Exhibit 10.1


 


License,
Exclusive Distribution and Supply Agreement


 


This License, Exclusive
Distribution and Supply Agreement is entered into as of the latest date set forth on the signature lines below by and between,
on the one part, Oculus Innovative Sciences, Inc., a Delaware corporation having a place of business at 1129 No. McDowell Boulevard,
Petaluma, California, USA 94954 (hereinafter referred to as “Licensor”) and Oculus Technologies of Mexico S.A.
de C.V. (hereinafter referred to as “Manufacturer”), a limited liability corporation organized under the laws
of Mexico, having a place of business at Industria Vidriera 81, Fracc. Industrial Zapopan Norte, 45130 Zapopan, Jalisco, Mexico,
and, on the other part, More Pharma Corporation, S. de R.L. de C.V. (hereinafter referred to as “Licensee”),
a limited liability company organized under the laws of Mexico, having a place of business at Av. Ejército Nacional 926,
Interior 203 Col. Los Morales, Sección Palmas 11540, Mexico City, Mexico.


 


WHEREAS, Manufacturer
manufactures certain products based on the Proprietary Rights (as such term is defined below) which it is willing to supply to
Licensee on the terms and subject to the conditions of this Agreement;


 


WHEREAS, the full
ownership of any and all right, title and interest in and to its intellectual property and any Proprietary Right related to the
Products (as such term is defined below) remains and retains with the Licensor, save for the Manufacturer Trademarks;


 


WHEREAS, the full
ownership of any and all right, title and interest in the Manufacturer Trademarks remains and retains with the Manufacturer, unless
provided otherwise herein below;


 


WHEREAS, Licensee
wishes to obtain from Licensor (i) an exclusive license of the Proprietary Rights pursuant to the terms hereunder; and (ii) the
exclusive rights to distribute the Products in the Territory; and


 


WHEREAS, Licensee wishes
to obtain from Manufacturer, and Licensor will cause Manufacturer to (i) grant to Licensee an exclusive license over the Manufacturer
Trademarks and (ii) uninterruptedly and continuously supply the Product;


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual promises and covenants set forth below, the Parties mutually agree as
follows:


 



    	 



    	 



    

1. Definitions.


 


"Affiliate"
means with respect to any person or entity (a) any other person or corporation directly or indirectly controlling, controlled by,
or under common control with a Party to this Agreement or (b) any partnership, joint venture or other entity directly or indirectly
controlled by, controlling, or under common control with, a Party to this Agreement, but in each case only for so long as such
ownership or control shall continue. For purposes of this definition, the term “control” as applied to any person or
entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management of that person
or entity, whether through ownership of voting securities or otherwise.


 


“Agreement”
means this License Exclusive Distribution and Supply Agreement, as amended from time to time.


 


“Business
Day” means a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in
the United States of America and in Mexico for the transaction of normal banking business.


 


“Conditioned
License” shall have the meaning assigned to it under Section 2.2 of this Agreement.


 


“COFEPRIS”
means Federal Commission for the Protection Against Sanitary Risks (“Comisión Federal para la Protección contra
Riesgos Sanitarios”) of the United Mexican States.


 


“Compensation”
shall have the meaning assigned to it under Section 4.1 of this Agreement.


 


“Contract
Year” means each calendar year as of January 01, 2014, provided however that the first Contract year shall be the period
beginning on the Effective Date and ending December 31, 2013.


 


“Distribution
Rights” shall have the meaning assigned to it under Section 2.1. of this Agreement.


 


“Effective
Date” means August 15, 2012.


 


“Equipment”
means the tools and machinery, including spare parts, property of SPV required for the manufacturing of the Product, which are
described in Schedule “F” hereto.


 


“Exclusivity
Payment” shall have the meaning assigned to it under paragraph (ii) of Section 4.1 of this Agreement.


 



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“Field”
means all medical applications for human use as a topical treatment via prescription or over-the-counter use.


 


“Government
Authority” means any federal, state, or public authority, domestic or foreign, exercising governmental powers and having
jurisdiction in connection with this Agreement; and all statutes, laws, ordinances, regulations, orders, decrees, permits, licenses,
approvals, writs, process and rules issued thereby that may operate in connection with this Agreement.


 


“Infringement
of Distribution Rights” shall mean the appointment by Licensor or any of its Affiliates of another licensee or distributor
in the Territory for the promotion, marketing, sale or distribution of the Product in the Territory for the Permitted Use in the
Field or the direct sale by such persons of the Products in the Permitted Use in the Field during the Term.


 


“Invention”
means any invention, discovery, development, method, process, formulas or know-how that is conceived, developed, or first reduced
to practice by a Party, or the Parties jointly, and which is not previously known or existing, during the exercise of its rights
or performance of its obligations under this Agreement, and in each case including all related intellectual property rights.


 


“Label Claims”
shall mean the label claims obtained for the Product as permitted under this Agreement.


 


“License”
shall have the meaning set forth in Section 2.1 of this Agreement.


 


“Manufacturer
License” shall have the meaning assigned to it in Section 2.1 of this Agreement.


 


“Marketing
Authorization” means the permit, authorization and/or license for the Products issued by the relevant health authorities
in the Territory, the underlying applications thereto, and any supplements and amendments to such government authorizations that
authorize the holder of such license to manufacture, market and sell the Products in the Territory (particularly in Mexico, known
as “Registros Sanitarios” as dully granted by COFEPRIS).


 


“Mexican
Royalty” shall have the meaning assigned to it under paragraph (iii) of Section 4.1 of this Agreement.


 


“Minimum
Purchase Requirements” means the minimum annual purchase of the Product for the Territory during each Contract Year,
with the first year ending December 31st, 2013, required to retain exclusive rights to use, promote, market, offer for sale, sell
and/or distribute the Products and all the rights acquired under this Agreement by Licensee. The Minimum Purchase Requirements
are set forth in Schedule “A” of this Agreement.


 


“Party”
shall mean each of Licensor, Manufacturer and Licensee.


 


“Permitted
Use” means use in accordance with applicable Label Claims.


 



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“Patent(s)”
means the patent(s) owned by Licensor in the Territory which are listed in Schedule “B” of this Agreement.


 


“Patent Application(s)”
means the patent application(s) filed by Licensor in the Territory which are listed in Schedule “B” of this Agreement.


 


“Pledge”
means a (i) pledge agreement subject to the Mexican Law of Negotiable Instruments and Credit Transactions (“Ley General de
Títulos y Operaciones de Crédito”) over the SPV Shares granted in favor of Licensee by Manufacturer and Co-Pledgor
as set forth in Section 6 of this Agreement, and (ii) a pledge without transfer of possession subject to the Mexican Law of Negotiable
Instruments and Credit Transactions (“Ley General de Títulos y Operaciones de Crédito”) over the Equipment
granted in favor of Licensee by Manufacturer as set forth in Section 6 of this Agreement.


 


“Proprietary
Rights” means the Trademark(s) Trademark Application(s), Patent(s), Patent Application(s), copyrights, trade secret rights
and all other intellectual and industrial property rights of any sort related to the Product in the Territory.


 


“Product”
means topical prescription and over-the-counter pharmaceutical products for humans utilizing the Licensor Technology as listed
in Schedule “A” of this Agreement. The Parties agree that they may, from time to time and by mutual agreement, introduce
new Products in such Schedule “A”, provided however, that pricing and Minimum Purchase Requirements must be set forth
by the Parties before adding any new Product to such Schedule “A”.


 


“Recall”
shall have the meaning assigned to it under Section 3.5 of this Agreement.


 


“Royalty”
shall have the meaning assigned to it under paragraph (i) of Section 4.1 of this Agreement.


 


“SPV”
shall have the meaning assigned to it under Section 6 of this Agreement.


 


“SPV Shares”
means the stock certificates issued by SPV to Manufacturer and Mr. Everardo Garibay Ramírez, representing 100% of the stock
ownership of SPV.


 


“Supply Disruption”
shall have the meaning assigned to it under Section 7.2.


 


“Technology”
means inventions (whether or not patentable), ideas, processes, formulas, technical information and know-how directly related to
the Product which are owned by Licensor and used by it as of the date of this Agreement, and improvements thereto which are developed
and owned by Licensor during the Term of this Agreement.


 



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“Territory”
means Mexico.


 


“Trademark(s)”
means the trademark(s) owned by Licensor or the Manufacturer in the Territory which are listed in Schedule “C”
of this Agreement, any derivations thereof, any other symbols related to the Products and all goodwill associated therewith.


 


“Trademark
Applications(s)” means the trademark applications(s) filed by Licensor or the Manufacturer in the Territory which
are listed in Schedule “C” of this Agreement, any derivations thereof, any other symbols related to the Products
and all goodwill associated therewith.


 


“Transfer
Price” shall have the meaning assigned to it under Section 4.2 of this Agreement.


 


“Termination
Date” means the date on which the Cure Period or the In Lieu Cure Period, as the case may be, of a Material Breach expires
without it being cured in accordance with Section 7.


 


2. License Grant and Distribution Rights.


 


2.1Ownership
and License. On the terms and subject to the conditions of this Agreement, Licensor hereby grants to Licensee an exclusive
license, with the right to sublicense, to all of the Proprietary Rights with respect to the Product to promote, market, import,
offer for sale, sell and/or distribute the Product in the Territory for the Permitted Use in the Field (the “License”)
and appoints Licensee as the exclusive distributor or the Products in the Territory during the Term (the “Distribution
Rights”). Licensor shall not, directly or indirectly, appoint another manufacturer, licensee or distributor in the Territory
for the manufacturing, promotion, marketing, sale or distribution of the Products in the Territory for the Permitted Use in the
Field. For the purpose of clarity, under no circumstances the Parties intent to transfer the Proprietary Rights.


 


Subject to the terms and conditions set
forth in Section 2.2., herein below, Licensor hereby grants to Licensee the Conditioned License.


 


Manufacturer hereby grants an exclusive
license over the Manufacturer Trademarks set forth in Schedule “C” hereof, with the right to sublicense pursuant
to the provisions herein, to all of the Proprietary Rights of Manufacturer during the Term of this Agreement (the “Manufacturer
License”).


 


All orders or direct inquiries received
by Licensor or the Manufacturer respecting the sale of the Products in the Territory will be referred by Licensor or the Manufacturer,
as the case may be, to Licensee. In such regard, Manufacturer agrees to provide a comprehensive list of its current clients to
allow Licensee to liaise directly with them for supply of Product purposes.


 



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The License, the Manufacturer License,
and the Distribution Rights are limited to and may be exercised exclusively by Licensee and/or its permitted sublicensees solely
for the purpose of promoting, marketing, import, offering for sale, selling and/or distributing the Product in the Territory for
the Permitted Use in the Field and may be used as necessary to carry out all actions before the Government Authorities as required
per applicable laws in connection with the Marketing Authorizations in the Territory. Licensee may not sublicense its rights hereunder,
except pursuant to agreements which shall be in writing and shall contain obligations of the third party materially similar to
the obligations of Licensee hereunder, and no less favorable to Licensor’s rights than the provisions contained in this Agreement.
Licensee shall be liable to Licensor and/or Manufacturer, as the case may be, for acts or omissions of any sublicensee not in conformity
with the terms of this Agreement or any agreement between Licensee and any sub-licensee. Licensee may export/import Licensee Products
as necessary to cover the Territory, subject to material compliance with all applicable import and export laws.


 


In the event Licensor, Manufacturer and/or
any of its Affiliates obtains an authorization to use the Products in Territory for a use other than the Permitted Use, Licensee
shall be granted a right of first refusal to exploit such new authorizations.


 


In any case, any sublicense agreement signed
by Licensee shall include a section providing that Licensor shall authorize the terms and conditions of any such sublicense agreement
within the following ten (10) Business Days after execution. If Licensor does not grant such authorization, the sublicense agreement
may not enter into effect and shall be null and void. Licensee shall deliver to Licensor and Manufacturer an original of any such
sublicense agreement duly signed by the Parties, within ten (10) calendar days after signature so that Licensor may grant its authorization
(such authorization not to be unreasonably withheld, conditioned nor delayed); if such authorization is not given in writing with
the referred term, the authorization shall be considered as granted.


 


Nothing herein shall prevent Licensor from
distributing Licensor’s other products outside the Field or outside the Territory. Provided however, that neither Licensor,
Manufacturer or any of its Affiliates shall sell Products to a third party which they have reason to believe will export or import
it to the Territory.


 


It is the intent of the Parties hereto
that the Proprietary Rights and Technology licensed hereunder shall be deemed to be “intellectual property” within
the meaning of section 101(35A) of Title 11, of the United States Code (the “Bankruptcy Code”) and, accordingly,
it is the further intention of the Parties that Licensee shall be entitled to the protections provided pursuant to section 365(n)
of the Bankruptcy Code.


 



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2.2Transfer
of Technology and Conditioned License. Upon request by Licensee provided that a Supply Disruption event arises as per Section
7.2 and is uncured after the In Lieu Cure Period as per the terms therein provided, or an Infringement of Distribution Rights
occurs, Licensor shall transfer to Licensee the Technology as shall be required by Licensee to independently manufacture the Product
using the Equipment, provided that Licensee shall pay to Licensor or the person appointed by it, a royalty of 8% over the quarterly
net sales of the Product as consideration for the Conditioned License. For such purposes, and subject to the occurrence of an
uncured Supply Disruption Event or an Infringement of Distribution Rights, Licensor hereby grants to Licensee, a non-exclusive
license over the Proprietary Rights, including the Technology and any know-how required by Licensee to be lawfully enabled to
directly or indirectly produce, manufacture, sell, distribute, and promote the Product in the Territory (the “Conditioned
License”). For the avoidance of doubt such license is conditioned to and will become effective upon an uncured Supply
Disruption event or an Infringement of Distribution Rights and it is granted for twenty five (25) years, such term will initiate
when the Conditioned License becomes effective. Such transfer of Technology to take place within ten (10) calendar days as of
receipt of such request. For purposes of clarity, Technology shall not include Proprietary Rights.


 


2.3Ownership
of Proprietary Rights.


 


(a)Licensor shall
retain and own all right, title and interest in and to its Proprietary Rights.


 


(b)Licensor and
Manufacturer, as applicable, shall have the responsibility and obligation to prosecute and maintain existing Trademark(s), Trademark
Application(s), Patent(s), Patent Application(s) and copyrights in the Territory.


 


(c)Licensor
and Manufacturer agree to jointly and severally protect Licensee against all infringements and alleged infringements of the
Trademark(s) Trademark Application(s), Patent(s), Patent Application(s) and copyrights in the Territory made by any third
party of which Licensor and/or Manufacturer, or Licensee, become aware in the Territory. The Parties will work in good faith
in taking any actions to protect against infringement or alleged infringement, including joining in any enforcement action as
a Party if requested, and the Parties shall share the related legal fees, costs and expenses on a fifty and fifty (50%-50%)
basis, in the understanding that the appointment of the local counsel shall be agreed between the Parties. In the event
Licensor and/or Manufacturer do not take action to proceed against an alleged infringer in the Territory, Licensee shall have
the option of proceeding against the alleged infringer; Provided that Licensor and/or Manufacturer shall reimburse Licensee,
upon written demand, the amount equivalent to [ ]* percent ([ ]*%) of the legal fees, costs and expenses resulting from such
protective actions, such amounts, at the sole discretion of Licensee to be reimbursed within thirty (30) calendar days after
their payment is requested in witting or to be off-set against any payments due in favor of Licensor and/or Manufacturer
hereunder.


 





_______________





* Confidential material redacted and separately filed with the
Commission.


 


 



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(d)Each Party
will own all right, title, and interest in and to the Inventions made solely by its employees or agents (“Sole Inventions”).


 


(e)The Parties
will jointly own all right, title, and interest in and to the Inventions made jointly by the employees or agents of each Party
(“Joint Inventions”). Subject to the terms of this Agreement, the Parties will negotiate in good faith a policy
for protecting (including patent prosecution) and exploiting (including sharing of any related revenues) the Joint Inventions,
whether by way of licensing or by establishment of a related business relationship. Unless the Parties otherwise agree and except
as otherwise expressly provided in this Agreement, neither Party will have any obligation to account to the other for profits,
or to obtain the other Party’s approval to license or exploit any Joint Invention. Authorship, inventorship, and other indicia
of which Party developed an Invention will be determined in accordance with United States intellectual property laws in effect
at the time of development.


 


2.4No Implied
License. Except for those licenses expressly granted pursuant to this Section 2, each of the Parties acknowledges and agrees
that no other license is granted, by implication or otherwise.


 


3. Manufacturing and Supply.


 


3.1Manufacturing.


 


		3.1.1.	Manufacturing Source. The Product will be manufactured by Manufacturer at its site
located in Industria Vidriera 81, Fracc. Industrial Zapopan Norte, 45130, Zapopan, Jalisco, Mexico, or another site proposed by
Manufacturer that Licensee has been notified about in advance in writing by Manufacturer, and that has been expressly accepted
by Licensee acceptance that shall not be unreasonably withheld, conditioned or delayed, provided such transfer does not result
in a Supply Disruption. Any of the alternative sites proposed by Manufacturer shall comply with any applicable law.



 


Manufacturer shall have the obligation
at all times during the Term of this Agreement to obtain and maintain the government authorizations, permits, approvals and/or
licenses required to enable Manufacturer to manufacture and, as the case may be, to import the Product as well as any and all raw
materials and components used for the manufacture of the Products in the Territory and to provide such Product for shipment to
Licensee to the location specified in Section 3.3 of this Agreement, in the understanding that Manufacturer shall assume and disburse
all costs and fees associated with obtaining or maintenance of such government authorizations, permits, approvals and/or licenses.


 



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		3.1.2.	Specifications. Manufacturer shall, and Licensor shall cause Manufacturer, to manufacture
the Product for Licensee pursuant to this Agreement in accordance with the applicable Marketing Authorization for the Product and
the packaging and labeling practices and quality control and assurance stipulations agreed in writing between the Parties.



 


		3.1.3.	Changes to Product. During the Term of this Agreement, Manufacturer shall not, and Licensor
shall cause Manufacturer not to, implement any Material Changes (see definition below) relating to the Product for purposes of
this Agreement without the prior written consent of Licensee. A “Material Change” is defined as any change that:



 


		(1)	impacts the regulatory commitments for the Product;



		(2)	may require re-validation of manufacturing processes for quality control and quality assurance
purposes;



		(3)	may affect the quality, purity, safety, identity or strength of the Product; or



		(4)	would necessarily result in changing or modifying the Marketing Authorizations.



 


		3.1.4.	Product Labeling. All Product supplied under this Agreement shall be in the same
formulations, presentations, pack sizes and with the existing product labeling and package inserts existing as of the Execution
Date of this Agreement, as specifications are set forth in Schedule “G” of this Agreement.



 


		3.1.5.	Provision of Required Labeling for Manufacture of Product. After Licensee, its Affiliate
or its designee receives Marketing Authorizations in the Territory for the Product in Licensee’s, its Affiliate’s or
its designee’s name and at least sixty (60) calendar days before requiring Manufacturer to use Licensee’s, its Affiliate’s
or its designee’s own label, package design and/or package insert (“Labeling”), Licensee shall provide
Manufacturer with a copy of such Labeling for use by Manufacturer in future manufacture and supply of the Products and such prior
notice period shall also apply prospectively for any changes that Licensee may choose to make to the Labeling during the remainder
of the Term of this Agreement.



 


3.2.Licensee’s
Product Forecast and Purchase Orders. 


 



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		3.2.1.	Rolling Forecast. Within five (5) business
days after the Effective Date, Licensee shall provide Manufacturer with a written estimate, by month and by Product, of the quantities
of Product Licensee would like to have delivered to it for the subsequent twelve (12) months. The quantities in the forecast for
months one (1) through three (3) of the twelve (12)-month rolling forecast shall be binding on Licensee. The quantities in the
rolling forecast for months four (4) through twelve (12) shall be a non-binding estimate. The foregoing provided that, Licensee
shall always comply with the Minimum Purchase Requirements as set forth in Schedule “A” hereof. Notwithstanding
anything to the contrary in this Section, Manufacturer guarantees to Licensee that during the Term of this Agreement, the supply
of the Product will not be less than 120% (one hundred and twenty percent) of the unit sales by SKU of the Product conducted by
Manufacturer during the twelve (12)-month period preceding the Effective Date. The Parties agree to meet once a year at a minimum
to discuss a non binding multiyear forecast for the Products.



 


		3.2.2.	Updates. After providing Manufacturer with the initial rolling forecast as required
by Section 3.2.1, on a monthly basis, Licensee shall submit in writing to Manufacturer an updated forecast. This updated forecast
shall extend from the then-present time through the last month of a twelve (12) month period which shall include the month of the
then present time in a format mutually agreed upon by the Parties. Months one (1) through three (3) shall be binding commitments,
and months four (4) through the end of the required forecast period shall be non-binding estimates, as follows:



 


		(1)	the binding commitment for months one (1) and two (2) carry over from the prior month’s forecast;



 


		(2)	a binding commitment shall be submitted for month three (3);



 


		(3)	and a non-binding estimate shall be provided for months four (4) through the remainder of the required
rolling forecast period.



 


Licensee shall furnish Manufacturer
with said updated rolling forecast by the fifth (5th) Business Day of each month for which a rolling forecast is made by Licensee
as required hereunder.


 


Any binding commitment required
by this Section shall be modified to account for Force Majeure situations, should such conditions exist.


 


		3.2.3.	Purchase Orders for Product. Licensee shall submit to Manufacturer firm purchase orders
in writing for Product at least sixty (60) calendar days before the delivery date requested by Licensee under this Agreement. Such
orders shall be based on the binding commitments provided by Licensee pursuant to Sections 3.2.1 and 3.2.2 of the Agreement.



 



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3.3Supply Quantities.
Schedule “A” indicates the estimated total quantities of both commercial and medical Sample presentations
of the Products that will be delivered by Manufacturer to Licensee during the first twelve (12) months from the Effective Date
of this Agreement. The specific quantities to be manufactured and supplied each month by Manufacturer to Licensee will be determined
in accordance with the forecasting requirements included in this Agreement.


 


The Parties hereby
agree that Manufacturer shall pay any and all costs derived from the delivery and supply of the Product to Licensee at the following
location, or any other location in the Territory as appointed from time to time by Licensee during the Term:


 


[ ]*


[ ]*


[ ]*


[
]*


 


It is also understood
and agreed upon by the Parties that Manufacturer shall not ship or deliver the Products to any other location or to any international
partner of Licensee or any third party whatsoever, unless otherwise mutually agreed in writing by the Parties.


 


3.4Non-Conformities.
Upon delivery of the Products, Licensee shall inspect the Products and shall notify the Manufacturer forthwith and no later than
twenty five (25) Business Days after the delivery date, by e-mail or written communication delivered as provided herein below,
of any damage or of any shortages or non-conformity of the delivered Products apparent from a visual inspection. Supporting evidence
and documents shall be included, as reasonably deemed necessary by Licensee or reasonably required by the Manufacturer. Upon request
of Manufacturer, Licensee shall make available to the Manufacturer samples of the Products which are declared as defective. In
case of non conformity to the Marketing Authorization(s) of any quantity of the Product delivered pursuant hereto, Manufacturer
shall take back, at its expense, the quantities concerned and shall replace them within twenty (20) Business Days from receipt
of the relevant notice by Licensee.


 


With respect to damages,
shortages or nonconformity discoverable by way of visual inspection, the Product shall be deemed to have been delivered in good
saleable condition after expiry of said twenty five (25) Business Days period after the delivery date to Licensee.


 


 





_______________





* Confidential material redacted and separately filed with the
Commission.


 


 



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Any dispute between
the Parties regarding specifications of the Product delivered hereunder shall be referred, in the case of Mexico, in first instance
to a mutually acceptable third party expert authorized by COFEPRIS, if no agreement is reached between the Parties with respect
to such appointment, then such dispute shall be referred to Lambda Científica, S.A. de C.V. or Laboratorios Becar S.A. de
C.V., such dispute to be handled by the entity providing a lower quotation for their services, within thirty (30) days from the
receipt by the Manufacturer of the notice of claim of Licensee. The opinion of such expert shall be definitive and binding upon
the Parties. The cost of such independent advice shall be borne by the Party losing the specific dispute as per the binding decision
of the expert.


 


The Manufacturer shall
not replace defective Product delivered to Licensee or returned to Licensee by the customers, patients, or authorities, without
the prior written request of Licensee.


 


3.5Recall.
The Parties shall cooperate fully with one another in any of the following events involving a recall of Product resulting in
a market withdrawal of covered by this Agreement, including any correction, post-sale warning or mailing of information (the “Recall”):


 


		(i)	A Recall is requested or ordered by a Government Authority issued due to the Products not meeting
the Specifications or manufacturing related issues or Manufacturer requests a Recall for Product quality or manufacturing related
issues;



		(ii)	A Recall is requested or ordered by a Government Authority issued due to off Label promotion, illegal
marketing or misrepresentation of Product quality; and



 


		(iii)	Any Recall other than (i) and/or (ii).



 


Each Party shall inform the other Party
in writing on a reasonably timely basis in light of the involved events concerning any Product related issues that have the potential
to result in a Recall in the Territory or elsewhere if impacting this Agreement. Manufacturer and Licensee and its Affiliates and
designee shall further cooperate with one another using reasonable efforts and acting in good faith in conducting a Recall. The
Parties will provide reasonable assistance to each other to investigate the root cause(s) related to a Recall subject to this Agreement.


 


The out-of-pocket costs and expenses incurred
in connection with a Recall under subsection (i) above shall be beard by Manufacturer; the out-of-pocket costs and expenses incurred
in connection with a Recall under subsection (ii) above shall be beard by Licensee; the out-of-pocket costs and expenses incurred
in connection with a Recall under subsection (iii) above shall be beard by Manufacturer and Licensee on a [  ]*%-[  ]*% basis.


 





* Confidential material redacted and separately filed with the Commission.







 



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3.6 Sales.


 


(a) Licensee shall
use commercially reasonable efforts to sell the Product. Licensee agrees to ascertain and materially comply with all applicable
laws and regulations and standards of industry or professional conduct in connection with the use, marketing, offer for sale, sale,
distribution and promotion of the Products; including, without limitation, those applicable to exportation, importation, product
claims, labeling, approvals, registrations and notifications.


 


(b) Licensee agrees
to market and label the Product consistent with all applicable regulatory label claims. Licensee shall not, and shall cause its
Affiliates not, to make any representations or warranties relating to the Product except for those representations contained in
this Agreement.  Licensee agrees not to make, and agrees to cause its Affiliates not to make,
any representation or warranty, whether oral or in writing, regarding the Product that is not consistent with the Label Claims
authorized in each country within the Territory in which the Product is marketed.


 


3.7 Responsibility
for Obtaining Marketing Authorizations.


 


(a) Licensee shall
be solely responsible for, and shall use diligent efforts in connection with filing, communicating with, and seeking Marketing
Authorization(s), approvals, registrations, notifications and the like from, Government Authorities. Licensee shall not file any
such application or document or conduct any study without Licensor’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. Licensee will provide Licensor with any information regarding the foregoing that Licensor may
reasonably request (with necessary translations at Licensor expense); Licensor may use all such reports, documentation and information
in seeking approvals, registration, notifications or filing applications for approvals with Government Authorities, or otherwise
at its discretion, outside the Territory. Licensee will
regularly report to Licensor on these efforts, and Licensor will reasonably cooperate with these efforts.


 


(b) Current Marketing
Authorizations and governmental approvals owned or obtained by Manufacturer will be transferred to Licensee (to the extent that
such transfer is approved by the Government Authorities), at Licensee request, and Licensee shall be obligated to manage, comply
and fulfill any obligation derived thereby, acquiring full liability for such registrations and governmental approvals keeping
Licensor safe from any claim or liability derived from such Marketing Authorizations or governmental approvals, except for any
liability arising out of the negligence or misconduct of Manufacturer during the manufacturing process of the Product. The Parties
further agree that, at the termination of this Agreement by any reason or cause, except for a breach by Supply Disruption or Infringement
of Distribution Rights hereunder, Licensee shall, within the following ninety (90) calendar days, transfer such registrations or
governmental approvals to Manufacturer or file any required application before any competent Government Authority in order to transfer
such registrations or governmental approvals to Manufacturer without further liability or responsibility to Manufacturer, except
for any liability arising out of the negligence or misconduct of Manufacturer during the manufacturing process of the Product.
Transfer of Marketing Authorizations shall be requested to COFEPRIS by filing of a document materially similar to the document
enclosed hereto as Schedule “E”. To such purposes, Licensee shall grant to Manufacturer, Licensor and/or the
persons appointed by them, on or within fifteen (15) Business Days after the Effective Date, a special irrevocable and limited
power of attorney in order to allow Manufacturer or Licensor to apply for such Marketing Authorizations or governmental approvals
before the Government Authorities in case that Licensee does not file for such transfer within the term of ninety (90) calendar
days herein provided.


 



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3.8 Payment of
Regulatory Expenses. All costs incurred in connection with the preparation and filing of the Marketing Authorization(s) shall
be the sole responsibility of Licensee.


 


4. Compensation and Transfer Price.


 


4.1 Compensation.
In consideration for the rights granted hereunder, Licensee shall make the following payments (jointly referred to as the “Compensation”):


 


		(i)	In consideration for the License a one time royalty payment in the amount of Five Hundred Thousand
U.S. Dollars (USD$500,000.00) in favor of Licensor (the “Royalty”).



 


		(ii)	In consideration for the Distribution Rights Licensee shall make a one time payment in the amount
of Three Million U.S. Dollars (USD$3,000,000.00) in favor of Licensor (the “Exclusivity Payment”).



 


		(iii)	And in consideration for the Manufacturer License, Licensee shall make a one time payment in the
amount of One Hundred Thousand U.S. Dollars (USD$100,000.00) in favor of Manufacturer (the “Mexican Royalty”).



 


All items of the Compensation to be paid
within fifteen (15) Business Days following the Effective Date, provided that at least three (3) Business Days in advance the relevant
Party as issued a true and correct invoice compliant with applicable laws in favor of Licensee.


 


The Parties expressly agree that the Royalty
is subject to an Income Tax withholding according to article 200 of the Mexican Income Tax Statute, same that will be applied unless
Licensor delivers a true, correct and valid certificate of residency issued by the Internal Revenue Service before payment, in
which case Licensee will apply the preferential Income Tax withholding rate provided under article 12 of the U.S.-Mexico Convention
to Avoid Double Taxation.


 


Licensor and Manufacturer irrevocably and
expressly waive any right to any further Compensation, for the use of the rights granted pursuant to the License, the Manufacturer
License and Distribution Rights.


 


Licensor and Manufacturer
jointly and severally represent and warrant that inventory levels of Product at wholesalers shall not be greater than forty five
(45) days of sales at the Effective Date of this Agreement. Any amount of inventory above this level will be deducted to from the
above mentioned Compensation or any future Transfer Price payment.


 


In addition, all Product
returns related to Manufacturer’s own sales of the Product, made previously to the Effective Date of this Agreement, will
be exclusively handled by Manufacturer. In case that the wholesalers or clients return them to Licensee, Licensee will deduct them
from Product purchases, and will provide all the necessary documentation related to these returns and corresponding deductions.


 



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4.2 Transfer Price.
Licensee agrees to pay the Transfer Prices detailed in Schedule “A” (the “Transfer Prices”)
to Manufacturer for each every Product shipped to Licensee during the Term of this Agreement. The established Transfer Prices shall
be adjusted on each anniversary of the Effective Date, the Parties agree to
meet and review consumer price index adjustments, such as the Mexican Consumer Price Index (Indice Nacional de Precios
al Consumidor - INPC) as published by Banco de Mexico, and at minimum increase the Transfer Price accordingly, annually.



 


4.3 Method of Payment.
The Transfer Price will be paid to Manufacturer within [  ]* ([  ]*) days after Product delivery date, provided that Manufacturer
shall deliver an invoice compliant with applicable law.


 


5. Confidentiality.  


 


5.1 All
information of the Parties, exchanged between them as a result of this Agreement shall be treated between them as
confidential (the “Confidential Information”). Each Party agrees (i) to hold the other Parties’
Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information
(including, without limitation, all precautions each Party employs with respect to its confidential materials), (ii) not to
divulge any such Confidential Information or any information derived therefrom to any third person, unless required by a
competent Government Authority; and (iii) not to remove or export from the United States and/or the Territory or re-export
any such Confidential Information or any direct product thereof (e.g., Products by whomever made) unless expressly consented
to in writing by the other Party and except in compliance with all licenses and approvals required under applicable Mexican
and foreign export laws and regulations, including without limitation, those of the Mexican Secretariat of Economy
(“Secretaría de Economía”).  Any
employee given access to any such Confidential Information must have a legitimate “need to know” and shall be
similarly bound in writing. Without granting any right or license, the Parties agree that the foregoing sub-sections (i),
(ii) and (iii) shall not apply with respect to information the other Party can document (i) is in or (through no improper
action or inaction by the other Party, agent or employee) enters the public domain (and is readily available without
substantial effort), or (ii) was rightfully in its possession or known by it prior to receipt from disclosing Party, or (iii)
was rightfully disclosed to it by another person without a duty of confidentiality owed to the other Party, or (iv) was
independently developed by it, by persons without access to such information and without use of any information of the other
Party. Each Party must promptly notify the other Party of any information it believes comes within any circumstance listed in
the immediately preceding sentence and will bear the burden of proving the existence of any such circumstance by clear and
convincing evidence including contemporaneous written records. The Parties obligations under this Section5 shall terminate
five (5) years after the termination or expiration of this Agreement.


 





* Confidential material redacted and separately filed with the Commission.







 



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5.2Immediately
upon termination of this Agreement, each Party will turn over, or shall cause to have turned over, to the other Party all Confidential
Information received from the other Party and all documents or media containing any such Confidential Information, any and all
copies or extracts thereof.


 


5.3The Parties
acknowledge and agree that due to the unique nature of their Confidential Information, there can be no adequate remedy at law for
any breach of its obligations hereunder, that any such breach may allow the non-breaching Party or third parties to unfairly compete
with the non-breaching Party resulting in irreparable harm to the non-breaching Party, and therefore, that upon any such breach
or any threat thereof, the non-breaching Party shall be entitled to appropriate equitable relief in addition to whatever remedies
it might have at law and to be indemnified by the breaching Party from any damages and expenses (including reasonable and documented
attorney's fees), in connection with any breach or enforcement of each Parties’ obligations hereunder or the unauthorized
use or release of any such Confidential Information. Each Party will notify the other in writing immediately upon the occurrence
of any such unauthorized release or other breach. Any breach of this Section 5 will constitute a material breach of this Agreement.


 


6. Guaranty. In order to guarantee
the uninterrupted supply of the Product by Manufacturer hereunder and the compliance with the Distribution Rights, Licensor and
Manufacturer jointly and severally agree to carry out the following actions within fifteen (15) Business Days after the Effective
Date and throughout the Term, as applicable:


 


(i) Manufacturer and Everardo Garibay Ramírez
(hereinafter “Co-Pledgor”) will incorporate a Mexican entity in the form of a limited liability company (“sociedad
anónima”) under applicable Mexican laws, to which Licensor shall transfer title to the Equipment free of any lien,
encumbrance, and without any outstanding payment obligations or indebtedness being incurred for such transfer (the “SPV”).
Manufacturer shall be the owner of record of at least 99% of the shares representative of SPV’s equity and Co-Pledgor of
the reminder outstanding shares;


 



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(ii) Manufacturer and Co-Pledgor must grant
a first priority Pledge in form satisfactory to Licensee over the SPV Shares owned by each of them, in favor of Licensee to guarantee
the uninterrupted manufacture and supply of Products and the compliance with the Distribution Rights, unconditionally exercisable
upon an uncured Supply Disruption event. For such purposes each Manufacturer and Co-Pledgor shall deliver the SPV Shares owned
by each of them duly endorsed in pledge guaranty (“endoso en garantía”) in favor of Licensee. In accordance
with the provisions of this Section, a perfect and continuous pledge is constituted over the SPV Shares, which shall be enforceable,
take all effects and will not be cancelled or decreased; therefore Manufacturer and its designee shall not have the right to require
any reduction of the pledge constituted over the SPV Shares. The Pledge shall be valid and take all legal effects between the Parties
and against third parties, from the date of execution of the relevant agreement, the endorsement of the share certificates representing
the SPV Shares, and its corresponding registration in the Company’s shares registry book;


 


(iii) Manufacturer and Co-Pledgor will
be obliged to cause the SPV to comply with all requirements under the Mexican Law of Negotiable Instruments and Credit Transactions
(“Ley General de Títulos y Operaciones de Crédito”), including article 334, and will cause the
SPV to register the Pledge in its shareholders registry book (“Libro de Registro de Acciones”), (such recording
to be certified in writing by SPV’s secretary or sole administrator) and will expressly consent to the acquisition by Licensee
of the SPV Shares upon execution of the Pledge, within the three (3) calendar days following execution of the Pledge agreements,
such consent to be recognized before a public notary or commercial fedatary (“corredor publico”) as requested
by Licensee. Moreover, if the SPV Shares are exchanged for new shares by the SPV the Manufacturer and the Co-Pledgor will undertake
any action that may be necessary to maintain the Pledge and the new shares will be Pledged shares;


 


(iv) Intentionally omitted;


 


(v) Manufacturer will take any and all
necessary actions to cause SPV not to have any assets, including U.S. bank accounts which may subject the SPV to U.S. Bankruptcy
laws;


 


(vi) Manufacturer shall take any and all
necessary steps in order for SPV not to carry out any activities except for the leasing of the Equipment to Manufacturer, under
terms reasonably satisfactory to the Licensee;


 



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(vii) Manufacturer shall take any and all
necessary actions as to ensure that SPV does not incur in indebtedness during the term of the Pledge in excess of USD$10,000.00
(Ten Thousand Dollars 00/100) without the prior written consent of Licensee;


 


(viii) Manufacturer shall take any and
all necessary actions to ensure that SPV does not employ personnel during the Term without the prior written consent of Licensee;


 


(ix) Manufacturer shall take any and all
necessary action as to ensure that SPV does not transfer or in any other way dispose the property or underlying rights of the Equipment
or grants any other rights in favor of any third party, except for the rights derived from leasing the Equipment to Manufacturer
pursuant to sub-section (vi) of this Section 6;


 


(x) Licensor and Manufacturer shall take
any and all necessary steps to cause the Equipment to be in fully operational status during the Term and/or to have SPV substitute
it for new equipment when the Equipment is damaged or not fully operational;


 


(xi) Manufacturer shall cause SPV to materially
comply with any tax obligation it may be subject to under applicable laws and shall furnish yearly tax returns and permit the conduct
of audits during normal business hours upon request by Licensee in order to enable it to verify that Manufacturer is complying
with any and all obligations provided under this Section 6;


 


(xii) Manufacturer undertakes to carry
out any and all actions required, including any corporate actions, in order to cause the SPV to grant a first priority pledge without
transfer of possession over the Equipment in favor of Licensee pursuant to the applicable terms of the Mexican Law of Negotiable
Instruments and Credit Transactions (“Ley General de Títulos y Operaciones de Crédito”), before
a public notary, in the understanding that the relevant pledge agreement shall include, among other standard terms and conditions
for these kind of agreements, the following: (i) Manufacturer, Co-Pledgor or SPV shall not have the right to require any reduction
of the Pledge constituted over the Equipment; (ii) SPV shall be authorized to transfer possession of the Equipment only to Manufacturer
who in turn shall undertake to use it for the sole purpose of supplying the Products under this Agreement; (iii) SPV shall waive
its right to transfer the title of the Equipment, even if such transfer would be conducted under ordinary course of its business;
(iv) SPV shall undertake to obtain insurance for the Equipment in commercially reasonable terms; (v) all costs and expenses related
to the maintenance of the Equipment shall be beard by the SPV. In accordance with the provisions of this Section, a perfect and
continuous pledge is constituted over the Equipment, which shall be enforceable, take all effects and will not be cancelled or
decreased; therefore The Pledge shall be valid and take all legal effects between the Parties and against third parties, from the
date of execution of the relevant agreement; and



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(xiii) Manufacturer and Licensee shall
take any and all necessary actions in order for the SPV to execute all documents required by it in order to enforce the Equipment
Pledge, and will expressly consent to the acquisition by Licensee of the Equipment upon execution of the Pledge, within the three
(3) calendar days following execution of the Pledge agreements, such consent to be recognized before a public notary or commercial
fedatary (“corredor publico”) as requested by Licensee. Moreover, Manufacturer will cause SPV to recognize that
the Equipment is consistent of expandable property (“bienes fungibles”) therefore a total or partial exchange
of the Equipment, will not result in a termination of the Pledge of the Agreement.


 


7.Term and Termination.


 


7.1Term.
The term of this Agreement shall be of twenty five years (25) from its Effective Date and will be automatically renewed for successive
two (2) year terms without the need of any notice or modification as long as Licensee has materially complied with any and all
of the obligations undertaken hereunder, including, but not limited, to the Minimum Purchase Requirements set forth in Schedule
“A” of this Agreement.


 


7.2Termination
for Material Breach. Either Party may terminate this Agreement upon Material Breach that is subject to cure that is not cured
within thirty (30) calendar days of written notice of breach (the “Cure Period”). Obligations of Licensor and
Manufacturer hereunder shall be joint and several. Any breach of terms and conditions of this Agreement shall be deemed a Material
Breach and shall entitle the other Party to terminate the Agreement. Such termination shall be without prejudice to the terminating
Party’s claims for damages, reimbursement indemnification for the losses incurred by reason of such termination or non-compliance
of the Agreement and, as the case may be, payment of liquidated damages in accordance with that provided herein.


 


The Parties expressly agree that for a
Supply Disruption event or the lack of timely payment of the Transfer Price and other Licensee payment obligations hereunder in
lieu of the Cure Period a one hundred and twenty (120) calendar day period shall apply (the “In Lieu Cure Period”).
A “Supply Disruption" will be considered to take place when Product is not fully and or timely delivered as required
in any purchase order issued pursuant hereunder.


 


7.3Termination
for Failure to Meet Minimum Purchase Requirements. If Licensee fails to meet the Minimum Purchase Requirements for any Contract
Year, as set forth in Schedule “A” of this Agreement, then Licensor and/or Manufacturer may, in addition to
any other rights it has under this Agreement, terminate the Agreement pursuant to Section 7.2.


 



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7.4Survival.
Except to the extent expressly provided to the contrary, the following provisions shall survive the termination of this Agreement:
Section 5, Section 6, this Section 7.4, Sections 8 and 9.


 


7.5Termination
for Insolvency or Bankruptcy. In the event any Party is legally declared in bankruptcy, insolvency, moratorium of payment,
reorganization or liquidation, or if either Party makes any assignment for the benefit of its creditors, then this Agreement may
be, to the extent permitted under applicable law, terminated forthwith by the other Party through written notice to the other Party
subject to proceedings covered by this Section of the Agreement.


 


7.6Termination
for Misrepresentation. In the event that any of the representations and warranties expressed by the Parties in Section 8 of
this Agreement or in any other of its Sections, is incorrect, false, fraudulent, negligent, incomplete or misleading or in any
manner whatsoever, then this Agreement may be terminated forthwith by the other Party through written notice to the other Party.


 


7.7Consequences
of Supply Disruption or Infringement of Distribution Rights. The Parties further agree that: (i) if Manufacturer does not
cure a Supply Disruption event in accordance with Section 7.2, (ii) Licensor, Manufacturer or SPV falls within Section 7.5 which
may result in a Supply Disruption event; or (iii) Manufacturer, Licensor or an Affiliate carries out any act that results in an
Infringement of Distribution Rights, then, at the election of Licensee:


 


		a.	Shall have the unconditional right to enforce its rights under the Pledge;



 


		b.	Shall have the unconditional right to terminate the manufacturing and supply provisions of this
Agreement, and start manufacturing the Product independently, and the Conditioned License shall immediately become effective; and



 


		c.	Shall be entitled to continue benefiting from the License and the Manufacturer License granted
under this Agreement exclusively during the Term set forth under Section 7.1., and retain full ownership and title of the Marketing
Authorizations.



 


7.8Consequences
for Termination by Licensee. In the event that this Agreement is terminated as a result of an uncured breach by Licensee,
Licensor or Manufacturer shall be entitled to (i) file with the relevant Government Authorities in the Territory a Marketing Authorization
assignment agreement, materially similar to the one enclosed hereto as Schedule “E” and related documents contained
therein; (ii) immediately terminate the Pledge Agreement on the SPV stock and on the Equipment implemented pursuant to Section
6 and related provisions of this Agreement; and (iii) immediately receive from Licensee or any sublicense all of the Property
Rights. The foregoing without prejudice to the Licensor or Manufacturer’s claims for damages, reimbursements, indemnification
for the losses incurred by reason of such termination or non-compliance of the Agreement as permitted by applicable law.


 



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7.9Consequences
for Termination by Licensor and/or Manufacturer. In the event that this Agreement is terminated as a result of an uncured
breach by Licensor or Manufacturer, Licensee shall be entitled to exercise its rights under this Agreement. The foregoing without
prejudice to the Licensee’s claims for damages, reimbursements, indemnification for the losses incurred by reason of such
termination or non-compliance of the Agreement as permitted by applicable law.


 


8. Representation, Warranties, Indemnification
and Insurance.


 


8.1Licensor
and Manufacturer’s Representations. Licensor and Manufacturer, through their legal representatives hereby individually
represent and warrant the following:


 


(a) Each of them is
a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;


 


(b) Each of
them has the legal power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform
its obligations under this Agreement;







(c)
Each of them has taken all necessary action on its part to authorize the execution and delivery of this Agreement. This Agreement
has been duly executed and delivered on behalf of them and constitutes a legal, valid, binding obligation, enforceable against
each of them in accordance with its terms;


 


(d)
Each of them is not object to any legal, contractual or other restrictions, limitations or conditions which conflict with its rights
and obligations under this Agreement or which might affect adversely its ability to perform under this Agreement;


 


(e)
To the best of their knowledge, there are no investigations, adverse third party allegations, claims or actions against them, including
any proceedings or any pending or threatened action against any of them by or before COFEPRIS or any other Government Authority,
relating to (1) the Product, including the Marketing Authorization or (2) Licensor’s Proprietary Rights;


 


(f) The execution
and delivery of this Agreement will not (i) violate the certificate of formation, operating agreement, certificate of incorporation,
by-laws or any other organizational document of each of them, (ii) conflict with or result in a violation or breach of, or constitute
a default under, any contract, agreement or instrument to which any of them is a party or by which any of them are bound, or result
in the creation or imposition of any lien upon any of Proprietary Rights, or (iii) violate or conflict with any law, rule, regulation,
judgment, order or decree of any court applicable to each of them;


 



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(g) There are no claims
pending or threatened against Licensor or any of its Affiliates or current distributors or licensees by any third party with respect
to ownership, validity or enforceability of any of the Proprietary Rights in the Territory. Licensor represents that it has not
been notified of, nor does it have knowledge of, any circumstances or set of circumstances that would put Licensor on notice that
use of any of the Proprietary Rights is subject to contest in the Territory;


 


(h) As of the Effective
Date, there is no claim, action or proceeding pending or, to Licensor or Manufacturer knowledge, threatened against Licensor or
its Affiliates, in respect of the Proprietary Rights or the distribution or commercialization of the Products in the Territory,
or the transactions contemplated by this Agreement, in respect of which Licensee would become liable as a result of the consummation
of the transactions contemplated hereby. Should any claim, action or proceeding arise involving the Proprietary Rights or the distribution
or commercialization of the Products in the Territory, Licensor and Manufacturer shall unconditionally cooperate, at their expense,
with Licensee as requested, to fully assert or defend Licensee’s rights under this Agreement; and


 


(i) Licensor and Manufacturer
represent and warrant that all Product will be manufactured in accordance with good manufacturing practices and when supplied will
comply with the Marketing Authorizations.


 


8.2Licensee’s
Representations. Licensee, through its legal representative hereby represents and warrants the following:


 


(a) It is a commercial
entity duly incorporated and validly existing under the laws of the United Mexican States, as evidenced in public deed number 6,948
dated May 17, 2007, granted before Mr. Agustín Wallace Hampton Gutiérrez Katze, Notary Public number 208 of Mexico
City, Federal District, which was duly registered in the Public Registry of Commerce of Mexico City, Federal District, under commercial
folio number 364165;


 


(b) Its legal representative
is empowered with the necessary and sufficient authority to bind the Licensor under the terms hereof, as evidenced in public deed
number 7267 dated October 18, 2007, granted by Mr. Agustín Wallace Hampton Gutiérrez Katze, Notary Public number
208 of Mexico City, Federal District;


 


(c) Licensee has taken
all necessary action on its part to authorize the execution and delivery of this Agreement. This Agreement has been duly executed
and delivered on behalf of Licensee and constitutes a legal, valid, binding obligation, enforceable against Licensee in accordance
with its terms;


 



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(d) Licensee is not
subject to any legal, contractual or other restrictions, limitations or conditions which conflict with its rights and obligations
under this Agreement or which might affect adversely its ability to perform under this Agreement;


 


(e)
To the best of its knowledge, there are no investigations, adverse third party allegations, claims or actions against it, including
any proceedings or any pending or threatened action against it by any Governmental Authority which may limit or in any manner affect
the compliance of the obligations undertaken hereunder;


 


(f) The execution
and delivery of this Agreement will not (i) violate the certificate of formation, operating agreement, certificate of incorporation,
by-laws or any other organizational document of Licensee, (ii) conflict with or result in a violation or breach of, or constitute
a default under, any contract, agreement or instrument to which Licensee is a party or by which it is bound, or (iii) violate or
conflict with any law, rule, regulation, judgment, order or decree of any court applicable to Licensee;


 


(g) As of the Effective
Date there are no claims pending or, to Licensee’s knowledge, threatened against Licensee or any of its Affiliates by any
third party, which might affect adversely its ability to perform under this Agreement. Licensee represents that it has not been
notified of, nor does it have knowledge of, any circumstances or set of circumstances that would put Licensee in any such situation;


 


(h) As of the Effective
Date, there is no claim, action or proceeding pending or, to Licensee’s knowledge, threatened against Licensee or its Affiliates,
in respect of which Licensor would become liable as a result of the consummation of the transactions contemplated hereby. Should
any claim, action or proceeding arise involving the Licensor or the Manufacturing, Licensee shall unconditionally cooperate, at
its expense, with Licensor or Manufacturer as requested, to fully assert or defend Licensor and Manufacturer’s rights under
this Agreement; and


 


(i) Licensee represents
and warrants that Product will be used, promoted, marketed, imported, offered for sale, sold and/or distributed in accordance with
good practices and in material compliance with applicable law.


 


8.3Mutual Representations.


 


(a) The Parties understand
and agree to comply with the U.S. Foreign Corrupt Practices Act, as revised, which prohibits the promise, payment or giving of
anything of value either directly or indirectly to any government official for the purpose of obtaining or retaining business or
any improper advantage. For purposes of this Section, “government official” means:


 



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i.any official,
officer, representative, or employee of, including any doctor employed by, any non-U.S. government department, agency or instrumentality
(including any government-owned or controlled commercial enterprise), or


 


ii.any official
of a public international organization or political party or candidate for political office.


 


The Parties shall furthermore ensure that
their Affiliates which have rights or obligations under this Agreement understand and agree to comply with the U.S. Foreign Corrupt
Practices Act, as revised with regard to activities performed under this Agreement.


 


(b) The Parties, its
Affiliates and its shareholders are not engaged or in any manner whatsoever related to illegal or illicit acts or activities and
that the financial resources used for the compliance of the obligations undertaken hereunder derive from legal activities and sources.
The Parties further represent that they are in full compliance with all applicable laws, rules and regulations that are applicable
to their activities.


 


8.4Licensor
and Manufacturer Indemnification. Licensor and Manufacturer hereby jointly and severally agree to defend, hold harmless and
indemnify Licensee, its Affiliates and its and their agents, directors, officers and employees from and against any liability or
loss or liability for any and all judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses,
fines, penalties or costs (including reasonable attorney’s fees, costs and disbursements) resulting from suits, claims, actions
and demands, in each case brought by a third party arising out of: (a) a breach of any of Licensor’s and/or Manufacturer’s
representations and warranties under Section 8 or , (b) any bodily harm or death caused by the on-label use of the Product, (c)
any liability in connection with the importation and manufacture of the Product by Manufacturer, including without limitation recalls,
warranty claims and product liability claims.


 


8.5Licensee
Indemnification. Licensee hereby agrees to defend, hold harmless and indemnify Licensor, its Affiliates and its agents, directors,
officers and employees from and against any liability or loss or liability for any and all judgments, claims, causes of actions,
suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including reasonable attorney ́s
fees, costs, and disbursements), resulting from suits, claims, actions and demands, in each case brought by a third-party arising
out of: (a) a breach of any of Licensee’s representations and warranties under this Section 8, (b) any bodily harm or death
caused by the off-label promotion of the Product by Licensee, (c) any liability in connection with the marketing, sale or distribution
by Licensee of the Products, including without limitation recalls, warranty claims and product liability claims.


 



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8.6Indemnification
Procedure. If the indemnitee becomes aware of a third-party claim that (if successful) will result in a loss to be indemnified
under this Section, the indemnitee will promptly notify the indemnitor in writing. Failure or delay in giving such notice shall
not affect the right to be indemnified except to the extent that it prejudices the defense of the claim. If the indemnitor acknowledges
that the claim (if successful) will result in a loss within its obligation to indemnify under this Section, it may assume the defense
by giving the indemnitee written acknowledgement of its indemnity obligation and notice of its election to assume the defense within
five (5) calendar days after receiving the notice of the claim. If the indemnitor acknowledges its obligation to indemnify and
assumes the defense, it will have both the duty to defend and the right to control the defense. The indemnitor will conduct the
defense in a prudent manner and will keep the indemnitee reasonably informed as to the status of the defense. The indemnitee will
cooperate with the defense and may retain separate counsel at its own expense to participate in, but not control, the defense.
The indemnitor shall not settle a claim without the consent of the indemnitee, and that consent may not be unreasonably withheld
or delayed. If the indemnitor does not timely assume the defense, the indemnitee will have the right (but no duty) to defend or
settle the claim at the risk of the indemnitor. The indemnitor will reimburse the indemnitee for its expenses (including reasonable
attorney’s fees) of defending or settling the claim.


 


8.7Insurance.
Each Party agrees to maintain product liability insurance consistent with industry standards for a product of this nature, and
shall name the other as an additional insured under such policy for bodily injury and property damage for commercial general liability,
including product liability. Each Party shall include the other Party as “Additional Insureds” under its product liability
insurance policy and shall further provide, within thirty (30) days of the other Party’s request, Certificates of Insurance
verifying insurance limits agreed upon as well as a thirty (30) day Notice of Cancellation, Non-Renewal or material change thereto.
All such insurance information shall be kept in confidence in the same manner as any other Confidential Information disclosed by
one Party to the other. Neither Party’s liability under this Agreement shall be limited by the amount of insurance that it
maintains.


 


9. Miscellaneous.


 


9.1Liability.
Nothing in this Agreement shall be effective to limit or restrict any liability of any
Party in respect of:


 


i.Death,
personal injury, loss or claim resulting from fraud, gross negligence or wilfull misconduct as otherwise prohibited by law; or


 


ii.Any
fraudulent or negligent misrepresentation.


 


Subject to paragraphs (i)
and (ii) herein above, the Parties will not be liable to the other for any punitive, incidental, special, indirect or consequential
damages, including loss of profits, revenue or income, diminution in value or loss of business reputation or opportunity relating
to the breach or alleged breach of this Agreement.


 



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For
the avoidance of doubt, the provisions of each sub-section of this Section 9.1 shall each be construed as a separate exclusion
of liability.


 


The Parties acknowledge that monetary damages
may be inadequate for a breach of this Agreement by any Party. Accordingly, the Parties agree that any other Party may seek the
granting of injunctive relief as one of the remedies available to it in respect of any breach by any Party.


 


9.2Entire Agreement.
This Agreement, together with its Schedules, contains the entire agreement of the Parties regarding the subject matter hereof and
supersedes all prior agreements, understandings and negotiations regarding the same. This Agreement may not be modified or supplemented
except by a written instrument signed by the Parties. Furthermore, it is the intention of the Parties that this Agreement shall
be controlling over additional or different terms of any order, confirmation, invoice or similar document, even if accepted in
writing by the Parties, and that waivers and amendments shall be effective only if made by negotiated waiver agreements clearly
understood by the Parties to be an amendment or waiver.


 


9.3 Severability.
If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.


 


9.4Further Assurances.
Each Party hereto agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts as may be
reasonably necessary or appropriate in order to carry out the purposes and intent of this Agreement, including without limitation,
execution of a redacted version of this Agreement in order to file for registration at the relevant patent or trademark offices
within the Territory of the licenses granted herein using a ratification of license document substantially in the form of Schedule
“D” of this Agreement.


 


9.5Use of Party's
Name, Press Release. Except as provided in this Agreement, no right, express or implied, is granted by this Agreement to either
Party to use in any manner the name or trademark of the other. Within twenty (20) business days following execution of this Agreement,
each Party may release a mutually acceptable press release (or other public announcement) announcing the execution of this Agreement,
and Licensor may use Licensee’s name and make reference to this Agreement in its securities filings.


 


9.6Assignment.
This Agreement may not be assigned by either Party without the prior consent of the other Party (and any attempt to do so will
be void), which consent shall not be unreasonably withheld, conditioned or delayed.


 


Any assignment or
transfer of rights that infringe the provisions of this Section shall be null and void.


 



    	26



    	 



    

9.7Notice Delivery.
All notices, consents, or approvals required by this Agreement shall be in writing sent by certified or registered air mail, postage
prepaid, personal notice or by confirmed facsimile to the Parties at the addresses set forth in the preamble of this Agreement
or such other addresses as may be designated in writing by the respective Parties. Notices shall be deemed effective on the date
of confirmed receipt. For the purposes of Section 3.4, the Parties appoint the following e-mail addresses:


 





	 	Licensee:	Ignacio Gonzalez (          )
	 	 	Xavier Bay (          )
	 	 	 
	 	Manufacturer:	Everardo Garibay (          )
	 	 	Everardo Orozco (          )







  


9.8Relationships
of the Parties. All Parties are independent contractors under this Agreement. Nothing contained in this Agreement is intended
nor is to be construed so as to constitute Licensor, Manufacturer and/or Licensee as partners, agents or joint venturers with respect
to this Agreement. Neither Party hereto shall have 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.


 


Due to the fact that the Licensee and Manufacturer
are companies that according to Section 13 of the Federal Labor Law of Mexico (“Ley Federal del Trabajo”) have
own and enough elements to fulfill and perform the activities entrusted under this Agreement, each of them will be the only Party
liable for the fulfillment of each and all employer’s obligations with respect to their employees, workers and agents, since
there exists no labor relationship between the Licensor and the Licensee’s employees, nor between Licensee and Manufacturer’s
employees. Consequently, the Licensee or Manufacturer, as the case may be, will indemnify and hold the other Parties safe and harmless,
with respect to any labor claims or of any other kind filed against them by their personnel, or by any agencies, including but
not limited to, the Mexican Social Security Institute, the National Workers Housing Fund, as well as other competent agencies.


 


9.9Waiver.
The waiver by either Party of a breach of any provisions contained herein shall be in writing and shall in no way be construed
as a waiver of any subsequent breach of such provision or the waiver of the provision itself.


 


9.10Dispute Resolution
and Applicable Law. Any dispute regarding this Agreement shall first be referred to the CEO of the respective Parties for negotiation.
If the CEO’s are unable to resolve a dispute within the following fifteen (15) calendar days from the request by any of the
Parties to mediate, unless such term is extended by the written agreement of the Parties, any such dispute shall be governed by
and construed in accordance with the law of the State of New York, without regard to conflict of law principles. Each of the Parties
hereby consents to the exclusive jurisdiction of the Courts of the State New York over any and all disputes arising hereunder.
Furthermore, each of the Parties hereby expressly and irrevocably waives any claim or defense in any such action or proceeding
based on any alleged lack of personal jurisdiction, improper venue or forum non-conveniens or any similar basis.


 



    	27



    	 



    

9.11 Waiver of
Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable law any right it may have to a
trial by jury with respect to any action o liability directly or indirectly arising out of, under or in connection with this Agreement
or the transactions contemplated by this Agreement. Each of the Parties hereby (a) certifies that no representative, agent or attorney
of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of such action or liability,
seek to enforce the foregoing waiver, and (b) acknowledges that it has been induced to enter into this Agreement and the transactions
contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 9.11.


 


9.12Captions.
Section captions are for convenience only and in no way are to be construed to define, limit or affect the construction or interpretation
hereof.


 


9.13Force Majeure.
A Party shall not be liable for nonperformance or delay in performance (other than obligations regarding confidentiality) caused
by any event reasonably beyond the control of such Party including, but not limited to wars, hostilities, revolutions, riots, civil
commotion, national emergency, strikes, lockouts, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any
other Act of God, or any law, proclamation, regulation, ordinance, or other act or order of any court, government or governmental
agency.


 


9.14Usage.
Except as otherwise specifically indicated, all references to Section numbers refer to Sections of this Agreement, and all references
to Schedules refer to Schedules attached hereto and incorporated herein. The words “herein”, “hereof”,
“hereunder” “hereinafter”, and words of similar import refer to this Agreement as a whole and not to any
particular Section hereof. The definition in this Agreement shall apply equally to both the singular and plural forms of the terms
defined, and unless otherwise provided in the Schedules all defined terms in the Agreement shall be applicable to the same. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”,
unless such phrase otherwise appears.


 


9.15Statutory
References. Any references to any statute, law, regulation, ordinance, treaty or protocol shall be deemed to include any amendments
thereto from time to time or any successor statute, law, regulation, ordinance, treaty or protocol thereof.


 


9.16Counterparts.
This Agreement may be executed in two or more counterparts, in original all of which shall be considered one and the same agreement,
and all of which shall become effective when one or more such counterparts have been signed by each of the Parties and delivered
to the other Party.


 



    	28



    	 



    

IN WITNESS WHEREOF,
the Parties have executed this Agreement as of August 9, 2012.


 


	 	
        LICENSOR:

        Oculus
        Innovative Sciences, Inc.

         

	 	 
	 	By: /s/ Robert Miller 
	 	
        Name: Robert Miller

        Title: Chief Financial Officer

         

	 	
         

        LICENSEE:

        More
        Pharma Corporation, S. de R.L. de C.V. 

	 	 
	 	
         

        By: /s/ Francisco Xavier Bay Presa

	 	
        Name: Francisco Xavier Bay Presa

        Title: Legal Representative

         

         

        MANUFACTURER:

        Oculus
        Technologies of Mexico, S.A. de C.V. 

	 	 
	 	
         

        By: /s/ Everardo Garibay

	 	
        Name: Everardo Garibay

        Title: Legal Representative




    	29



    	 



    

SCHEDULE “A”


 


PRODUCTS,
PRICES AND MINIMUM PURCHASE REQUIREMENTS:


 


A) PRODUCTS
AND PRICES:


 


An ongoing Transfer Price in the following
Mexican Pesos amounts per unit, plus VAT (Value Added Tax or “Impuesto al Valor Agregado”), for all sales in
the Territory shall be as follows:


 





	 	Microdacyn60 5 liter private presentation:	$ [ ]*
	 	Microdacyn60 5 liter government:	$ [ ]*
	 	Microdacyn60 1 liter:	$ [ ]*
	 	Microdacyn60 1 liter (Ergonomic):	$ [ ]*
	 	Microdacyn60 1 liter (NPTH):	$ [ ]*
	 	Microdacyn60 240 ml presentation:	$ [ ]*
	 	Microdacyn60 120 ml presentation:	$ [ ]*
	 	Microdacyn60 60 ml (Sample):	$ [ ]*
	 	M60 Hydrogel 250 gr.:	$ [ ]*
	 	M60 Hydrogel 100 gr.:	$ [ ]*
	 	M60 Hydrogel 10 gr. Sachet (Sample):	$ [ ]*
	 	Gramaderm 50gr. presentation:	$ [ ]*










 


B) MINIMUM
PURCHASE REQUIREMENTS:


 


Mexico:


Year 1: [ ]*
MXP


Year 2: [ ]*
MXP


Year 3: [ ]*
MXP


Year 4: [ ]*
MXP


Year 5: [ ]*
MXP


Years 6 - 10: no less than
[ ]* MXP per year


Years 11+: no less than [
]* MXP per year


 


The Parties agree that these amounts are
based on the current competitive and regulatory conditions. The Minimum Purchase Requirements may be reconsidered by mutual agreement
in case of a significant change in the competitive and/or regulatory environment, as well as new product expansion.


 


 





_______________





* Confidential material redacted and separately filed with the
Commission.


 


 



    	30



    	 



    

SCHEDULE “B”


 


PATENTS AND PATENT APPLICATIONS


 


	PCT APPLICATIONS
	PCT/US2002/[ ]*
	PCT/US2004/[ ]*
	PCT/US2006/[ ]*
	PCT/US2006/[ ]*
	PCT/US2006/[ ]*
	PCT/US2007/[ ]*
	PCT/US2007/[ ]*
	PCT/US2007/[ ]*
	PCT/US2008/[ ]*
	PCT/US2009/[ ]*
	PCT/US2010/[ ]*
	PCT/US2010/[ ]*
	PCT/US2010/[ ]*


 


 


The above mentioned applications numbers
also include the national phase applications that already have been or will be submitted and their granting as Patents within the
Territory.


 


 





_______________





* Confidential material redacted and separately filed with the
Commission.


 


 



    	31



    	 



    

SCHEDULE “C”


 


MEXICAN TRADEMARKS REGISTRATIONS


 


	
        SOLICITUD (APPLICATION) 

        No:
	REGISTRO (REGISTRATION) No:	MARCA (TRADEMARK)
	803182	956237	MICRODACYN60
	881456	1071757	MICRODACYN60
	1010141	1106566	GRAMADERM
	1010143	1106567	GRAMADERM


 


 


 


 



    	32



    	 



    




SCHEDULE “D”


RATIFICACIÓN DE CONTRATO DE LICENCIA


/ LICENSE AGREEMENT RATIFICATION


ENTRE /BETWEENOCULUS TECHNOLOGIES OF
MEXICO, S.A. DE C.V.


Y / AND


More
Pharma Corporation, S. de R.L. de C.V.


VIGENTE A PARTIR DE / EFFECTIVE AS OF


August 15, 2012


 


 





	
        CONSIDERANDO QUE, con fecha 15 de agosto
        de 2012, OCULUS TECHNOLOGIES OF MEXICO, S.A. DE C.V. (“Oculus”) y More
        Pharma Corporation, S. de R.L. de C.V. (“More Pharma”) celebraron un contrato de licencia y suministro
        (en lo sucesivo el “Contrato de Licencia”) por virtud del cual Oculus otorgó a More Pharma una licencia
        exclusiva, para usar y sublicenciar en México las solicitudes de registro de marca y los registros de marca listados en
        el Anexo 1 del presente documento de ratificación de licencia (en lo sucesivo las “Marcas”) con
        el objeto de promover, distribuir, comercializar y vender los productos que amparen dichas Marcas, y que ahora ambas partes acuerdan
        firmar el presente documento de ratificación con el único objeto de registrar dicha licencia ante el Instituto Mexicano
        de la Propiedad Industrial;

         

        CONSIDERANDO QUE, Oculus y More
        Pharma acuerdan incorporar por referencia a este documento de ratificación de licencia, todos los términos y condiciones
        por las partes acordadas respecto al uso y protección de las Marcas en el Contrato de Licencia.

         

        El Suscrito,

        en representación de Oculus una
        sociedad constituida de conformidad con las leyes de la República Mexicana y principal lugar de negocios en Industria Vidriera
        81, Fracc. Industrial Zapopan Norte, C.P. 45130, Zapopan, Jalisco, declara bajo protesta de decir verdad que su representada es
        única titular de las Marcas.

         

        Con base en lo anterior Oculus en este
        acto ratifica la licencia exclusiva para usar y sublicenciar las Marcas, a More Pharma , una sociedad constituida de conformidad
        con las leyes de México con domicilio y principal lugar de negocios Av. Ejército Nacional 926, Interior 203 Col.
        Los Morales, Sección Palmas, C.P. 11540, Distrito Federal, México.
	 	
        WHEREAS, on August 15, 2012, OCULUS TECHNOLOGIES
        OF MEXICO, S.A. DE C.V. (“Oculus”) and More Pharma Corporation, S. de
        R.L. de C.V. (“More Pharma”) entered into a license and supply agreement (the “License Agreement”)
        pursuant to which Oculus granted to More Pharma a exclusive license to use and sublicense in Mexico the trademark applications
        and trademark registrations which are listed in Schedule 1 of this license ratification agreement (the “Trademarks”)
        with the purpose of promote, market, distribute and sell the products that protect these Marks, and
        that now both parties agree to sign this document of ratification for the sole purpose of registering the license before the Mexican
        Institute of Industrial Property;

         

        WHEREAS, Oculus and More Pharma agree to
        incorporate by reference to this ratification of license document, all the terms and conditions agreed between them under the License
        Agreement.

         

        The undersigned,

        in representation of Oculus a corporation
        organized under the laws of Mexico, having its address and principal place of business at Industria Vidriera 81, Fracc. Industrial
        Zapopan Norte, C.P. 45130, Zapopan, Jalisco, warrants that it is the owner of the trademark registrations and trademark applications.

         

        Based on the foregoing Oculus hereby ratifies
        the exclusive license to use and sublicense the Trademarks to More Pharma, a corporation dully
        organized under , Mexican law having its address and principal place of business at Av. Ejército Nacional 926, Interior
        203 Col. Los Morales, Sección Palmas, C.P. 11540, Mexico City, Mexico.



 



    	33



    	 



    

 


	
        Ambas partes han acordado generar y firmar
        este documento de ratificación del Contrato de Licencia con el único propósito de solicitar la inscripción
        de las licencias ahí otorgadas en el Instituto Mexicano de la Propiedad Industrial y de acuerdo con el artículo 10
        del Reglamento de la Ley Mexicana de la Propiedad Industrial.

         

        Ambas partes han acordado en el Contrato
        de Licencia que:

         

        (i) Oculus, tendrá la primera opción
        y derecho de proteger y hacer valer los derechos inherentes a las Marcas. Sin embargo, en caso que Oculus decida no ejercer su
        opción y derecho More Pharma podrá tomar las acciones que considere necesarias para proteger y hacer valer los derechos
        inherentes a las Marcas.

         

        (ii) Ambas partes deberán notificarse
        oportunamente respecto de: (a) el uso no autorizado de las Marcas en Mexico, y respecto de la existencia de cualquier uso, solicitud
        o registro de una marca que entre en conflicto o sea similar en grado de confusión a una o más de las Marcas; (b)
        cualquier acto que implique una amenaza de infracción o competencia desleal que involucre a las Marcas o que pudieran afectar
        los derechos de cualquiera de ellas respecto del uso de las Marcas; o (c) cualquier alegato o reclamo, ya sea judicial o extrajudicial,
        en caso de que el uso de las Marcas infrinjan una marca u otros derechos de cualquier tercero.

         

        En esta documento de ratificación
        del Contrato de Licencia no han sido incluidas disposiciones y cláusulas confidenciales relacionadas con contraprestaciones,
        ni cláusulas o disposiciones que no tengan relación con la licencia de uso de las Marcas de acuerdo con lo establecido
        en el artículo 10 del Reglamento de la ley mexicana de la Propiedad Industrial, el cual permite omitir dichas disposiciones
        de las copias o versiones que son usadas para propósitos de inscripción.

         

        Oculus y More Pharma reconocen que entre
        otros términos y condiciones del Contrato de Licencia de Marcas, se establece que la vigencia del mismo de veinticinco (25)
        años es veinticinco años contado a partir del 15 de agosto de 2012, vigencia que será renovada automáticamente
        por plazos de un (5) años, salvo que el mismo sea terminado por cualquiera de las partes de conformidad con los mecanismos
        de terminación previstos en el Contrato de Licencia.
	 	
        Both parties have agreed to produce and
        execute this version of the License Agreement for the sole purpose of recording the licenses granted there under at the Mexican
        Institute of Industrial Property in accordance with the article 10 of the Regulations to the Mexican Law on Industrial Property.

         

        Both parties have agreed in the Trademark
        License Agreement that:

         

        (i) Oculus shall have the first option
        and right to protect, enforce or otherwise maintain the Trademarks. However, in case Oculus decided not to exercise its option
        and right More Pharma Shall be entitled to take the actions it deems appropriate to protect and enforce the Trademarks.

         

        (ii) Each Party shall
        notify promptly notify the other if they become aware of: (a) any uses of, or any applications or registrations for, a trademark,
        service mark, trade name or domain name that conflicts with or is confusingly similar to one or more of the Marks; (b) any acts
        of threatened acts of infringement, unfair competition or dilution involving the Trademarks or that might affect or injure the
        rights of both parties in connection with the use of the Trademarks; or (c) any allegations or claims, whether or not made in a
        lawsuit, that the use of the Trademarks infringes a trademark or service mark or other rights of any other entity.

         

        In this version of the License Agreement
        no provisions and confidential clauses dealing with royalties, nor clauses or provisions which are unrelated to the use of the
        Trademarks licensed have been included in accordance with what is established in article 10 of the Regulations to the Mexican Law
        on Industrial Property, which allows to omit such provisions from the copies or versions that are used for recordation purposes.

         

        Oculus and More Pharma acknowledge that,
        among other terms and conditions of the License Agreement, it has been agreed that the term of the same is twenty five (25) years
        as of August 15th, 2012, which will be automatically renewed every five (5) years- thereafter unless terminated by either
        Party in accordance with the mechanisms of termination established in the License Agreement..

         

        



 



    	34



    	 



    

 


	
        Oculus y More Pharma convienen que, en
        caso de controversia o conflicto entre los términos del presente documento de ratificación y los términos
        de la versión completa del Contrato de Licencia, aquellos de la versión completa del Contrato de Licencia prevalecerán.

         

         

        Firmado en México D.F. a los 15
        días del mes de agosto de 2012.

         
	 	
        Oculus and More Pharma agree that in the
        event of controversy or conflict, between the provisions of this ratification of license document and the provisions of the complete
        version of the License Agreement, those of the complete version of the License Agreement shall prevail.

         

         

        Signed this15th day of August of 2012.

         

         



 


	
        OCULUS TECHNOLOGIES OF MEXICO,

        S.A. DE C.V.
	 	More Pharma Corporation, 

S. de R.L. de
    C.V.
	
         

         
	 	 	 
	Firma/	 	 	Firma/	 
	Signature:	 	 	Signature:	 
	Por/By:	Everardo Garibay Ramírez	 	Por/By:	Francisco Xavier Bay Presa
	Cargo/Title:	Legal Representative	 	Cargo/Title:	Legal Representative
	 	 	 	 	 
	Testigo/	 	 	Testigo/	 
	Witness:	Ricardo Chacón López-Velarde	 	Witness:	Tanya Indra Escamilla Luján


 







 



    	35



    	 



    



 


“ANEXO 1” / “ANNEX 1”


AL / TO THE


RATIFICACIÓN DE CONTRATO DE LICENCIA


/ RATIFICATION OF LICENSE AGREEMENT


ENTRE /BETWEEN


OCULUS TECHNOLOGIES OF MEXICO, S.A. DE C.V.


y/and


More
Pharma Corporation, S. de R.L. de C.v.


 


		A.	MEXICO



 


	SOLICITUD (APPLICATION) No:	REGISTRO (REGISTRATION) No:	MARCA (TRADEMARK)
	803182	956237	MICRODACYN60
	881456	1071757	MICRODACYN60
	1010141	1106566	GRAMADERM
	1010143	1106567	GRAMADERM


 


 


 



    	36



    	 



    









 


SCHEDULE “E”


 





ACQUISITION OPTION


EXECUTED BY MORE PHARMA CORPORATION S.
DE R.L. DE C.V. (“MP”) IN BENEFIT OF OCULUS TECHOLOGIES OF MEXICO, S.A.DE C.V. (“OCULUS”).


 


STATEMENTS


 


1. MP declares through its representatives:


 


a) That it is a commercial entity duly
incorporated according to Mexican law, as evidenced in public deed number 6,948, registered in the Public Registry of Commerce
of Mexico City, under number 364165.


 


b) That their representatives have the
necessary and sufficient authority to enter into this agreement, as evidenced in public deed number 7267, authority not being modified,
revoked or limited in any manner up to the date of signature of this agreement.


 


2. OCULUS declares through its representatives:


 


a) That it is a commercial entity duly
incorporated according to Mexican law, as evidenced in public deed number 3605, granted on April 30 of 2003 before Commercial Broker
number 1 of the Estate of Michoacán, Lic. Armando G. Manzano Alba, registered in the Public Registry of Commerce of Michoacán,
under commercial folio number 041.


 


b) That their representatives have the
necessary and sufficient authority to enter into this agreement, as evidenced in public deed number 95370, authority not being
modified, revoked or limited in any manner up to the date of signature of this agreement.


 


By virtue of the foregoing, the parties
agree on the following:


 


CLAUSES


 


Subject to the conditions described below
MP hereby grants to OCULUS an option to acquire, directly or through an appointed designee (such appointment to be duly notified
to MP) (the “Designee”) the health registrations referred in Annex 1 (the “Health Registrations”). Said
acquisition option may be exercised by OCULUS exclusively when MP incurs in any termination cause, under a certain License, Exclusive
Distribution and Supply Agreement dated August 8, 2012 a copy of which is included as Annex 2. In view of the above, the parties
agree that MP may fulfill this obligation by transferring the Health Registrations to OCULUS or to its Designee within 10 business
days as of the date OCULUS has exercised its right of acquisition option. Likewise, the parties agree and accept that OCULUS shall
have the right to appoint a third party in order that the Health Registrations are transferred to OCULUS by MP, such appointment
to be made on or prior to the date the acquisition option is exercised.


 



    	41



    	 



    

 


The price for the acquisition of such
Health Registrations shall be the amount of US$1.00 (one dollar 00/100 US CY.) for each of them. It is further agreed that in
order to exercise the acquisition option it will be sufficient that OCULUS or its Designee gives written notice to MP if the exercise
of it right to acquire such Health Registrations, provided OCULUS shall simultaneously pay to MP the amount established in this
paragraph. In the event of creation of the transfer to a third party, such price shall also be paid simultaneously on the date
when the transfer takes place. OCULUS shall be entitled to exercise its acquisition option or its right to appoint a third party
under the terms of this clause, either once with respect to all the Health Registrations or partially, in the understanding that
in the latter event, it can make it gradually with respect to one or more Health Registrations, until it has exercises it with
respect to all of them.


 


Consequently the parties shall have a
15 (fifteen) calendar days-term following the date on which MP receives from OCULUS or its Designee, notice to exercise the acquisition
option on the Health Registrations, or of the date of execution of the act having originated the transfer of the Health Registrations
to the third party appointed by OCULUS, to prepare, sign and file before the corresponding agencies the agreements and necessary
documents, either public or private, in order to formalize the transfer of the rights and obligations of the Health Registrations.
The expenses deriving from the foregoing shall be borne by OCULUS, unless the exercise of the option or the transfer of the Health
Registrations to its Designee has been motivated by a breach of MP.


 


In any of the events under the terms established
in the previous paragraphs, OCULUS or its Designee shall have the right to immediately exercise the acquisition option, as well
as OCULUS has the right to appoint the third party to carry out the transfer of the Health Registrations in favor of the latter,
as set forth in this clause.


 


MP grants in this act a Special Irrevocable
Power in favor of Mrs. Everardo Garibay Ramírez, Jim Schutz and Bruce Thorton (OCULUS’ representative), individually
or collectively, any of the empowered would be able to sign, private and/or public documents, and execute any other actions in
order to fulfillment the duty’s that MP assumes in terms of the present clause. This power is granted as Irrevocable, because
it constitutes a form to fulfillment of the duties assumed by MP in terms of this agreement and in accordance with the article
2596 of the Federal Civil Code.


 


The parties establish as their domiciles
for receiving notifications the following:


 


	OCULUS	Industria Vidriera 81,
	 	Zapopan, Jalisco
	 	C.P. 45130, México
	 	 
	 	 
	MP	Avenida Ejército Nacional No. 926, Interior 203,
	 	Colonia Los Morales Sección Palmas
	 	C.P. 11540 México D.F., México


 



    	42



    	 



    

 


All notices and notifications that the
parties should give to the other and are related to this agreement, shall be made in writing and will be regarded as received if
they are delivered at the above-mentioned domiciles. Notices may be delivered by any means allowing evidence of its reception.


 


The parties in this acquisition option
upon reading and acknowledging its scope and legal effects, sign it in two counterparts in México City, on August 15, 2012.


 


	
         

        OCULUS

         

         

 



        EVERARDO GARIBAY RAMÍREZ

         
	
         

        MP

         


 

 



        FRANCISCO XAVIER BAY PRESA

         



 


 


 


 


 


 


 


 



    	43



    	 



    

 





SCHEDULE “F”


EQUIPMENT


 


 


MD REDOX Serial Number / No de Serie: 1548724-BZ2


MD REDOX Serial Number / No de Serie: 1726932-XA3


 


 


Enclosed documents regarding the import pediment.


 


 


 


 


 


 


 


 


 



    	45



    	 



    

 


SCHEDULE “G”


PRODUCT LABELING


 


 


All Product supplied under this Agreement
shall be in the same formulations, presentations, pack sizes and with the existing product labeling and package inserts as provided
in the different documents enclosed in connection with the following products:


 


 


Microdacyn60 5 liter private
presentation


Microdacyn60 5 liter government


Microdacyn60 1 liter


Microdacyn60 1 liter (Ergonomic)


Microdacyn60 1 liter (NPTH)


Microdacyn60 240 ml presentation


Microdacyn60 120 ml presentation


Microdacyn60 60 ml (Sample)


M60 Hydrogel 250 gr.


M60 Hydrogel 100 gr.


M60 Hydrogel 10 gr. Sachet (Sample)


Gramaderm 50gr. presentation


 


 


 


46