Filed by sedaredgar.com - Caleco Pharma Corp. - Exhibit 10.1






EXCLUSIVE LICENSE AGREEMENT 

This Exclusive License Agreement (the “Agreement”) is dated as
of the 1st day of November, 2009 (the “Effective Date”). 

BETWEEN: 


  
    
      
        CALECO PHARMA INC., a Nevada corporation
          having an address at Suite 410 – 103 East Holly Street, National
          Bank Building, Bellingham, WA 98225. 

        (the “Licensor”) 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        CALECO PHARMA EUROPE, S.L., a Spanish
          corporation having an address at Bori I Fontesta No 19, 5o, 1a, Barcelona,
          Spain 08016. 

        (the “Licensee”) 

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.          The
Licensor has developed or is in the process of developing the products set out
in the attached Schedule “A” as Food Supplements, Hair and Dermatological
Products, Energy Drinks and Chewing Gum (the “Products”); 

B.          The
Licensee desires to secure the license, right and permission to market,
distribute and sell the Products in the Territory (as defined below); and 

C.          The
Licensor is willing to license the Products to the Licensee for such development
and use, upon the terms and subject to the conditions set forth in this
Agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows: 

1.        
 DEFINITIONS 

In this Agreement, the following words and phrases shall have
the following meanings: 

“Affiliate” means any company, corporation, partnership,
limited liability company, trust or other business entity that directly or
indirectly controls, is controlled by, or is under common control with a
designated person or entity, and for such purpose “control” shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
management and policies of the entity, whether through the ownership of voting
securities, by contract or otherwise; 

“Development Plan” means a plan setting out the
activities to be undertaken by the Licensee in connection with the marketing,
distribution and sale of the Products in the Territory. Attached as Schedule “C”
is a preliminary outline of the initial Development Plan; 




-2-

“Exclusive License” has the meaning set forth in Section
2.1 of this Agreement; 

“First Commercial Sale” means the initial sale by or on
behalf of the Licensee of the Products to a third party; 

“Gross Sales” means the gross amounts invoiced by the
Licensee, its Affiliates and its respective sublicensees for sales of the
Products to third parties that are not sublicensees of the selling party (unless
such sublicense is the end user of such Products, in which case the amount
billed therefore shall be deemed to be the amount that would be billed to a
third party end user in an arms length transaction); At the end of the year a
reconciliation will be made based on any possible rebate or discount made,
always justified on a former agreement.

“Improvement” means any modification or variant of the
Products, whether patentable or not, which, if manufactured, used, or sold,
would fall within the scope of the Products; 

“Intellectual Property” means all copyrights, patent
rights, trade secret rights, trade names, trademark rights, process information,
technical information, designs, drawings, inventions and all other intellectual
and industrial property rights of any sort related to or associated with the
Products; 

“Know-how” means all know-how, knowledge, expertise,
inventions, works of authorship, prototypes, technology, information, know-how,
materials and tools relating thereto or to the design, development, manufacture,
use and commercial application of the Products; 

“Products” means those products set out in Schedule “A”
of this Agreement. The Licensee acknowledges that the formulations of the
Products are derived from the Licensor’s Technology, including the Licensor’s
patent applications and European Drug Master File Applications as set out in
Schedule “B”; 

“Reporting Quarter” means each respective period of
three (3) consecutive months ending on January 31, April 30, July 31 and October
31; 

“Royalty” has the meaning set forth in Section 3.1 of
this Agreement; 

“Securities Act” means the United States Securities Act
of 1933; 

“Technology” means the technology utilized by the
Products developed by the Licensor including all Improvements related thereto,
and all related trademarks, copyrights, and the Licensor’s patent applications
and European Drug Master File Applications as set out in Schedule “B”; 

“Territory” means all countries located in the European
continent, including but not limited to the following countries: Albania,
Germany, Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and
Herzegovina, Bulgaria, Croatia, Cyprus, Vatican City, Denmark, Slovakia,
Slovenia, Spain, Estonia, Finland, France, Georgia, Greece, Hungary, Iceland,
Ireland, Italy, Kazajistán, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta,
Moldova, Monaco, Montenegro, Norway, Netherlands, Poland, Portugal, United
Kingdom, Czech Republic, Republic Of Macedonia, Romania, Russia, San Marino,
Serbia, Sweden, Switzerland, Turkey and Ukraine. 




-3-

2.    
     GRANT OF EXCLUSIVE LICENSE


2.1        The Licensor
grants to the Licensee the exclusive right and license to enjoy, commercialize
and exploit, use and sell the Products throughout the Territory. 

2.2        In
consideration of the grant of the Exclusive License, the Licensee agrees to:


	 	(a) 	
      issue to the Licensor such number of shares of the
      Licensee that shall equal ten percent (10%) of the issued and outstanding
      shares of the Licensee (the “Shares”), within 30 days following the date
      of execution of this Agreement. The Licensee acknowledges that it has an
      issued and outstanding share capital of 3,340 Euros and has no options or
      warrants to acquire shares issued and outstanding; and

	 	 	 
	 	(b) 	
      pay the royalty set out in Article
3.



2.3        The Licensee
shall not issue any additional shares of any class or rights to acquire shares
of any class except as follows: 

	 	(a) 	
      If the Licensee offers to issue additional shares and the
      Licensee’s outstanding share capital is 1,000,000 Euros or less, the
      Licensee shall issue to the Licensor, for no additional consideration, the
      same class of shares to the Licensor and such number of shares equal to
      ten percent (10%) of the issued shares following their issuance.

	 	 	 
	 	(b) 	
      If the Licensee offers to issue additional shares and the
      Licensee’s share capital is above 1,000,000 Euros at the time of the
      issuance, the Licensee shall grant the Licensor a right to purchase, for
      the same price and on the same terms, the same class of shares offered and
      such number of shares equal to ten percent (10%) of the issued shares
      following their issuance.



2.4        The Licensee or
the shareholders of the Licensee shall subscribe for 1,000,000 shares of the
Licensor’s common stock at a price of $0.10 per share. The parties acknowledge
that the shares are “restricted securities” within the meaning of the Securities
Act and will be issued to non-U.S. persons in accordance with Regulation S of
the Securities Act. 

2.5        The Licensor will
not have any right to sell or distribute the Products in the Territory,
including any new products derived from the plant extracts of Calendula
Officinalis L., Agrimonia Eupatolia L. and Lamium Album L., as long as the
present contract is valid and all the terms and conditions are being respected.


3.        
 ROYALTY 

3.1        The Licensee
shall pay to the Licensor a royalty (the “Royalty”) on the sale of the Products
by the Licensee equal to 5% of the Gross Sales. 

3.2        The Royalty
shall be calculated and reported for each Reporting Quarter, commencing on
January 31, 2010. For each Reporting Quarter, whether or not a payment is due
for such reporting period, reports shall be provided to the Licensor fifteen
(15) days after the end of each Reporting. All payments due to the Licensor as a
result of Gross Sales by the Licensee under this Agreement shall be payable
forty-five (45) days of the end of each Reporting Quarter.




-4-

3.3        All payments
hereunder shall be payable in Euros by wire transfer in immediately available
funds to a bank and account designated in writing by the Licensor, unless
otherwise specified in writing by the Licensor. 

4.         
RIGHT TO SUBLICENSE 

4.1        The Licensee
shall have the right during the continuance of this Agreement to enter into
agreements with other persons, firms or corporations, giving and granting to
them or any of them the right to market, distribute and sell the Products in the
Territory subject to the following conditions: 

	 	(a) 	
      the granting by the Licensee of a sublicense shall not
      relieve the Licensee of any of its obligations under this
  Agreement;

	 	 	 
	 	(b) 	
      such sublicense agreement shall still entitle the
      Licensor to be paid the Royalty; and

	 	 	 
	 	(c) 	
      the sublicensee agrees to be bound by all the terms of
      this Agreement.



4.2        Upon entering
into a sub-license agreement, the Licensee shall immediately provide a copy of
the agreement to the Licensor. 

5.         
DEVELOPMENT AND COMMERCIALIZATION 

5.1        The Development
Plan and all updates and amendments thereto shall be subject to the review and
comment by the Licensor. Within forty-five (45) days of the Effective Date, the
Licensee will prepare an initial draft Development Plan based on the outline
attached hereto as Schedule C and submit such initial draft Development Plan for
review, comment and approval by the Licensor. The Licensor will have the
opportunity to provide comments and make amendments to the Development Plan. The
Licensee shall be required to make such reasonable changes as required by the
Licensor.

5.2        The Licensee
shall be responsible for all costs associated with the development, distribution
and sale of the Products in the Territory. 

5.3        During the
term of this Agreement, the Licensee shall use commercially reasonable efforts
to distribute and sell the Products in the Territory.

5.4        The Licensee
shall have incurred expenditures of 65,000 Euros in connection with the
distribution and sale of the Products in the Territory within sixty (60) days of
receiving the complete line of products samples from the manufacturer. The First
Commercial Sale of the Products in the Territory must occur within sixty (60)
days of the date that the Licensee receives its first delivery of the complete
line of product samples from the manufacturer.

5.5        If the
Licensee fails to comply with the provisions of this Article 5, the Licensor may
terminate this Agreement in accordance with Section 11.1 of this Agreement. 

5.6        The Licensor
shall be responsible for selecting a manufacturer to manufacture the Products in
the Territory. Notwithstanding the above and subject to the approval of the
Licensor, the Licensee may select a manufacturer to manufacture the Products.


5.7        Upon the Licensor
selecting a manufacturer, the Licensee shall enter into a manufacture and supply
agreement with the manufacturer. The Licensee shall be responsible for all
payments to the manufacturer in connection with the manufacturing of the
Products in the Territory. 




-5-

6.         
TITLE TO INTELLECTUAL PROPERTY / IMPROVEMENTS 

6.1        The
Technology and trademarks included in the Products shall remain the property of
the Licensor subject to the Exclusive License granted by this Agreement. The
Licensor shall, upon demand, execute and deliver to the Licensee such documents
as may be deemed necessary by counsel for the Licensee for filing in appropriate
government offices to evidence the granting of the Exclusive License. 

6.2        In the event the
Licensee or the Licensor shall make any Improvements, the said Improvements and
any applications and patents therefor shall likewise come under this Agreement
and be subject to all the terms and provisions thereof. 

7.        
 TECHNICAL ASSISTANCE 

7.1        The Licensor
shall, at the Licensee’s request and expense, provide technical assistance to
the Licensee within fifteen (15) days of a request by the Licensee to provide
such assistance. 

7.2        Upon the
Licensee’s request, the Licensor shall provide to the Licensee its technical and
scientific information of the Products to assist the Licensee in its
distribution and sale of the Products. The Licensor shall only be required to
provide the Licensee with such information that is already in the public domain.


8.        
   AUDIT

8.1        The Licensee
shall keep and maintain during the currency of this Agreement such full and
accurate records (including books of account) as are necessary to determine the
amounts payable hereunder and shall permit a member of the American Institute of
Public Accountants designated by the Licensor during normal business hours and
upon reasonable notice to have full access to such records, to audit them, and
to make copies of them solely for the purpose of verifying the accuracy thereof.
The Licensor shall bear all costs of such examination unless such examination
reveals a material misstatement or mispayment of the amount owing by the
Licensee to the Licensor of 7.5% or more, in which event the Licensee shall bear
all costs of such examination, and the Licensee agrees to promptly reimburse
Licensor for such costs. 

If any such inspection reveals a shortfall in the royalties
payable to the Licensor hereunder then the Licensee shall forthwith pay the full
amount of such shortfall, plus interest as herein provided, to Licensor. 

8.2        For each of
the Licensee’s fiscal years occurring wholly or partly during term of this
Agreement, the Licensee shall within six months after the end of each such
fiscal year, deliver to the Licensor a copy of the Licensee’s financial
statements for such fiscal year. 

9.        
 PATENTS OR TRADEMARKS 

9.1        The Licensee
shall have the right to use the trade name “Caleco Pharma” in connection with
the marketing, sale and distribution of the Products in the Territory. 

9.2        If any complaint
alleging infringement or violation of any Trademark or other proprietary rights
is made against the Licensor or its customers, licensees or sub-licensees in
respect of the 




-6-

manufacture, use or sale of Products in any country in the
Territory, then the following procedure shall be adopted. The Licensee shall
promptly upon receipt of any such complaint notify the Licensor of same, and
shall throughout the pendency of such complaint keep the Licensor fully informed
of the actions and positions taken by the complainant and taken and proposed to
be taken by the Licensee. The Licensor may elect to participate formally in any
litigation involving the complaint, to the extent that the court permits, but
any additional expenses generated by such formal participation shall be borne
entirely by the Licensor (subject to the possibility of recovery of some or all
of such additional expenses from the complainant). 

10.        TERM
AND TERMINATION 

10.1       The Exclusive License
will be for a term of 20 years (the “Term”) from the date this Agreement is
executed, unless sooner terminated in accordance with the provisions of this
Agreement. 

10.2        Notwithstanding
Article 11 of this Agreement, the Licensor may terminate this Agreement on
thirty (30) days written notice to the Licensee if the Licensee has failed to
achieve the following annual gross revenues from the sale of the Products in the
Territory as set out below: 

	 	(a) 	
      annual gross revenues of $3 million during the period
      from July 31, 2012 to July 30, 2013;

	 	 	 
	 	(b) 	
      annual gross revenues of $5 million during the period
      from July 31, 2013 to July 30, 2014; or

	 	 	 
	 	(c) 	
      annual gross revenues of $12 million during the period
      from July 31, 2014 to July 30, 2015.



11.        
 DEFAULT 

11.1        If the Licensee
is in default of any material obligation under this Agreement, then the Licensor
may give notice of default (a “Notice of Licensee Default”) to the Licensee.
Upon receipt of a Notice of Licensee Default and subject to the Licensee’s right
to arbitrate a dispute as to a default, the Licensee will have a period in which
to remedy the default (a “Licensee Remedy Period”). The Licensee Remedy Period
will equal thirty (30) days if the default relates to non-payment of the Royalty
or non-issuance of the Shares. The Licensee Remedy Period will equal sixty (60)
days in any other case. 

11.2        If the Licensee
disputes that it is in default, it may give a notice to arbitrate to the
Licensor (a “Notice to Arbitrate”). A Notice to Arbitrate must be given within
the applicable Licensee Remedy Period. If the Licensee delivers a Notice to
Arbitrate, then the dispute will be arbitrated in accordance with the
arbitration provisions of this Agreement and the Licensee Remedy Period will be
suspended until such time as the arbitrator reaches a decision. If the
arbitrator determines that the Licensee is not in default of its obligations
under this Agreement, then the Licensee will be deemed not to be in default of
its obligations under this Agreement. If the arbitrator determines that the
Licensee is in default of its obligations under this Agreement, then the
Licensee Remedy Period will be deemed to re-commence on the date of the decision
of the arbitrator and the Licensee will have either thirty (30) or sixty (60)
days, as applicable, to remedy the default. 

11.3        If the Licensee
fails to remedy a default within the applicable Licensee Remedy Period, then the
Exclusive License will terminate. 




-7-

11.4        If the Licensor
is in default of any material obligation under this Agreement, then the Licensee
may give notice of default (a “Notice of Licensor’s Default”) to the Licensor.
Upon receipt of a Notice of Licensor’s Default and subject to the Licensor’s
right to arbitrate a dispute as to a default, the Licensor will have a period of
sixty (60) days in which to remedy the default (an “Licensor’s Remedy
Period”).

11.5        If the Licensor
disputes that it is in default, the Licensor may give a notice to arbitrate to
the Licensee (a “Notice to Arbitrate”). A Notice to Arbitrate must be given
within the applicable Licensor’s Remedy Period. If the Licensor delivers a
Notice to Arbitrate, then the dispute will be arbitrated in accordance with the
arbitration provisions of this Agreement and the Licensor’s Remedy Period will
be suspended until such time as the arbitrator reaches a decision. If the
arbitrator determines that the Licensor is not in default of its obligations
under this Agreement, then the Licensor will be deemed not to be in default of
their obligations under this Agreement. If the arbitrator determines that the
Licensor is in default of its obligations under this Agreement, then the
Licensor’s Remedy Period will be deemed to commence on the date of the decision
of the arbitrator and the Licensor will have thirty (30) to remedy the default.


11.6        If the Licensor
fails to remedy a default within the applicable Licensor’s Remedy Period, then
the obligation of the Licensee to pay the Royalty will be suspended until such
time as the default is remedied by the Licensor, provided that the Licensee will
be entitled to deduct any damages arising from the default from any future
payment of the Royalty. 

12.       
  ARBITRATION OF DISPUTES 

12.1

12.1        Any dispute,
controversy or claim arising out of or in connection with this Agreement, or the
breach, termination or invalidity thereof, the parties renounce expressly to any
other applicable jurisdiction, and submit to Arbitration of Law before the
International Chamber of Commerce of Paris (ICC). . Any matter presented for
arbitration will be settled by arbitration proceedings conducted by one
arbitrator . The decision of the arbitrator as to any matter in dispute under
this Agreement will be binding and conclusive upon the parties. The decision of
the arbitrators will be rendered in writing and will include the basis for the
decision. Judgment upon any award rendered by the arbitrator may be entered in
any court having jurisdiction 

13.        
 INTEREST ON OVERDUE PAYMENTS 

13.1        Except as
otherwise specified herein, interest shall accrue on all overdue payments
hereunder from the due date for such payment until actual payment, such interest
to be computed at an effective annual interest rate of 6% per annum over and
above Euribor in Euros. 

14.         
ASSIGNMENT 

14.1        Neither party
may assign its rights and obligations under this Agreement without the other
party’s prior written consent. Any refusal by the parties of an assignment will
not be considered unreasonable if the transaction that is the subject of the
refusal is in accordance with internationally accepted standards for the
licensing of Products. The assigning party shall provide the other party with
prompt written notice of any such assignment. Any permitted assignee shall
assume all obligations of its assignor under this Agreement, and no permitted
assignment shall relieve the assignor from liability hereunder. Any attempted
assignment in contravention of the foregoing shall be void. 




-8-

15.         
CONFIDENTIALITY 

15.1        Where use in
this Agreement, “Confidential Information” means all knowledge, information,
techniques, methods, processes, Know How, business projections, and Intellectual
Property (whether or not reduced in writing; whether or not subject to
proprietary protection at law; and whether or not the information is already
available in the public domain) in any way concerning or relating to the
Products which in any way and at any time or times has been or may be
communicated to, acquired by, or learned of by the Licensee in the course of or
as a direct or indirect results of the Licensee’s access to information
concerning the Products provided by the Licensor. The Licensee specifically
acknowledges and agrees in this Agreement, “Confidential Information” includes
information, which may be in the public domain in some form but shall be
considered confidential herein due to its method and presentation as part and
parcel of the development and commercialization of the Products. 

15.2        The Licensee
acknowledges that the success, profitability and competitive position of the
Licensor requires that strict confidentiality be maintained at all times with
respect to all Confidential Information, and that any breach of such
confidentiality is capable of causing substantial damage to the Licensor.
Accordingly, the Licensee covenants and agrees with the Licensee that: 

	 	(a) 	
      the Licensee shall at all times hereafter keep all
      Confidential Information in the strictest confidence;

	 	 	 	 
	 	(b) 	
      the Licensee shall hold all Confidential Information in
      trust for the Licensor; and

	 	 	 	 
	 	(c) 	
      the Licensee shall not at any time hereafter directly,
      indirectly or in any other manner:

	 	 	 	 
	 		(ii) 	
      publish or in any way participate or assist in the
      publishing of any Confidential Information;

	 	 	 	 
	 		(iii) 	
      utilize any Confidential Information, except only as may
      be required for the development, manufacturing, commercialization and sale
      of the Products by the Licensee; or

	 	 	 	 
	 		(iv) 	
      disclose or assist in the disclosure of any Confidential
      Information to any person, firm, corporation or other entity
      whatsoever.



The provisions of this Section 15.2 shall not apply to any
Confidential Information which the Licensee expressly permits the disclosure of,
provided that the disclosure is made in compliance with any conditions imposed
in connection with the permission of such disclosure. 

16.         
INDEMNIFICATION

16.1        The Licensee
shall indemnify, defend and hold harmless the Licensor (including its officers,
directors, employees and agents) from and against any/all claims, damages,
liabilities, settlement costs and expenses (including reasonable legal fees)
arising from or occurring as a result of the distribution or sale of the
Products in the Territory by the Licensee, its Affiliates or sublicensees; the
negligence or willful misconduct of the Licensee; or the breach of any of the
covenants, warranties and representations made by the Licensee to the Licensor
under this Agreement. 




-9-

16.2        The Licensor
agrees to indemnify, defend and hold harmless Licensee (including its officers,
directors, employees and agents) from and against any/all claims, damages,
liabilities, settlement costs and expenses (including reasonable legal fees)
arising directly or indirectly from or relating to the negligence or willful
misconduct of the Licensor or manufacturer; or the breach of any of the
covenants, warranties and representations made by the Licensee to the Licensor.


16.3        In no event
shall either party to this Agreement be liable to the other (including its
officers, directors, employees and/or agents) for any indirect, special,
incidental or consequential damages whatsoever, including, without limitation,
damages in the nature of lost profits or business interruption, whether arising
in contract (including fundamental breach), tort (including negligence) or
otherwise, even if the other party was advised of the possibility of such
damages, or whether such damages were foreseeable. 

17.         
INSURANCE 

17.1        During the Term,
the Licensee shall obtain and maintain, at its sole cost and expense, product
liability insurance in connection with the distribution and supply of the
Products in amounts that are reasonable and customary in the European Union
pharmaceutical and biotechnology industry for companies engaged in comparable
activities, designating the Licensor as an additional insured under such
insurance. It is understood and agreed that this insurance shall not be
construed to limit the Licensee’s liability with respect to its indemnification
obligations hereunder.

17.2        The Licensee
shall provide to the other party upon request a certificate evidencing the
insurance such party is required to obtain and keep in force under this Article
17. The Licensee will notify the Licensor at least thirty (30) days’ prior to
the expiration or cancellation of such insurance, or any reduction in coverage
thereunder. 

18.         
EQUAL PARTICIPATION IN DRAFTING 

18.1        The parties have
equally participated in the drafting of the within Agreement, each having had
the opportunity to be independently represented by counsel. The Licensee
acknowledges that O’Neill Law Group PLLC have acted solely for the Licensor in
connection with the preparation, negotiation and execution of this Agreement and
the Licensee has been advised to obtain the advice of independent legal counsel
in entering into this Agreement. 

19.         
REPRESENTATIONS AND WARRANTIES OF THE LICENSOR 

19.1        The Licensor
represents and warrants to the Licensee that: 

	 	(a) 	
      The execution and delivery of this Agreement by the
      Licensor has been duly authorized. The person executing this Agreement on
      behalf of the Licensor has full and proper authorization to execute same,
      and this Agreement is the valid and binding agreement of the Licensor and
      is enforceable against the Licensor in accordance with its terms;
    and

	 	 	 
	 	(b) 	
      The Licensor warrants that the Products are genuine and
      valid, that it has sole title to them, and full right, authority and power
      to enter into this Agreement, and that it shall indemnify and save
      harmless the Licensee against any and all rights and contracts that may be
      held or claimed by others.







-10-

20.        
 REPRESENTATIONS AND WARRANTIES OF THE LICENSEE


20.1        The Licensee
represents and warrants to the Licensor that: 

	 	(a) 	
      The Licensee is a corporation that is duly formed,
      organized, validly existing and in good standing under the laws of its
      jurisdiction of formation; and

	 	 	 
	 	(b) 	
      The execution and delivery of this Agreement by the
      Licensee has been duly authorized. The person executing this Agreement on
      behalf of the Licensee has full and proper authorization to execute same,
      and this Agreement is the valid and binding agreement of the Licensee and
      is enforceable against the Licensee in accordance with its
  terms.



21.         
MISCELLANEOUS PROVISIONS 

21.1        No cancellation,
modification, amendment, deletion, addition or other change in this Agreement or
any provision hereof, or waiver of any right or remedy hereby provided, shall be
effective for any purpose unless specifically set forth in writing, signed by
the party to be bound thereby. No waiver of any right or remedy in respect of
any occurrence or event on one occasion shall be deemed a waiver of such right
or remedy in respect of such occurrence or event on any other occasion. 

21.2        This Agreement
shall be construed in accordance with, and governed by, the laws of the State of
Nevada and each party hereto adjourns to the jurisdiction of the courts of the
State of Nevada.

21.3        The headings are
inserted solely for convenience of reference and shall not be deemed to restrict
or modify the meaning of the Articles to which they pertain. 

21.4       
This Agreement constitutes the entire agreement between the parties with respect
to all matters herein contained, and its execution has not been induced by, nor
do any of the parties hereto rely upon or regard as material, any
representations or writings whatsoever not incorporated herein and made a part
hereof. This Agreement shall not be amended, altered or qualified except by an
instrument in writing, signed by all parties hereto and any amendments,
alterations or qualifications hereof shall not be binding upon or affect the
rights of any party who has not given its consent in writing. 

21.5        The division of
this Agreement into articles and sections is for convenience of reference only
and shall not affect the interpretation or construction of this Agreement. 

21.6        In the event
that any of the covenants herein contained shall be held unenforceable or
declared invalid for any reason whatsoever, such unenforceability or invalidity
shall not affect the enforceability or validity of the remaining provisions of
this Agreement and such unenforceable or invalid portion shall be severable from
the remainder of this Agreement. 

21.7        In the event of
an inability or failure by any party by reason of any fire, explosion, war,
riot, strike, walk-out, labour controversy, flood, shortage of water, power,
labour transportation facilities or necessary materials or supplies, default or
power failure of carriers, breakdown in or the loss of production or anticipated
production from plant or equipment, act of God or public enemy, any law, act or
order of any court, board, government or other authority of competent
jurisdiction, or any other direct cause (whether or not of the same character as
the foregoing) beyond the reasonable control 




-11-

of the party, then the party shall not be liable to the other
party and will not be deemed to be in default during the period and to the
extent of such inability or failure.

21.8        Any notice
required or permitted to be given hereunder shall be in writing and shall be
effectively given if: 

	 	(a) 	
      Delivered personally;

	 	 	 
	 	(b) 	
      Sent by prepaid courier service or mail;

	 	 	 
	 	(c) 	
      Sent prepaid by telecopiers, fax, telex or other similar
      means of electronic communication; or

	 	 	 
	 	(d) 	
      Addressed to the relevant party at the address/fax number
      shown for that party at the beginning of this
Agreement.



Any notice so given shall be deemed conclusively to have been
given and received when so personally delivered or, if sent by telex, fax,
telecopier or other electronic communication, on the first business day
thereafter, or if sent by mail on the third business day thereafter. Any party
may change any particulars of its address/fax number for notice by notice to the
others in the manner above described. 

21.9        Time shall be of
the essence of this Agreement. 

21.10      This Agreement shall enure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. 

21.11      The relationship between
the Licensor and the Licensee is, and during the term of this Agreement shall be
that of independent contractors. No party shall be deemed a legal representative
or agent of the other party for any purpose and shall have no right or authority
to assume or create in writing or otherwise, any obligation of any kind, express
or implied, with respect to any commitments, in the name of the other party or
on behalf of the other party, unless given with the express written authority of
such party. Furthermore, the relationship among the Licensor and the Licensee
hereunder shall not constitute a joint venture, general partnership or similar
arrangement. 




-12-

21.12      This agreement may be
executed in one or more counterparts, each of which so executed shall constitute
an original and all of which together shall constitute one and the same
agreement. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement and as of the date and year first above written. 

	CALECO PHARMA EUROPE S.L. 	 	CALECO PHARMA CORP. 
	by its authorized signatory 	 	by its authorized signatory: 
	 	 	 
	  	 	 
	/s/ Fernando Chavarri
      Gonzalez 	 	/s/ John Boschert   
	Signature of Authorized Signatory 	 	Signature of Authorized Signatory 
	  	 	  
	 	 	 
	Fernando Chavarri
      Gonzalez 	 	John Boschert
    
	Name of Authorized Signatory 	 	Name of Authorized Signatory 
	  	 	  
	 	 	 
	President 	 	President 
	Position of Authorized Signatory 	 	Position of Authorized Signatory 


\4438\25-Europe Marketing
License\ExclLicenseAgt.v6.doc 




SCHEDULE A 

to that Exclusive License Agreement dated as of November 1st,
2009 

PRODUCTS 

	 	1. 	
      Lamiridosin

	 	2. 	
      Lamiricream (2)

	 	3. 	
      Lamirigel (3)

	 	4. 	
      Lamirishampoo

	 	5. 	
      Lamiriconditioner

	 	6. 	
      Lamirihairtonic

	 	7. 	
      KTKin

	 	8. 	
      KTK Chewing Gum

	 	9. 	
      KTKids Children Chewing Gum.







SCHEDULE B 

to that Exclusive License Agreement dated as of November 1st,
2009 

LIST OF PATENT APPLICATIONS 


	  	Patent Application Number 	Description of Patent Application 
	1. 	US Patent Application #20080319042 	Compositions and Methods of Treatment of Liver
      Disease 
	2. 	PCT/US2008/001912 	Compositions and Methods of Treatment of Liver
      Disease 



LIST OF EUROPEAN DRUG MASTER FILES 


	  	Exxentia File Number of EDMF 	Description of EDMF 
	1.
    	ED/0812313 	Calendula officinalis L. 
	2.
    	ED/0812311 	Agrimonia eupatoria L. 
	3. 	ED/0812314 	Lamium album L.








SCHEDULE C 

to that Exclusive License Agreement dated as of November
1st, 2009 

DEVELOPMENT PLAN