The Distributor shall market the Product using the distinguished marks only (trade names or any other symbols) of the Products or the marks which Meda is permitted to use only. 12.2 The Distributor shall use the trademarks in particular to distinguish the Products from others; in this respect, the Distributor may not, during the term of this contract or after the expiry hereof, use these trademarks of Meda or any other similar trademarks in the sale or manufacture of any other products, or register them in its name or in the name of any other person in any other place. 12.3 The Distributor shall notify Meda once it becomes familiar with the occurrence of any infringements against the trademarks, trade names or symbols of Meda or any of its industrial rights. 12.4 All the intellectual or manufacturing property rights of all of the Products agreed upon in this contract or any other additional annexes hereof are the sole property of Meda . 12.5 The Distributor's right to use Meda trademarks shall cease immediately upon the expiry of the term of this contract for whatsoever. 12.6 The Distributor hereby undertakes NOT to register any other trade marks, names or symbols (similar or identical to those of Meda) whether within the country of the Distributor or abroad. Article 13: Confidentiality Meda and the Distributor shall maintain the information received from the other party, whether during the operation of the Contract or after its expiry, confidential. Article 14: Sale Price to customers in the Territory The Distributor shall comply with and observe the sale prices prescribed by the competent authorities in its country. Article 15: Commercial Reporting 15.1 The Distributor shall dispatch a detailed report at the end of the year with respect to the distribution and sale of the Products, in addition to the condition of the pharmaceutical market in the country of the Distributor provided that same shall include the position of the competitors, the market indicators and matters related to the sale and distribution of Meda Products. 15.2 The Distributor shall dispatch a detailed list of sales to Meda within the first week of every month outlining the sold quantities of each sort and the value thereof, in addition to the inventory report on each of the Products' sorts indicated the batch No. therein, and production and expiry dates. Article 16: Protection of Products 16.1 The Distributor shall NOT modify the Products or the method of packaging or display thereof without a prior written permission by Meda. 16.2 The Distributor shall promptly notify Meda once it becomes familiar with any imitation by competitors, buyers or any other person. 16.3 Meda shall NOT be held responsible with respect to violation of the regulations and rules effective in Jordan with respect to sale, storage, marketing, and promotion of the agreed pharmaceutical products, but the Distributor shall be held responsible thereof. 5 Article 17: Term of the Contract 17.1 This Contract is effective from the day of signature of the last party to sign it and, unless otherwise terminated as provided herein, shall remain in full force and effect for all Products for an initial period until December 31, 2013 (the “Initial Period”). 17.2 Thereafter, the Contract will be automatically renewed for consecutive periods of 2 (two) years (the Initial Period and all consecutive periods together referred to as “Term”), if not terminated earlier by either party by giving written notice to the other party 6 (six) months prior to the end of either the Initial Period or any consecutive period. 17.3 Meda and the Distributor shall engage by an official letter an authorized officer by both of them to work and coordinate between them to follow up the execution of the Contract, while Meda has the right to send representatives thereof to ensure the accuracy and well progress of work on sales and distribution of the Products, the subject matter of this Contract. Article 18: Termination of the Contract 18.1 Either party may terminate this Contract if the other party hereto is substantially in default of satisfying its obligations provided for in this Contract, and fails thereafter to remedy the default within three months as of the date of receiving a written notice by registered mail with acknowledgement against receipt or by courier from the other party. In such case, this contract shall be terminated immediately upon the expiry of the three months term. 18.2 Any violations of the contractual obligations provided for in this Contract shall be deemed as substantial if repeated in spite of one party request to the other party to fulfill the contractual obligations. 18.3 In the event that either the Distributor or Meda enters into liquidation, bankruptcy, or insolvency procedures or any agreement for a personal interest, ceases it activity or is subject to any action or any other similar matter in accordance with the provisions of law applicable to this Contract, either party may terminate this contract by furnishing a written notice via the registered mail with acknowledgment against receipt thereof, or through a courier to the other party at the address set forth in the beginning of this Contract of both parties. 18.4 Termination of this contract by Meda or the Distributor in accordance with the provisions of this contract shall not suspend in any case the payment of the value of any due rights to either party. Article 19: Rights Arising from Termination of the Contract 19.1 In the event of terminating this contract in whatsoever manner or time: a) The Distributor hereby undertakes to stop the distribution and advertisement of the Products and the use of Meda's trademarks. b) Meda shall have the option to: Allow the Distributor to dispose of the Products' inventory within a period specified in three months as of the date termination of the contract or to purchase all or some of the Products at the price paid by the Distributor plus 10% (clearance and custom fees) provided that the Products are in a good salable condition with new outer package, and that the validity thereof is not 6 less than half of the validity period. In such case, the Distributor shall return to Meda or to the person appointed by it all the Products that Meda selects to return. 19.2 The Distributor shall return to Meda at the expiry of the term of Contract all the marketing and advertisement materials, samples and other documents that Meda provided it with and that it maintains in its possession. 19.3 The Distributor shall not be entitled to get a compensation for the goodwill or any other compensation thereof in the event of contract termination. Article 20: Force Majeure In the event of occurrence of unexpected force majeure that cannot be avoided and beyond the control and will of any party, such as act of God, orders of authorities, revolution, war, civil disorders, or any other circumstance that renders the execution of the contract impracticable, both parties shall be exempted from the execution thereof where the terms and conditions herein shall be suspended throughout the continuation of the force majeure. In the event that such circumstances continue to exist for more than sixty (60) days, the parties hereto shall meet to agree on the best means and arrangements under such circumstances. Article 21: Law / Arbitration 21.1 This Contract shall be governed by and construed in accordance with the laws of Switzerland. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. 20.2 All disputes arising out of or in connection with the Contract shall first be attempted to be settled between the parties on a good faith basis. If the parties are unable to resolve the dispute within 60 (sixty) days from the receipt by one party of the other party’s written notice asking for such amicable settlement discussions then such dispute shall be finally settled by arbitration in accordance with the International Chamber of Commerce (ICC) Rules of Arbitration by three arbitrators, appointed in accordance with said rules. The place of arbitration shall be Zurich, Switzerland. The proceedings shall be conducted and all documentation shall be presented in English. Article 22: Registration of the Company and the Products The Distributor shall register Meda and its Products so that all the costs of registration of Meda Products shall be at Meda expense provided that the Distributor sends the full registration cost to Meda prior to commencement thereof, where Meda shall approve the same in writing. The Distributor shall pay the amount thereof which shall be paid to it thereafter in the form of Meda goods, where Meda shall comply with all the requirements for registration such as samples, papers or certificates. Article 23: Assignment The conditions and covenants set forth in this Contract are binding upon both parties and their successors; neither party may assign this contract or any right in it to anybody in whatsoever manner but upon the written approval of the other party. Article 24: Amendments and Annexes Meda prior to commencement thereof, where Meda shall approve the same in writing. The Distributor shall pay the amount thereof which shall be paid to it thereafter in the form of Meda goods, where Meda shall comply with all the requirements for registration such as samples, papers or certificates. Article 23: Assignment The conditions and covenants set forth in this Contract are binding upon both parties and their successors; neither party may assign this contract or any right in it to anybody in whatsoever manner but upon the written approval of the other party. Article 24: Amendments and Annexes Amendments or annexed attached or that may be attached to this Contract constitute an integral part of this Contract. Additional annexes are executed or terminated by the approval and signature of both parties without the need for a separate agreement. Furthermore, each party shall endorse this agreement with the concerned entities in its country. This Contract has been signed by both parties in two original copies where each party received a copy thereof to act accordingly. MEDA Pharmaceuticals MEA FZ - LLC. Esfandiar Faghfouri Orient Drugstore Dr. Taher Radi AI-Shakhashir 7' , .. -:io:i'C~ , .., ~--"":"';1'18Jordan ) C)4nOO '",",,"" "._.- .. - Signature: Position: General Manager Date: ¥. If d{ / '2&7( C> 7 fVlE:DAPharmaceuticals MEA & Ortent Drug Store -Jordan Contractual Aqreement September 20 0 8 Annex 1 Payment and Delivery Terms Product Supply Price Currency Payment Terms Delivery Term (Incoterm 2000) MOQ MOF Aldara Ceam 5% 12’s 44.95 GBP Net 90 days CPT 3,125 March/Sept Tambocor Tab 100mg 60‘s 6.56 GBP Net 90 days CPT 3,438 March/Sept Norgesic Tab 48’s 1.383 GBP Net 90 days CPT 11,000 March/Sept Allergodil Nasal Spray 4.11 EURO Net 90 days CPT 10,000 March/Sept 9 Annex 2 Minimum Purchases in UNITS Product 2011 2012 2013 Aldara Ceam 5% 12’s 750 1,250 2,000 Tambocor Tab 100mg 60‘s 600 1,000 1,500 Norgesic Tab 48’s 35,000 50,000 65,000 Allergodil Nasal Spray 5,000 7,500 10,000