|Exhibit 10.22
|-------------



| | LICENSE AND SUPPLY AGREEMENT
| | ----------------------------

This Agreement is made as of the 23rdof November 2007 byABIOGEN PHARMA SPA, a corporation organized and existing under the Laws of Italy and having its principal offices at Via Meucci 36, 56014 Ospedaletto Pisa Italy, represented by the Managing Director, Dr. Massimo Di Martino (hereinafter called "ABIOGEN"), and

Samaritan Pharmaceuticals Ireland Inc.Limited a corporation organised and existing pursuant to the Laws of Ireland, located at Daneswalle Business Park, Monksland, Athlone, Country Roscommon, Ireland represented by Dr. Christos Dakas, Managing Director Europe, (hereinafter called "SAMARITAN").

WITNESSETH

WHEREASABIOGEN has rights on a pharmaceutical PRODUCT (as hereinafter defined) whose active ingredient is named Clodronate for use in the treatment of Tumoral Osteolysis.

AND WHEREASABIOGEN is the lawful holder of the Know-how (as hereinafter defined) related to such PRODUCT;

AND WHEREASSAMARITAN desires to license in, market and distribute the PRODUCT (as hereinafter defined) directly or through an AFFILIATE (as hereinafter defined) as pharmaceutical speciality in the Territory (as hereinafter defined), and to have a right to do so; Now, therefore, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

The following terms as used hereinafter in this Agreement shall have the meaning set forth in this Article:

|1.1 |  | "PRODUCTshall mean those pharmaceutical compositions or formulations, containing the           
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|    |  | SUBSTANCE as sole active ingredient, listed in Appendix A, finished in a dosage form, for human
|    |  | use, under the Trademark, provided that, for greater certainty, PRODUCT does not include the 
|    |  | Intrarticular formulation developped by Abiogen.                                               
|   
|1.2 |  | SUBSTANCEshall mean the compound identified by the generic name DISODIUM                     
|    |  | CLODRONATE.                                                                                    
|   
|1.3 |  | "REGISTRATIONS" shall mean the governmental approvals and/or authorizations which are          
|    |  | required under laws and regulations to sell the PRODUCT in each country of the Territory.      
|   
|1.4 |  | "TRADEMARK" shall mean a trademark registered in the Territory in the name of ABIOGEN, or a    
|    |  | trademark registered in the name of SAMARITAN and which, after being approved by ABIOGEN,      
|    |  | will be assigned, free of any charge, to ABIOGEN, before commercialization of the PRODUCT by   
|    |  | SAMARITAN in the Territory.                                                                    

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|1.5  |  | "TERRITORY" shall mean Greece, Cyprus and Turkey.                                                     
|---- |  | ------------------------------------------------------------------------------------------------------
|    
|1.6  |  | "NET SALES" shall mean the gross sales of the PRODUCT (value added taxes excluded) less: (i)          
|     |  | trade discounts and rebates, (ii) returns and allowances including promotional allowances, not to     
|     |  | exceed of gross sales, actually credited to third parties and (iii) sales and excise taxes and other  
|     |  | taxes paid (other than income taxes), which are levied or borne on sales price of the PRODUCT;.       
|    
|1.7  |  | "ABIOGEN" shall mean ABIOGEN and shall also include any company controlling, controlled by            
|     |  | or under common control with ABIOGEN which has been appointed by ABIOGEN to perform, on its           
|     |  | behalf, any of its obligations arising out of this Agreement and which will be responsible for the    
|     |  | fulfilment thereof provided that ABIOGEN retains its responsibility for performance of such           
|     |  | obligations.                                                                                          
|    
|1.8  |  | KNOW-HOW" shall mean all technical information, documents, data, trade secrets and information       
|     |  | relating to the PRODUCT, as described in Article 1.1, and which is necessary or useful for the filing,
|     |  | prosecuting and obtaining and maintaining of the Registrations and for the marketing, use,            
|     |  | distribution and sale of the PRODUCT in each country of the Territory in accordance with the terms    
|     |  | of this Agreement.                                                                                    
|    
|1.9  |  | DOSSIER shall mean the available documentation supplied by ABIOGEN to SAMARITAN                     
|     |  | necessary for the filing by the Regulatory authority (as hereinafter defined) in order to obtain the  
|     |  | marketing authorization in each country of the Territory.                                             
|    
|1.10 |  | REGULATORY AUTHORITY means the Greek, the Cypriot and the Turkish and\or any                        
|     |  | provincial government ministry, department or agency, the regulatory body or other person             
|     |  | responsible in the territory of Greece, Cyprus and Turkey in question for issuing licences and\or for 
|     |  | enacting, monitoring and\or forcing the applicable laws or related to the sale of pharmaceutical      
|     |  | PRODUCT in such market or jurisdiction.                                                               
|    
|1.11 |  | cGMP means the current Good Manufacturing Practices of the EU (as in effect from time to            
|     |  | time).                                                                                                
|    
|1.12 |  | SAMARITAN shall mean SAMARITAN and shall also include its AFFILIATES, that is any                 
|     |  | company which is controlling, controlled by or under common control with SAMARITAN and which          
|     |  | has been appointed by SAMARITAN to perform, on its behalf, any of its obligations arising out of      
|     |  | this Agreement and which will be responsible together with SAMARITAN for the fulfilment thereof.      
|    
|     |  | ARTICLE 2                                                                                             
|     |  | GRANTS                                                                                                
|    
|2.1  |  | For the term of this Agreement ABIOGEN grants to SAMARITAN, and SAMARITAN hereby                      
|     |  | accepts, subject to the conditions and limitations stated hereinbelow, a non-assignable exclusive     
|     |  | licence to use the Know-How and the Dossier to register and to market, distribute and sell the        
|     |  | PRODUCT under the Trademark in each country of the Territory.                                         
|    
|2.2  |  | Licence rights granted under article 2.1 above do not automatically include new formulations of the   
|     |  | PRODUCT developed by ABIOGEN.                                                                         

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|2.3 SAMARITAN undertakes to sell the PRODUCT only as a pharmaceutical speciality, on its finished         
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|dosage form. SAMARITAN shall refrain from:                                                                
|                                                                                                          
|(i) bringing any alteration or modification to any data contained in the Dossier; or                      
|                                                                                                          
|(ii) using any part of the Dossier or any other data upon the PRODUCT for any other purpose than for      
|obtaining the authorization for the sale of the PRODUCT in each country of the Territory or performing any
|of its obligation under this Agreement; or                                                                
|                                                                                                          
|(iii) assigning, transferring or selling the Licence to any third party.                                  
|                                                                                                          
|2.4 This Agreement grants SAMARITAN a licence for the sole and only purpose of registration, marketing,   
|distributing and selling the PRODUCT in each country of the Territory. SAMARITAN will not have any        
|right to use the PRODUCT and/or the Know-how for other purposes.                                          
|                                                                                                          
|2.5 Within thirty (30) days of the execution of this Agreement, ABIOGEN shall deliver to SAMARITAN        
|the Dossier currently in its possession or under its control and which is useful for the purposes of      
|marketing the PRODUCT and shall thereafter promptly deliver to SAMARITAN any additional                   
|information and documentation which comes into its possession or under its control relating to the        
|PRODUCT which will aid, assist or facilitate the marketing of the PRODUCT in each country of the          
|Territory.                                                                                                
|                                                                                                          
|ARTICLE 3                                                                                                 
|CONFIDENTIALITY                                                                                           
|                                                                                                          
|3.1 SAMARITAN acknowledges the confidential nature of the Know-how and unless required by law or          
|legal process, SAMARITAN undertakes not to reveal to any third parties (other than Regulatory             
|Authorities in furtherance of the intent and implementation of this Agreement) and to consider and        
|treat as confidential all data and information communicated to it by ABIOGEN, as well as all data         
|and information generated by SAMARITAN according to Article 2.4, for the term of this Agreement           
|and ten (10) years thereafter, and to oblige all its personnel having access to the said data and         
|information to act in a similar manner. The foregoing obligation shall not apply to:                      
|                                                                                                          
|(a)                                                                                                       
|                                                                                                          
|(b)                                                                                                       
|                                                                                                          
|                                                                                                          
|(c)                                                                                                       
|                                                                                                          
|                                                                                                          
|                                                                                                          
|(d)                                                                                                       
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|The provisions of this Article 3.1 shall survive the expiration or termination of this Agreement.         

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|ARTICLE 4                                                                                                   
|------------------------------------------------------------------------------------------------------------
|REGISTRATION                                                                                                
|                                                                                                            
|4.1.            ABIOGEN agrees to, after execution of this Agreement, execute or cause to have executed all 
|documents reasonably requested by SAMARITAN, and at SAMARITANs expense, as required to                     
|permit to SAMARITAN to obtain the Registration for the PRODUCT in each country of the Territory             
|under the name of SAMARITAN. If the documents requested by SAMARITAN include additional                     
|studies to be performed by ABIOGEN, ABIOGEN is entitled to evaluate the feasibility of such                 
|additional studies and to decide to perform them or not. Should ABIOGEN decide to perform the               
|additional studies requested by SAMARITAN the costs for such studies will be on SAMARITANs                 
|account. In case ABIOGEN decides not to perform such additional studies the parties will meet in            
|good faith in order to find an amicable solution. SAMARITAN shall diligently take all steps as              
|required to have said Registration approved by the Health Authorities in each country of the Territory      
|on or before _______________ . SAMARITAN undertakes to maintain at its own expense all                      
|Registrations held by SAMARITAN hereunder and to bear all expenses and costs involved to any                
|additional information and/or activities required by the Health Authorities in each country of the          
|Territory.                                                                                                  
|                                                                                                            
|4.2.           In the event that, due to negligence or failure of SAMARITAN, SAMARITAN will not obtain such 
|Registration within the term established in article 4.1., ABIOGEN has the right to terminate this           
|Agreement, by giving a written notice thereof to SAMARITAN which notice of termination shall be             
|immediately effective upon receipt by SAMARITAN.                                                            
|                                                                                                            
|Within twenty (20) working days from the receipt of the DOSSIER, SAMARITAN will examine the                 
|DOSSIER supplied by ABIOGEN. Should the DOSSIER be not conformable with the standard                        
|requirements of the Health Authorities SAMARITAN will notify ABIOGEN of such non-conformity                 
|and ABIOGEN will refund SAMARITAN of the instalment paid by SAMARITAN upon signature of                     
|this Agreement.                                                                                             
|                                                                                                            
|After the filing, if the application for registration is rejected either party is entitled to terminate this
|Agreement with one month written notice. In this case ABIOGEN will be entitled to withhold the              
|instalment paid by SAMARITAN upon the signature of this Agreement.                                          

4

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|4.3.      SAMARITAN shall use reasonable commercial efforts to launch the PRODUCT within three (3)         
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|months from the date of the price approval by the authorities. In the event that SAMARITAN does            
|not launch the PRODUCT in each country of the Territory within the time period herein                      
|contemplated, ABIOGEN may, prior to the launch, terminate this Agreement by giving a written               
|notice thereof to SAMARITAN, which notice of termination shall be immediately effective upon               
|receipt by SAMARITAN: in this case ABIOGEN will be entitled to withold the instalment paid by              
|SAMARITAN upon the signature of this Agreement and SAMARITAN shall transfer free of charge                 
|to ABIOGEN, or to a third party designated by ABIOGEN, the Registration relating to the                    
|PRODUCT in each country of the Territory within thirty (30) days from ABIOGENs request.                   
|SAMARITAN may terminate this Agreement prior to launch by notice in writing to ABIOGEN if                  
|SAMARITAN is unable to launch by the date herein contemplated as a result of the failure of                
|ABIOGEN to provide SAMARITAN with any required data or information: in this event                          
|SAMARITAN shall transfer to ABIOGEN, or to a third party designated by ABIOGEN, the                        
|Registration relating to the PRODUCT in each country of the Territory within thirty (30) days from         
|ABIOGENs request, at ABIOGENs expense. In such a case SAMARITAN will have the only right                 
|to receive back the instalment paid by SAMARITAN upon the signature of this Agreement, other               
|rights being excluded.                                                                                     
|                                                                                                           
|4.4.      All activity to be carried out by SAMARITAN to obtain and/or maintain the Registrations and/or to
|satisfy the requirements of the Regulatory Authorities in each country of the Territory as herein          
|contemplated shall be conducted in strict accordance with the requirements of the applicable               
|Regulatory Authority. No act which could adversely affect the Registrations and no clinical trial for      
|whatever purpose may be commenced, undertaken or carried out by SAMARITAN.                                 
|                                                                                                           
|4.5. During the terms of this Agreement ABIOGEN agrees to give SAMARITAN and its personnel such            
|reasonable support, co-operation and information regarding the Registration of the PRODUCT as              
|SAMARITAN may reasonable request from time to time, being understood what is stated in Article             
|4.1 above.                                                                                                 
|                                                                                                           
|ARTICLE 5                                                                                                  
|TRADEMARK                                                                                                  
|                                                                                                           
|5.1     SAMARITAN shall sell the PRODUCT under the Trademark which is and shall remain of Abiogens        
|property. During the term of this Agreement ABIOGEN grants to SAMARITAN a royalty-free non-                
|assignable license to use the Trademark in each country of the Territory for the commercialization of      
|the PRODUCT in each country of the Territory.                                                              
|                                                                                                           
|                                                                                                           
|ARTICLE 6                                                                                                  
|                                                                                                           
|PROMOTION AND MARKETING                                                                                    
|                                                                                                           
|6.1 Promotion                                                                                              
|                                                                                                           
|(a)                                                                                                        
|                                                                                                           
|                                                                                                           

5

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|(b)                                                                                                    |  | SAMARITAN shall send to ABIOGEN, not later than sixty (30) days after signature of this      
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|                                                                                                       |  | Agreement, a sales budget and a promotional plan for the commercialization of the            
|                                                                                                       |  | PRODUCT. Subsequently, SAMARITAN shall send to ABIOGEN, during the term of this              
|                                                                                                       |  | Agreement a yearly sales budget and promotional plan, within the month of November of each   
|                                                                                                       |  | year.                                                                                        
|                                                                                                      
|(c)                                                                                                    |  | The PRODUCT shall be promoted strictly in accordance with the scientific profile,            
|                                                                                                       |  | therapeutic indications, governmental approved data sheet and promotional guidelines and     
|                                                                                                       |  | requirements for post-marketing surveillance which, in any case, have been previously        
|                                                                                                       |  | approved in writing by ABIOGEN. In all respect, as for clinical work, SAMARITAN will         
|                                                                                                       |  | proceed in close co-operation with ABIOGEN, in order most efficiently to ensure consumer     
|                                                                                                       |  | protection, serving public health interest and complying with the requirements of the health 
|                                                                                                       |  | authorities in each country of the Territory. SAMARITAN agrees and undertakes that some      
|                                                                                                       |  | of its representatives and/or employees shall participate at SAMARITAN expenses to a         
|                                                                                                       |  | training course at ABIOGENs facilities in order to improve their knowledge about the        
|                                                                                                       |  | PRODUCT and the methods of marketing of the PRODUCT anywhere in each country of the          
|                                                                                                       |  | Territory.                                                                                   
|                                                                                                      
|(d)                                                                                                    |  | All promotional materials, including sales aids and advertisements relating to the PRODUCT,  
|                                                                                                       |  | shall be submitted by mail and by fax for ABIOGENs approval prior to their use, that will be
|                                                                                                       |  | considered as automatically given if ABIOGEN does not oppose to it in a maximum term of      
|                                                                                                       |  | ten (10) working days from the date of receipt .                                             
|                                                                                                      
|(e)                                                                                                    |  | SAMARITAN agrees that it will not solicit customers for the PRODUCT outside the              
|                                                                                                       |  | Territory, nor establish any branch or maintain any depot for the distribution of the        
|                                                                                                       |  | PRODUCT outside each country of the Territory.                                               
|                                                                                                      
|(f)                                                                                                    |  | Sales: SAMARITAN shall send to ABIOGEN at the end of January, April, August and              
|                                                                                                       |  | October in each calendar year specific information about the following items relating to the 
|                                                                                                       |  | previous calendar quarter, where available:                                                  
|                                                                                                      
|(g)                                                                                                    |  | Monthly sales, in units and in values of the PRODUCT and its competitors in the same         
|                                                                                                       |  | therapeutic group and in other relevant therapeutic groups.                                  
|                                                                                                      
|(h)                                                                                                    |  | Moving annual total and year to date sales.                                                  
|                                                                                                      
|6.2.   Competitive Specialities: SAMARITAN agrees that, during the term of this Agreement, it will not
|market, directly or indirectly, in each country of the Territory, any PRODUCT containing clodronate   
|or any other bisphosphonate for the same therapeutic indications of the PRODUCT, nor other            
|PRODUCT with oral administration in therapeutic class M5B having the same therapeutic indications     
|of the PRODUCT.                                                                                       

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|6.3.                                                                                                        |  |  | Adverse drug reaction: Both parties will exchange adverse drug reactions and safety information       
|----------------------------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------
|                                                                                                            |  |  | reports in a manner and time frame that will allow compliance with regulatory reporting and ongoing   
|                                                                                                            |  |  | safety review of the PRODUCT. The parties shall agree upon standard operating procedures in a         
|                                                                                                            |  |  | separate pharmacovigilence and safety procedure document which will ensure the reporting of these     
|                                                                                                            |  |  | events to regulatory authorities and to each other before starting any clinical trials and/or before  
|                                                                                                            |  |  | marketing of the PRODUCT commences under terms of this Agreement, as well as compliance with          
|                                                                                                            |  |  | any other regulatory requirement regarding the safety of the PRODUCT. In any event, it shall be       
|                                                                                                            |  |  | assured that ABIOGEN will centralize all information related to adverse drug reactions and safety     
|                                                                                                            |  |  | information on a world wide basis in the global safety data base. Each of SAMARITAN and               
|                                                                                                            |  |  | ABIOGEN shall immediately inform the other of any new information and/or findings concerning          
|                                                                                                            |  |  | side effects, toxicity or safety of the PRODUCT which come to its attention during the term of this   
|                                                                                                            |  |  | Agreement. All information referring to toxicological and/or adverse side-effects related to the      
|                                                                                                            |  |  | PRODUCT shall be centralized by ABIOGEN.                                                              
|                                                                                                           
|6.4.                                                                                                        |  |  | PRODUCT recall: In the event that SAMARITAN shall be required to initiate a recall, PRODUCT           
|                                                                                                            |  |  | withdrawal or field correction of any PRODUCT (a Recall), SAMARITAN shall notify ABIOGEN            
|                                                                                                            |  |  | and ABIOGEN shall fully co-operate with SAMARITAN in notifying SAMARITANs customers to               
|                                                                                                            |  |  | return all PRODUCT and shall follow any other instructions provided by SAMARITAN. In the              
|                                                                                                            |  |  | event that ABIOGEN believes that a Recall may be necessary and\or appropriate, prior to taking any    
|                                                                                                            |  |  | action ABIOGEN shall immediately notify SAMARITAN and ABIOGEN and SAMARITAN co-                       
|                                                                                                            |  |  | operate with each other in determining the necessity and nature of the action to be taken. With       
|                                                                                                            |  |  | respect to any Recall, SAMARITAN shall be responsible for co-ordinating all necessary activities in   
|                                                                                                            |  |  | connection with such Recall and ABIOGEN and SAMARITAN shall each co-operate with the other            
|                                                                                                            |  |  | in recalling the affected PRODUCT. In the event that a Recall results solely from any cause or event  
|                                                                                                            |  |  | arising from the manufacture, testing, storage, handling, packaging or labelling of the PRODUCT by    
|                                                                                                            |  |  | ABIOGEN or those for whom it is responsible or any other cause or event attributable to ABIOGEN       
|                                                                                                            |  |  | or those for whom it is responsible, ABIOGEN shall be responsible for all expenses of such Recall.    
|                                                                                                            |  |  | In the event that a Recall results solely from any cause or event arising from the transportation,    
|                                                                                                            |  |  | receiving, storage, handling, marketing or distribution of the PRODUCT by SAMARITAN or any            
|                                                                                                            |  |  | other cause or event attributable to SAMARITAN or those for whom it is responsible, SAMARITAN         
|                                                                                                            |  |  | shall be responsible for all expenses of such Recall. In all other cases the parties shall share the  
|                                                                                                            |  |  | expenses of the Recall equally and each party shall reimburse the other for fifty percent (50%) of any
|                                                                                                            |  |  | expenses of Recall incurred by such other party. Recall expenses shall include, but not be limited to,
|                                                                                                            |  |  | the expenses of notification, destruction or return of Recalled PRODUCT and SAMARITAN and             
|                                                                                                            |  |  | ABIOGENs reasonable out-of-pocket costs in connection with such Recall including, but not limited    
|                                                                                                            |  |  | to, reasonable attorneys fees and expenses and credits and expenses claimed or paid to customers.    
|                                                                                                            |  |  | Each party shall use reasonable commercial efforts to minimize the Recall expenses which it incurs    
|                                                                                                            |  |  | and shall provide to the other, upon request, reasonable evidence of the out-of-pocket expenses being 
|                                                                                                            |  |  | claimed by it. In no case ABIOGEN shall be liable to SAMARITAN for any direct or aindirect loss       
|                                                                                                            |  |  | of profit, damages and expenses as a result of a recall except for what provided herein.              
|                                                                                                           
|6.5.            Minimum purchases: SAMARITAN shall order for delivery during each of the successive twelve-
|                                                                                                            |  |  | month periods immediately following the date of first launch of the PRODUCT (herein referred to as    
|                                                                                                            |  |  | "Marketing Year") within the term of this Agreement, the following minimum amounts of                 
|                                                                                                            |  |  | PRODUCT:                                                                                              

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|     |  | - capsules 400 mg.: at least one batch of capsules for each country of the Territory where one batch is 
|---- |  | --------------------------------------------------------------------------------------------------------
|     |  | formed by 100.000 capsules (hereinafter batch size);                                                  
|    
|     |  | ABIOGEN shall have the right to terminate this Agreement if the above minimum is not respected.         
|    
|6.6. |  | SAMARITAN agrees to indemnify, save harmless and compensate ABIOGEN and its officers,                   
|     |  | directors and employees from and against any and all claims, demands, actions, causes of action,        
|     |  | suits, proceedings, judgments, liabilities, damages, losses, costs, expenses, fines, penalties and other
|     |  | similar assessments including, but not limited to, reasonable attorneys fees and expenses incurred     
|     |  | and documented relating to or arising out of a breach by SAMARITAN of any of its obligations.           
|    
|    
|    
|     |  | ARTICLE 7                                                                                               
|     |  | SUPPLY                                                                                                  
|    
|7.1. |  | In order to ensure the quality of the PRODUCT, SAMARITAN agrees that, during the term of this           
|     |  | Agreement, it will buy the PRODUCT only from ABIOGEN or from a third party designated by                
|     |  | ABIOGEN.                                                                                                
|    
|7.2. |  | Obligation to manufacture.                                                                              
|    
|     |  | (a) ABIOGEN will manufacture (or cause to be manufactured) and supply to SAMARITAN, in                  
|     |  | accordance with the terms herein and in a timely fashion, the quantity of the PRODUCT ordered by        
|     |  | SAMARITAN from time to time. Each PRODUCT supplied by ABIOGEN pursuant hereto shall be                  
|     |  | manufactured in accordance with the following (collectively, the Manufacturing Requirements):          
|     |  | (i) the Specifications for the PRODUCT including the purity, potency and physical and chemical          
|     |  | properties, stability and formulation, (ii) applicable cGMP;                                            
|    
|     |  | (b) ABIOGEN warrants that all PRODUCT supplied by it to SAMARITAN pursuant to this                      
|     |  | Agreement shall (i) be manufactured, packaged, tested, stored and handled in accordance with the        
|     |  | Manufacturing Requirements, (ii) be capable of maintaining its purity, potency and other property       
|     |  | characteristics contemplated in its Specifications until the expiration date for such PRODUCT, and      
|     |  | (iii) at the time of delivery of the PRODUCT to the carrier (Ex-Works, ABIOGEN factory) the             
|     |  | PRODUCT will have a remaining shelf life of at least twenty-four (24) months.                           
|    
|     |  | (c) ABIOGEN will communicate in a reasonable advanced time, during the term of this Agreement,          
|     |  | any changes to the formulation of the PRODUCT, site of manufacture, methods of manufacture              
|     |  | (including equipment used in the manufacture), sources of raw materials, sources or nature of           
|     |  | packaging materials, testing procedures or any other matter relating to the Specifications of the       
|     |  | PRODUCT as contained in the Dossier.                                                                    
|    
|7.3. |  | Supply Price: The supply price (the Supply Price) of PRODUCT from ABIOGEN to SAMARITAN                
|     |  | is fixed in Euro currency and such Supply Price shall be intended for goods delivered ex-works          
|     |  | ABIOGEN factory: shipment and insurance costs shall be covered by SAMARITAN. The Supply                 
|     |  | Price is set out in Appendix B, which constitutes an integral part of this Agreeement.                  

8

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|7.4        The payment of each invoice issued by ABIOGEN will be made by SAMARITAN within 30 days          
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|7.5.                                                                                                       
|                                                                                                           
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|7.6.                                                                                                       
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|                                                                                                           
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|7.7.       The quantities of PRODUCT ordered by SAMARITAN which have been manufactured by or on            
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|7.8.        The specifications of the PRODUCT are set forth in the Registrations for the PRODUCT and may   
|                                                                                                           
|                                                                                                           
|                                                                                                           
|7.9.        Within thirty (30) days of the receipt of a delivery of a PRODUCT, SAMARITAN shall inspect such
|                                                                                                           
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|      |  | as aforesaid which are not in compliance with the agreed specifications and are replaced as regulated  
|----- |  | -------------------------------------------------------------------------------------------------------
|      |  | in this Paragraph.                                                                                     
|      |  |                                                                                                        
|7.10. |  | If ABIOGEN does not agree with SAMARITAN that the PRODUCT rejected under the provisions of             
|      |  | this Article fail to conform to the agreed Specifications, the matter will be submitted to an          
|      |  | independent laboratory agreed between the parties. The decision of such independent laboratory         
|      |  | following its analysis of the PRODUCT under question shall be final. The cost of the analysis shall    
|      |  | be borne by the party who was in error.                                                                
|      |  |                                                                                                        
|7.11. |  | In the event that ABIOGEN is unable to supply the PRODUCT to SAMARITAN for three (3)                   
|      |  | consecutive months, for any reason other than SAMARITAN's fault, ABIOGEN shall immediately             
|      |  | notify SAMARITAN thereof and both parties will try to identify an alternative source of supply (who    
|      |  | will be qualified to supply the PRODUCT with the Regulatory Authorities at ABIOGENs expense).         
|      |  |                                                                                                        
|7.12  |  | ABIOGEN shall not be responsible for any damages or losses suffered by SAMARITAN resulting from        
|      |  | the storage, testing, use or sale of PRODUCT, or the use or administration of PRODUCT by or to         
|      |  | third parties                                                                                          
|      |  |                                                                                                        
|      |  | ARTICLE 8                                                                                              
|      |  | QUALITY CONTROL                                                                                        
|      |  |                                                                                                        
|8.1.  |  | SAMARITAN shall carefully follow the directions and specifications of ABIOGEN in the analysis,         
|      |  | handling and storage of the PRODUCT, provided all such directions and specifications are consistent    
|      |  | with the Dossier and cGMP, and ABIOGEN shall provide to SAMARITAN all reasonable assistance            
|      |  | in connection therewith as SAMARITAN may reasonably request.                                           
|      |  |                                                                                                        
|      |  | ARTICLE 9                                                                                              
|      |  | COMPENSATION                                                                                           
|      |  |                                                                                                        
|9.1.  |  | For the right to use the Know How , the Trademark and the Dossier in each country of the Territory     
|      |  | subject to the conditions of this Agreement, SAMARITAN shall pay to ABIOGEN an up front                
|      |  | payment of ______________ . This sum shall be paid as follows:                                         
|      |  |                                                                                                        
|9.2.  |  | With respect to the sales of the PRODUCT in each country of the Territory by SAMARITAN the total       
|      |  | net compensation payable to ABIOGEN in respect of supplies of the PRODUCT (inclusive of the            
|      |  | Supply Price) will be of SAMARITAN's Net Sales of the PRODUCT in each country                          
|      |  | of the Territory, as provided by Schedule A.                                                           
|      |  |                                                                                                        
|9.3   |  | At the end of each calendar year, the difference between the agreed percentage according to Article 9.2
|      |  | on the Net Sales of the PRODUCT sold during such calendar year and the sums of Supply Price paid or    
|      |  | payable for the PRODUCT pursuant to Subparagraph 7.3 and utilized in such Net Sales will be            
|      |  | established and, if the agreed percentage is greater, the amounts corresponding to such difference     
|      |  | (hereinafter referred to as "Adjustment") will be paid by SAMARITAN. Inventory on hand and not         
|      |  | utilized in the sales will not be taken into consideration. Calculations will be made by SAMARITAN     
|      |  | and notified to ABIOGEN within thirty (30) working days following the end of the year and subject to   
|      |  | ABIOGEN approval. In case the total net compensation results lower than the sums of Supply Prices      
|      |  | paid or payable by SAMARITAN for the PRODUCT, ABIOGEN shall not be obliged to pay any                  
|      |  | adjustment to SAMARITAN.                                                                               

10

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|9.4   |  | The payment of the Adjustment will be carried out by SAMARITAN within thirty (30) working days          
|----- |  | --------------------------------------------------------------------------------------------------------
|      |  | following the end of each calendar year by bank transfer. Each payment shall be accompanied by a        
|      |  | report in writing showing the period for which said payment is made, the Net Sales of the PRODUCT       
|      |  | during said period and the amount of the Adjustment accrued thereon. Failure by SAMARITAN to pay        
|      |  | the due amount at the due time will entitle ABIOGEN to stop the supply of the PRODUCT until the         
|      |  | payment is made. Adjustment accrued shall be payable to ABIOGEN in Euros and wired to the account       
|      |  | to be specified by ABIOGEN.                                                                             
|      |  |                                                                                                         
|9.5   |  | SAMARITAN shall keep complete and accurate books and records of all sales and calculations upon         
|      |  | which royalties hereunder accrue and those books and records shall be open for inspection for a period  
|      |  | of two (2) years from the end of the calendar year in which such sales took place by a certified public 
|      |  | accountant or private consulting firm selected by ABIOGEN (other than one to whom SAMARITAN             
|      |  | has reasonable objection) who shall, at ABIOGEN's expense, have access to said records during normal    
|      |  | business hours, for the purpose of verifying the Adjustment accrued as herein provided. Such            
|      |  | accountant shall not disclose to ABIOGEN any information relating to the business of SAMARITAN          
|      |  | including the identity of any customers of SAMARITAN other than to indicate whether and to what         
|      |  | extent any reporting by SAMARITAN pursuant to Article 9.5 is inaccurate. SAMARITAN shall be             
|      |  | entitled to require such accountant to execute a reasonable confidentiality agreement prior to providing
|      |  | such accountant with access to its books and records.                                                   
|      |  |                                                                                                         
|9.6.  |  | Where required by law, SAMARITAN shall have the right to withhold applicable taxes from any             
|      |  | payments made by SAMARITAN to ABIOGEN pursuant to this Agreement (whether such obligation               
|      |  | to withhold arises by reason of a re-categorization by the applicable physical authority of the payments
|      |  | made by SAMARITAN to ABIOGEN pursuant hereto or otherwise). However, even if SAMARITAN                  
|      |  | does not withhold taxes from any payment, ABIOGEN remains liable for all such taxes, if the             
|      |  | applicable taxing authority at a later date determines that such liability does exist. SAMARITAN shall  
|      |  | promptly provide ABIOGEN with receipts from the appropriate taxing authorities for all payments of      
|      |  | taxes withheld and paid by SAMARITAN to such authorities on behalf of ABIOGEN as herein                 
|      |  | contemplated.                                                                                           
|      |  |                                                                                                         
|      |  | ARTICLE 10                                                                                              
|      |  | INFORMATIONS AND LITIGATION ABOUT INTELLECTUAL PROPERTY RIGHTS                                          
|      |  |                                                                                                         
|10.1. |  | SAMARITAN shall disclose to ABIOGEN all information received by SAMARITAN concerning the                
|      |  | institution of any opposition, re-examination, reissue, revocation, nullification or any official       
|      |  | proceeding involving the Trademark and the Know-how anywhere in each country of the Territory.          
|      |  |                                                                                                         
|10.2. |  | In the event of the institution of any suit by a third party against ABIOGEN (or its Affiliates),       
|      |  | SAMARITAN or another licensee of ABIOGEN for any infringement involving the manufacture,                
|      |  | use, sale, distribution or marketing of the PRODUCT, Know-how and Trademark anywhere in each            
|      |  | country of the Territory, the party sued shall promptly notify the other party in writing.              
|      |  | SAMARITAN shall have the right to defend any suit brought against it at its own expense (subject to     
|      |  | indemnification hereunder), but shall, at all times, follow any technical considerations of ABIOGEN.    
|      |  | ABIOGEN and SAMARITAN shall assist one another and cooperate in any such litigation at the              
|      |  | request and expense of the requesting party (subject to SAMARITANs rights of indemnification and       
|      |  | reimbursement contemplated below).                                                                      

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|10.3. |  | In the event that ABIOGEN or SAMARITAN becomes aware of actual or threatened infringement of a              
|----- |  | ------------------------------------------------------------------------------------------------------------
|      |  | Trademark in each country the Territory, that party shall promptly notify the other party in writing.       
|      |  | ABIOGEN shall have the exclusive right but not the obligation to bring, at its own expense, any             
|      |  | infringement action against any third party. SAMARITAN agrees to assist ABIOGEN and cooperate               
|      |  | in any such litigation at the request and expense of ABIOGEN.                                               
|      |  |                                                                                                             
|10.4. |  | The parties shall keep one another informed of the status of their respective activities regarding any      
|      |  | litigation or settlement thereof concerning the PRODUCT and/or the Trademark.                               
|      |  |                                                                                                             
|      |  | ARTICLE 11                                                                                                  
|      |  | TERM -TERMINATION                                                                                           
|      |  |                                                                                                             
|11.1. |  | Term: This Agreement will take effect from the date of execution and will continue in force until the       
|      |  | fifth (5th) anniversary of the date of first sale of the last of the PRODUCTs formulation to be            
|      |  | launched by SAMARITAN, in each country of the Territory. This Agreement will thereafter be                  
|      |  | automatically extended for subsequent periods of two (2) years, except if either of the parties gives a     
|      |  | minimum of six (6) months notice prior to the date of expiration of its desire not to extend it. The        
|      |  | notice of intention not to extend the Agreement can also be given partially with reference to each          
|      |  | country of the Territory. Neither party shall be entitled to claim any indemnity or compensation from       
|      |  | the other party as a result of the termination or non-renewal of this Agreement under the provisions of     
|      |  | this section.                                                                                               
|      |  |                                                                                                             
|11.2. |  | Termination:                                                                                                
|      |  | a) Each party may terminate this Agreement totally or partially by a registered letter to the other party:  
|      |  |                                                                                                             
|      |  | (i) in case the other party fails to fulfil any of its obligations under this Agreement and does not correct
|      |  | such default of obligations within sixty (60) days counting from the day on which a registered letter       
|      |  | requiring to correct such default of obligations is received by the other party;                            
|      |  |                                                                                                             
|      |  | (ii) in the case provided by Article 4.2.                                                                   
|      |  |                                                                                                             
|      |  | (b)                                                                                                         
|      |  | registered letter to SAMARITAN with immediate effect in the following cases:                                
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             
|      |  |                                                                                                             

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|(vii)                                                                                                              |  | In case of the bankruptcy or insolvency of SAMARITAN, or in case of the filing by       
|------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------
|                                                                                                                   |  | SAMARITAN of any petition or answer seeking reorganization, readjustment, or            
|                                                                                                                   |  | rearrangement of its business under any law or any government regulation relating to    
|                                                                                                                   |  | bankruptcy or insolvency, or in case of the institution by SAMARITAN of any             
|                                                                                                                   |  | proceedings for the liquidation or winding up of its business, or for the termination of
|                                                                                                                   |  | its corporate charter.                                                                  
|                                                                                                                  
|11.3. Provisions upon early termination: Upon expiration of the term of this Agreement or early termination       
|far any reasons mentioned in article 11.2 SAMARITAN undertakes:                                                   
|                                                                                                                  
|(a) to return to ABIOGEN within thirty (30) days all confidential documents and data of any kind                  
|communicated by ABIOGEN which would concern the PRODUCT and the Combination except                                
|those submitted to the applicable health authorities;                                                             
|                                                                                                                  
|(b) to cease marketing the PRODUCT, than SAMARITAN shall 180 days to sell down its inventory                      
|of the PRODUCT, being firm that SAMARITAN shall pay to ABIOGEN the compensation provided                          
|by this Agreement for such sales;                                                                                 
|                                                                                                                  
|c) to make available to ABIOGEN, free of charge, all data and information relating to the regulatory              
|approval of PRODUCT, upon being so requested by ABIOGEN in writing;                                               
|                                                                                                                  
|d) to transfer, and assist to ABIOGEN in taking all necessary action with the competent authorities in            
|order to transfer to ABIOGEN or its designee, within thirty (30) days from the date of request by                 
|ABIOGEN, any rights, titles, applications, Registration and/or authorizations necessary to sell the               
|PRODUCT in each country of the Territory, subject to SAMARITANs rights under paragraph (b)                       
|above;                                                                                                             |  |                                                                                         
|                                                                                                                  
|e) to interrupt immediately the use of the Trademark, subject to SAMARITANs rights under                         
|paragraph (b) above;                                                                                              
|                                                                                                                  
|f) to consider and treat as strictly confidential and refrain from making use of, during a period of ten          
|(10) years from the date of termination, any information communicated by ABIOGEN as long as the                   
|same has not been made public;                                                                                    
|                                                                                                                  
|g) to interrupt immediately the use of the Know-How.                                                              
|                                                                                                                  
|Termination of this Agreement shall be without prejudice to any other rights or remedies the Party                
|terminating this Agreement may have against the defaulting party arising out of the default in question.          
|                                                                                                                  
|11.4. ABIOGEN shall have the right to receive all payments accrued hereunder prior to the effective date of       
|termination and, subject to its continuing obligations, to keep all payments previously received.                 
|                                                                                                                  
|11.5. Survival: The obligations of the parties set forth in article 3, 6.8., 9.5, 11.3 and 13 hereof shall survive
|the expiration or termination of this Agreement.                                                                  

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|ARTICLE 12                                                                                                         
|-------------------------------------------------------------------------------------------------------------------
|GENERAL PROVISION                                                                                                  
|                                                                                                                   
|12.1.          Independent status of the parties: SAMARITAN and ABIOGEN are independent contractors and            
|neither shall bind or attempt to bind the other to any contract or obligations outside of the license              
|agreement. Nothing contained or done under the Agreement shall be interpreted as constituting either               
|party the agent of the other in any sense of the term whatsoever.                                                  
|                                                                                                                   
|12.2.          Substitution: Abiogen may at any time designate, for the benefit or charge of any of the rights or  
|obligations resulting from this Agreement, any physical person or legal entity. Additionally,                      
|ABIOGEN shall be entitled to, at any time, assign this Agreement to any third party.                               
|                                                                                                                   
|12.3.          This Agreement may not be, directly or indirectly, assigned or transferred, in whole or in part, by 
|SAMARITAN, without the written consent of ABIOGEN.                                                                 
|                                                                                                                   
|12.4.           Compliance with law: Each party shall comply with, and shall not be in violation of any valid      
|applicable international, national, state or local statutes, laws, ordinances, rules, regulations, or other        
|governmental orders of each country of the Territory in which the PRODUCT are either                               
|manufactured or sold which affect the research, purchase, sale, shipment, distribution and storage of              
|the PRODUCT.                                                                                                       
|                                                                                                                   
|12.5.          Force majeure: No party shall be responsible for a failure or delay in performance of any of the    
|obligations hereunder due to force majeure such as wars, insurrections, strikes, acts of God,                      
|Governmental actions or controls or any other contingency beyond the direct control of such party. A               
|party whose performance of obligations has been delayed by force majeure shall use its best efforts to             
|overcome the effect of the force majeure as soon as possible. In these cases, the party affected by the            
|force majeure shall notify immediately to the other party the existence of the force majeure. The other            
|party will have no right to demand indemnity for damage, provided, however, that if the event of                   
|Force Majeure preventing performance shall continue for more than six (6) months, either party may                 
|terminate this Agreement with a written notice to the other without any liability hereunder, except the            
|obligation to make payments due to such date.                                                                      
|                                                                                                                   
|12.6.            Notices and amendments: all notices and communications related to this Agreement shall be hand    
|delivered, or sent via teIefax, courier or by registered air-mail to the other party at its address                
|hereinabove given, and immediately confirmed by registered air-mail (when hand-delivered or sent                   
|by fax or courier).                                                                                                
|                                                                                                                   
|12.7.          This Agreement embodies all of the understandings and obligations between the parties concerning the
|PRODUCT; any amendments and supplements shall not be valid unless executed in writing by duly                      
|authorized officers of both parties.                                                                               
|                                                                                                                   
|12.8.          Waiver: The waiver of relief from any breach or non-fulfillment of any term and condition of this   
|Agreement does not constitute a waiver of any relief from any other breach or non-fulfillment of that              
|or any other term and condition.                                                                                   
|                                                                                                                   
|12.9.          Severability: in the event any portion of this Agreement shall be held illegal, invalid, void or    
|ineffective, the remaining portion hereof shall remain in full force and effect. If any of the terms or            
|provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms           
|or provisions shall be deemed inoperativetothe extent that they may conflict therewith and shall be                
|deemedtobe modified to conform with such statute or rule of law.                                                   

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|ARTICLE 13                          
|------------------------------------
|GOVERNING LAW AND DISPUTE RESOLUTION
|13.1                                
|                                    
|13.2                                
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|14.1                                
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    

15

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