Exhibit 10.1


 


PORTIONS
OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED


SEPARATELY
WITH THE SECRETARY OF THE COMISSION PURSUANT TO AN


APPLICATION
FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE


SECURITIES
EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS


Exclusive
Distribution Agreement


 


Party
A: HPGC Medical Co., Ltd.


Legal
representative: Zhu Weidong


Address:
No. 418 Hayao Road, Daoli District, Harbin, Heilongjiang Province, the People’s Republic of China


 


Party
B: Israel Wize Pharma Ltd.


Legal
representative:


Address:
Hanagar 5 St, Hod HaSharon, Israel.


 


Whereas
Party B has been granted a license with respect to the Products (as defined below) in the Territory (as defined below), and further,
Party A has valuable experience and good reputation in the Territory, and Party B has agreed to appoint Party A as an exclusive
distributor of the Products in the Territory, therefore, the Parties have, based on the principle of voluntary, equality, fairness,
honesty and good faith, through amicable negotiation, agreed as follows:


 


		1.	Definitions
                                         



 


		1.1	“Affiliate”
                                         means any entity that, directly or indirectly through one or more intermediaries, controls,
                                         or is controlled by, or is under common control with, as applicable, a Party. For the
                                         purpose of this definition, “control” means (a) the possession, directly
                                         or indirectly, of the power to direct the management or policies of an entity, whether
                                         through the ownership of voting securities or voting rights or by contract related to
                                         corporate governance; or (b) the ownership, directly or indirectly, of more than fifty
                                         percent (50%) of the voting shares of or other equity interests in such entity.



 






     


     


    

 


		1.2	“Agreement”
                                         means any and all written agreements entered into by and between the Parties, including
                                         this Agreement and all appendices and schedules hereto and any other documents to amend
                                         or supplement this Agreement at any time in the future.



 


		1.3	“Client”
                                         means any end user, drug wholesaler or pharmacy in the Territory.



 


		1.4	“Manufacturer”
                                         means Pharma Stulln GmbH, the manufacturer of the Products, a limited liability company
                                         incorporated in Germany with its registered address at Werksstraße 3, 92551 Stulln,
                                         Germany, or other designated address, or any other third party manufacturer agreed and
                                         appointed by both Parties (on the premise that Party A shall be provided with the due
                                         diligence report of such third party manufacturer).



 


		1.5	“Parties”
                                         mean Party A and Party B collectively.



 


		1.6	“Products”
                                         means LO2A, Lacrycon® formula (in Chinese: Lacrycon® “LO2A”),
                                         in any package or dosage, including Uni-dose and Multi-dose, which are manufactured by
                                         the Manufacturer and of which details are set forth in Clause 3.4 hereof.



 


		1.7	“Territory”
                                         means the mainland of China, excluding Hong Kong, Macau and Taiwan.



 


		1.8	“Person”
                                         means any individual, corporation, partnership, limited partnership, limited liability
                                         partnership, enterprise, limited liability company, business unit, joint stock company,
                                         trust, joint venture company or other similar person or organization.



 


		1.9	“Competitive
                                         Products” means any products of other specifications that use formulation,
                                         or are applied to indication, same to that of the Products.



 


		1.10	“CFDA”
                                         means China Food and Drug Administration



 






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		2.	Exclusive
                                         Distribution Right



 


		2.1	Party
                                         B agrees to grant Party A, and Party A agrees to accept, an exclusive distribution right
                                         with respect to the Products in the Territory during the Term of this Agreement, under
                                         which Party A has the right to, by itself or through any of its Affiliates or any dealer,
                                         distributor, medical institution or any other Person designated by Party A (collectively
                                         as “Party A’s Designated Entity”), sell, offer to sell, store,
                                         disposal, transport, bid for, market and promote and/or advertise, and provide service
                                         for, and conduct any other activities related to, the Products (collectively as “Distribution”).
                                         Party A shall be fully liable for the activities or omissions of any of Party A’s
                                         Designated Entities.



 


		2.2	During
                                         the Term of this Agreement and subject to the terms hereof, without prior written consent
                                         of Party A, Party B shall not, and shall cause the Manufacturer not to (with respect
                                         to Clauses 2.2.1-2.2.3 only) :



 


		2.2.1	directly
                                         license, distribute, sell, transfer or deliver by establishing any other economic entity
                                         or otherwise, the Products to any Person, other than Party A or Party A’s Designated
                                         Entity, in the Territory, for the purpose of distribution;



 


		2.2.2	directly
                                         sell or transfer the Products to Party A’s Designated Entity instead of through
                                         Party A;



 


		2.2.3	appoint
                                         or authorize any Person other than Party A or Party A’s Designated Entity to distribute
                                         the Products in the Territory; or



 


		2.2.4	conduct
                                         any activities in connection with any of the Distribution as set forth above with respect
                                         to the Competitive Products in the Territory.



 


		2.3	During
                                         the Term of this Agreement, Party A shall not engage in the Distribution of the Products
                                         out of the Territory, nor shall it conduct any activities in connection with any of the
                                         manufacture or Distribution as set forth herein with respect to the Competitive Products
                                         as importer or manufacturer. Nothing herein shall prevent Party A from acting as wholesaler
                                         to Competitive Products.



 


		3.	Product
                                         Information



 


		3.1	Country
                                         of origin: Place of Manufacturer as set forth in Clause ‎1.4.



 


		3.2	Manufacturer:
                                         As set forth in Clause ‎1.4.



 






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		3.3	Indication:
                                         As set forth in the CTD file which shall include Dry eye, conjunctivochalasis, sjogren’s
                                         syndrome indication.



 


		3.4	Size
                                         and Packing:



 


Packaging
may include the following:


 


		3.4.1	Uni-dose
                                         Product: 0.65ml/bottle, 30 bottles/box, and 36 packs/box.



 


		3.4.2	Multi-dose
                                         Product: 10 ml/bottle, 1 bottles/box, and 72 packs/box.



 


		4.	Other
                                         Rights and Obligations of Party A



 


		4.1	Party
                                         B shall, extend reasonable efforts to assist Party A in completing clinical trials. All
                                         necessary regulatory approvals, registration procedures, licenses, and permits and authorizations
                                         (including import approvals) required for the marketing, importation, sale and service
                                         of the, Products in the Territory, including without limitation, obtaining an approval
                                         on registration for the Products issued by CFDA, and paying fees for registration and
                                         clinical trial in accordance with the registration procedures and estimated schedule
                                         set forth in Appendix 2, shall be the responsibility of Party A, and Party A shall ensure
                                         that the same is maintained throughout the Term. Upon reasonable request by Party B,
                                         Party A shall provide Party B with information about the registration progress of the
                                         Products and copies of such regulatory approvals once received. In the event of termination
                                         for any reason of this Agreement, all such regulatory approvals shall immediately be
                                         transferred and assigned to Party B or any designee on Party B’s behalf.



 


		4.2	The
                                         Parties shall mutually agree on final decisions on, packaging design of the Products
                                         to be distributed in the Territory. Lacrycon® shall be displayed on package of the
                                         minimum selling unit (pack). For the purpose of this Clause, to the extent permitted
                                         by applicable laws, Party A and Party A’s Designated Entity shall have the right
                                         to print on any promotion or bidding materials in connection with the Products any trademark,
                                         trade name or logo of Party A, Party B, the Manufacturer, Party A’s Designated
                                         Entity or any third party.



 


		4.3	If
                                         Party A intends to engage in sub-packaging or production of the Products in the Territory,
                                         it shall enter into a separate agreement, terms and conditions to be agreed with Party
                                         B, to set forth matters, including without limitation, sub-packaging, production, license,
                                         pricing, etc.



 






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		4.4	Party
                                         A and Party A’s Designated Entity shall be liable to promote the Products in the
                                         Territory and to take part in determination of price and pricing strategies with respect
                                         to the Products under any bidding procedures. Party B shall use its best endeavor to
                                         provide Party A with all support necessary for any bidding with respect to the Products,
                                         including but not limited to provision of applicable technical documents.



 


		4.5	Party
                                         A has the right to conduct audit on Party B, each year during the Term of this Agreement
                                         subject to prior notice of at least thirty (30) days and after coordinating such audit
                                         with Party B during normal working hours. Such audit shall be limited to aspects relevant
                                         to the distribution and quality control of the Products under the terms of this Agreement
                                         only, including but not limited to, basic information of related Persons, production
                                         and, management team and governance structure, main relevant financial data and analysis,
                                         operational risks analysis and solutions. Such audit shall be at the cost of Party A.
                                         Party B shall, or shall be responsible to coordinate with the Manufacturer or their respective
                                         related Persons to, assist Party A with the audit. Party B shall have the right to inspect
                                         Party A’s facilities during regular business hours in order to inter alia check
                                         regulatory compliance.



 


		4.6	Party
                                         A shall have the obligation and responsibility to protect the image and reputation of
                                         the Products and their trademark.



 


		4.7	Upon
                                         the occurrence of any of the following circumstances in the Territory, Party A shall,
                                         within ten (10) working days, notify Party B of, and Party B shall, within ten (10) working
                                         days from receipt of notice from Party A, follow up and do its utmost to solve, the circumstance,
                                         and, Party B shall immediately designate applicable staff to solve the circumstance if
                                         it is serious:



 


		4.7.1	A
                                         Client of Party A has made negative comments on or complains about the Products, determined
                                         by Party A to be reasonably justifiable including those on the quality, conditions, package
                                         and other respects of or defects in the Products; and



 


		4.7.2	A
                                         Client has suffered adverse reaction by using the Products.



 


		4.8	In
                                         case of any recall of the Products as set forth in Clause ‎5.11 of this Agreement,
                                         Party A shall offer Party B necessary assistance by coordinating the carrying-out and
                                         facilitating of the recall of the Products.



 






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		5.	Other
                                         Rights and Obligations of Party B



 


		5.1	Party
                                         B shall extend best efforts to obtain, before[***], applicable approvals for the Uni-dose
                                         Products with respect to sjogren’s syndrome indication in Hungary, and provide
                                         Party A with applicable certificate documents with respect to dry eyes, conjunctivochalasis,
                                         sjogren’s syndrome indication. In the event that Party B is only available to provide
                                         Party A with applicable certificate documents with respect to two of the above three
                                         indications, Party B shall pay the compensation equivalent to [***]% of the ordering
                                         amount of the Products of the corresponding year to Party A.



 


		5.2	Before[***],
                                         Party B shall extend best efforts to obtain a valid patent registration for the Uni-dose
                                         Products and the Multi-dose Products with respect to, including but not limited to, dry
                                         eyes, conjunctivochalasis, sjogren’s syndrome indication in the Territory.



 


		5.3	Before[***],
                                         Party B shall use its best endeavor to obtain a marketing approval for the Uni-dose Products
                                         and Multi-dose Products in Hungary, the products of which shall cover the following indications:
                                         dry eyes, conjunctivochalasis, sjogren’s syndrome indication. Party B shall provide
                                         Party A with applicable certificate documents immediately after it has obtained registration
                                         documents.



 


		5.4	Party
                                         B shall, upon CFDA’s request, provide Party A with available documents and other
                                         assistance and supports necessary for application for registration of the Products, so
                                         that the Products will be registered in China in accordance with the registration schedule
                                         as set forth in Appendix 2.



 






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		5.5	In
                                         case of the Uni-dosed Products, within thirty (30) days upon the execution of this Agreement,
                                         or in case of the Multi-dosed Products and the Products for any new indication, within
                                         thirty (30) days after Party B has obtained applicable approval documents, Party B shall
                                         extend best efforts to provide Party A with all available registration documents and
                                         technical support necessary for Party A to apply to CDFA for clinical trials and obtaining
                                         import drug license; if Party A is required to conduct any additional experimental research
                                         to complete the registration of Products due to the quality, completeness or other reasons
                                         of any registration documents provided by Party B, Party B shall provide relevant research
                                         materials and bear the cost of registration (up to USD[***]) and provide the necessary
                                         Products for additional experiments. Party B shall engage professionals to support Party
                                         A throughout the registration in the Territory, so that the Products will be registered
                                         in accordance with the registration schedule set forth in Appendix 2, including but not
                                         limited to:



 


		a)	certificate
                                         documents (including patent specifications)



 


		b)	pharmaceutical
                                         research materials



 


		c)	non-clinical
                                         research materials



 


		d)	clinical
                                         trial materials



 


		e)	drug
                                         standards and drafting notes



 


		f)	source
                                         of and quality standard for bulk drug substance and excipients



 


		g)	selection
                                         basis and quality standard for packaging materials and container that directly contact
                                         drugs



 


		5.6	Party
                                         B shall ensure that the Manufacturer shall produce the Products in compliance with any
                                         applicable law, registration documents of, and quality and specification requirements
                                         of the Products.



 


		5.7	Party
                                         B shall be ready for, and cause the Manufacturer to deliver, the Products in accordance
                                         with the ordering quantity commitment of the Products agreed upon by the Parties hereunder
                                         including according to agreed lead time and other agreed terms as shall be set forth
                                         in a Purchase Order (as defined below), ensuring that the supply of the Products will
                                         not be interrupted during the Term of this Agreement.



 


		5.8	Party
                                         B shall ensure that it has in place a valid and binding agreement with the Manufacturer
                                         for the manufacture of the Products so that it may fulfill its obligations under this
                                         Agreement, and that it holds the licensed rights in connection with the Products, which
                                         are valid, enforceable and legally binding.



 






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		5.9	Party
                                         B shall undertake that the Products delivered to Party A and accepted by Party A under
                                         this Agreement are free of quality problems (including but not limited to in compliance
                                         with ex-factory standards for the Products) and take responsibility for the quality of
                                         the Products at the time of delivery to Party A. Party A shall visually check and accept
                                         the quantity of Products at Dalian Port and inform Party B within forty-eight (48) hours.
                                         Within seven (7) working days after the visually check and quantity acceptance of Products
                                         at Dalian Port, , Party A has the right to deliver the Products to designated warehouses
                                         and conduct random sampling inspections at designated warehouses. If Party A finds any
                                         damage to, defect in or shortage of the Products, Party A may, within forty-eight (48)
                                         hours after discovering such damage, defect or shortage, notify Party B in writing (including
                                         but not limited to fax, email, etc.) of the same, and such damage, defect or shortage
                                         shall be solved in accordance with applicable refund and exchange rules jointly formulated
                                         by the Parties.



 


		5.10	Party
                                         B shall be responsible for, and appoint staff to perform, after-sale services for the
                                         Products during normal working hours in Israel. In respect of product quality problems
                                         with documented evidence, Party B shall cooperate and reasonably assist Party A in solving
                                         issues in connection therewith, failing which Party B shall be liable for all consequences
                                         arising thereout.



 


		5.11	During
                                         or after any of the following conditions, Party B may, if necessary, stop selling the
                                         Products in the Territory at any time during the Term of this Agreement, and Party A
                                         shall, and cause Party A’s Designated Entity to, cooperate with Party B in recalling
                                         the Products in the Territory in accordance with a notice from Party B: (a) any applicable
                                         competent authority has required Party B stopping selling the Products in the Territory;
                                         (b) Party B has stopped selling the Products in the Territory for safety reason; or (c)
                                         the Products shall be recalled as required under applicable laws.



 


		5.12	Party
                                         B shall, cause the Manufacturer to produce, and deliver to Party A up to [***] samples
                                         in Uni-dose. Party B shall bear the cost of such samples (including goods and shipping
                                         cost).



 


		5.13	Party
                                         A shall provide a logo approved by the relevant authorities for Party B to have placed
                                         on the Products in Chinese in compliance with the Drug Administration Law of the People’s
                                         Republic of China. All liability for compliance in connection with the logo shall
                                         be borne by Party A.



 






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		5.14	Party
                                         B shall have the right to inspect Party A’s facilities during normal business hours
                                         to check compliance with regulations and other matters.



 


		5.15	For
                                         the first three (3) years, Party B shall provide Party A with support with respect to
                                         exhibition, promotion conference, academic marketing or otherwise which shall be no less
                                         than ten (10) times per year and no less than one (1) week per time, including but not
                                         limited to providing staff, materials and so on. Expert consultant fees and round-trip
                                         ticket costs shall be borne by Party B. Accommodation fees and transportation fees within
                                         the Territory shall be borne by Party A.



 


		5.16	Party
                                         B shall provide Party A a fourteen (14) days right of first refusal, subject to the same
                                         terms and conditions officially proposed by any third party to purchase the assets of
                                         Party B and/or the Manufacturer only in case that such third party is a competitor of
                                         Party A or, in case that such third party did not confirm in writing that it would abide
                                         by the terms and conditions signed between Party A and Party B herein. In the event that
                                         there is a material change of Party B or the Manufacturer, Party B shall ensure the effectiveness
                                         of this Agreement and ensure that the Products are provided to Party A in a timely manner.
                                         (see Clause 14.9)



 


		6.	Joint
                                         Review Committee



 


		6.1	Within
                                         forty-five (45) working days upon the effectiveness of this Agreement, the Parties shall
                                         set up a joint review committee (“Joint Committee”). The Joint Committee
                                         is composed of six (6) members, where each Party shall nominate three (3) members, each
                                         of whom shall be the director of either Party. Each of Party A and Party B shall appoint
                                         one person to be the joint chairman of the Joint Committee, who shall be a director of
                                         either Party.



 


		6.2	The
                                         Joint Committee shall be responsible to supervise the implementation of this Agreement,
                                         and discuss about and decide on all matters as agreed upon by the Parties.



 


		6.3	The
                                         Joint Committee shall hold its first meeting within forty-five (45) working days upon
                                         the effectiveness of this Agreement. Then, the Joint Committee shall hold a meeting before
                                         or on the fifth (5th) working days of each calendar quarter or as requested
                                         by either joint chairman. The meeting may be held by means of teleconference or video
                                         and telephone conference. Each Party shall cause a representative to attend the meeting
                                         in a reasonable way. If a representative of either Party is unable to attend the meeting,
                                         such Party may appoint a person having equivalent experience and authorization to attend
                                         the meeting.



 






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		6.4	If
                                         the Joint Committee fails to reach an agreement on a certain matter, the chairman or
                                         the chief executive officer of each Party shall meet to discuss about the same without
                                         delay. If the chairmen or the chief executive officers of the Parties fail to reach an
                                         agreement on such matter, the Parties may resolve the matter in accordance with the provisions
                                         regarding dispute resolution under this Agreement.



 


		6.5	Each
                                         Party may change any members nominated by it to the Joint Committee depending on the
                                         implementation of this Agreement.



 


		7.	Representations
                                         and Warranties



 


		7.1	Party
                                         A represents, warrants and undertakes to Party B that, as of the effective date of, and
                                         during the Term of, this Agreement:



 


		7.1.1	Party
                                         A has the full power, authority and qualification and has taken all actions necessary
                                         to enter into, deliver and perform this Agreement. This Agreement shall, upon execution,
                                         become legal, valid and duly enforceable to and binding on Party A;



 


		7.1.2	No
                                         performance by Party A of any its obligation to Party B under this Agreement will result
                                         in any violation of or conflict with any obligations or undertakes of Party A to a third
                                         party or infringe upon any rights of a third party;



 


		7.1.3	Party
                                         A will perform its obligations under this Agreement in compliance with all applicable
                                         laws and regulations;



 


		7.1.4	Party
                                         A has obtained or will obtain and maintain all regulatory approvals, registration and
                                         permits necessary to conduct the business contemplated hereby.



 






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		7.2	Party
                                         A agrees and covenants :



 


		7.2.1	to
                                         conduct the sale of the Products in an orderly and businesslike manner in order to protect
                                         the image and reputation of Party B, the Products and the trademark Lacrycon® (and
                                         such other trademarks as Party B may use from time to time in connection with the Product),
                                         and to maintain adequate stocks of the Product to meet Customers’ demands;



 


		7.2.2	to
                                         notify Party B immediately of: (i) all adverse comments or complaints by Party A’s
                                         Customers regarding the Product, including comments regarding the Product’ quality,
                                         condition, packaging, or any other attributes or defects, (ii) all adverse events and
                                         adverse reactions that may be attributable to a Customer’s use of the Product,
                                         whether or not Party A can confirm that the event is actually associated with the Product,
                                         and whether or not Party A can confirm that the event was due to improper dosing or other
                                         negligence on the part of the Customer (end-user); and (iii) all results of clinical
                                         studies and any adverse results or facts arising therefrom or in connection therewith;



 


		7.2.3	to
                                         comply in its business conduct with, and bear any and all costs associated with the compliance
                                         with, all laws and other legal and regulatory requirements applicable from time to time
                                         to the business of the marketing, sale, and service of the Product in the Territory;



 


		7.2.4	to
                                         store properly and deliver the Product, and cause the Product to be properly stored and
                                         delivered, in accordance with industry best practices and the instructions given by Party
                                         B from time to time. Party A shall sell the Product on a first in first out basis unless
                                         otherwise directed by Party B;



 


		7.2.5	not
                                         to issue any warranties, guarantees or licenses with respect to the Product that purport
                                         to obligate Party B to any person or entity other than the applicable warranties or license
                                         for Products expressly set forth herein;



 






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		7.2.6	to
                                         promptly comply with such guidance and/or instruction as may be provided to the Party
                                         A by Party B from time to time and to consult with Party B immediately in respect of
                                         any complaint, investigation, enquiry or like matter (whether by a governmental body,
                                         agency or otherwise) which might adversely affect the Product’s brand, reputation
                                         or image or the ability of the Party A to perform its obligations under this Agreement;



 


		7.2.7	in
                                         the event that Party B decides in its sole discretion or is required by the government
                                         in the Territory with solid evidence to the quality defects of the Products to recall
                                         Products sold in the Territory or to conduct a similar remedial or preventive action,
                                         for any reason (including for the purposes of effecting Product modifications for safety,
                                         regulatory, health or other purposes or to meet the requirements of any national or supra-national
                                         government or regulatory body or authority), whether before or after the termination
                                         or expiry of this Agreement, Party A , fully co-operate with Party B in organizing and
                                         carrying out such recall promptly and effectively. Costs and expenses of such recall,
                                         if any, shall be borne by Party B; and



 


		7.2.8	Party
                                         A, including its officers, directors, employees and dealers, shall use only legitimate
                                         and ethical business practices in the activities contemplated by this Agreement and will
                                         not pay, offer, or authorize payment, directly or indirectly, to any person, entity,
                                         organization, or government, in the activities hereunder. Party A shall comply fully
                                         with all laws applying to the sale and distribution of the Product, including all anti-corruption
                                         laws and laws prohibiting the payment of commercial or private bribes.



 


		7.3	Party
                                         B represents, warrants and undertakes to Party A that, as of the effective date of, and
                                         during the Term of, this Agreement:



 


		7.3.1	Party
                                         B has the full power, authority and qualification and has taken all actions necessary
                                         to enter into, deliver and perform this Agreement. This Agreement shall, upon execution,
                                         become legal, valid and duly enforceable to and binding on Party B;



 






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		7.3.2	All
                                         authorization, regulations, licenses, registration and performance in connection with
                                         this Agreement are valid, enforceable and legally binding;



 


		7.3.3	No
                                         performance by Party B of any its obligation to Party A under this Agreement will result
                                         in any violation of or conflict with any obligations or undertakes of Party B to a third
                                         party or infringe upon any rights of a third party;



 


		7.3.4	To
                                         the knowledge of Party B, the Product IP will not infringe upon legal rights of a third
                                         party, including but not limited to intellectual property rights;



 


		7.3.5	To
                                         the knowledge of Party B, there is no circumstance or obstacle that will prevent Party
                                         B from performing any of its obligations under this Agreement or restrict or interfere
                                         with Party B in the performance of this Agreement.



 


		8.	Product
                                         Price and Quantity 



 


		8.1	During
                                         the Distribution Period under this Agreement, unless otherwise set forth in an order
                                         confirmed by the Parties, the Parties agree that the product price shall be the cost,
                                         insurance and freight to Dalian, including product costs, insurance premium and freight,
                                         i.e. CIF Dalian (Incoterms 2010). Unit price of every Product payable by Party A to Party
                                         B is set forth in Appendix 1. For the purpose of this Agreement, “Distribution
                                         Period” means, with respect to every Product, a period that commences on the
                                         date on which all permits and approvals necessary for the Distribution of such Product
                                         in the Territory, including but not limited to an imported drug registration certificate
                                         issued by CFDA, and ends on the date on which the Term of this Agreement expires.



 






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		8.2	The
                                         Parties have agreed upon, on the whole, the annual binding ordering quantity of the Products
                                         during the Distribution Period as set forth in Appendix 1, provided that the definite
                                         ordering quantity of the Products shall be subject to any order contract and purchase
                                         order actually delivered by Party A to Party B and the unit price of the Product shall
                                         be subject to Appendix 1. Party A shall ensure to meet the binding ordering quantity
                                         of the Products for the first year and the second year as set forth in Appendix 1. The
                                         binding ordering quantity of the Products for the third year to the fifth year is the
                                         maximum ordering quantity, and Party B agrees that the actual ordering quantity of the
                                         Products may be reduced by up to [***]% on the maximum ordering quantity of that year,
                                         which reduction shall not be deemed as a breach of this Agreement. If, in a given year,
                                         the ordering quantity exceeds in aggregate the ordering quantity commitment of that year,
                                         Party B shall do its commercially reasonable efforts to perform at least [***]% of the
                                         ordering quantity in excess. If the Distribution of the Products is affected by government
                                         official change of policy related to the Product, the Parties shall discuss in good faith
                                         to determine a new estimated annual ordering quantity of the Products.



 


		8.3	Subject
                                         to registration of the Multi-dose Products in the Territory, during the first year and
                                         the second year of the Distribution Period, as long as the total annual ordering amount
                                         of the Products remains unchanged, Party A shall have the right to exchange the binding
                                         ordering quantity of the Uni-dose Products with that of the Multi-dose Products, or vice
                                         versa, provided that the percentage of the amount so exchanged shall not exceed [***]%
                                         of the ordering amount of the original size.



 


		8.4	During
                                         the Distribution Period, Party B will provide Party A with, free of charge, the Products
                                         (including the Uni-dose Products and the Multi-dose Products) in accordance with the
                                         following:



 


		8.4.1	For
                                         the first year: no free merchandize;



 


		8.4.2	For
                                         the second year and third year: if the quantity of the Products ordered by Party A exceeds
                                         the minimum ordering quantity of that year, Party B will provide free merchandise in
                                         a quantity equivalent to [**]% of the ordering amount of the Uni-dose Products in the
                                         last year;



 


		8.4.3	For
                                         the fourth year and fifth year: (a) if the quantity of the Products ordered by Party
                                         A exceeds the minimum ordering quantity of that year but is less than the maximum ordering
                                         quantity of that year, Party B will provide free of charge the Uni-dosed Products in
                                         a quantity equivalent to [***]% of the ordering amount of the Products in the last year;
                                         (b) if the quantity of the Products ordered by Party A exceeds the maximum ordering quantity
                                         of that year, Party B will provide free of charge the Uni-dosed Products in a quantity
                                         equivalent to [***]% of the ordering amount of the Products in the last year.



 






    14


     


    

 


If
Party A is entitled to the foregoing, it shall inform Party B of the definite quantity of the Products to be provided by Party
B free of charge and Party B shall prepare and deliver such Products within three (3) months after it has been informed by Party
A of the same. All of the Products that are provided free of charge will be provided in the form of Uni-dose Products, no matter
whether for the Multi-dose Products or the Uni-dose Products (based on price in US$).


 


		8.5	If
                                         the Multi-dose Products fail to be registered in the Territory due to any reason attributable
                                         to Party B, Party A may cancel any orders of the Multi-dose Products, and the binding
                                         ordering quantity of the Multi-dose Products set forth in Appendix 1-1 shall not apply,
                                         and the Parties will comply with the binding ordering quantity of the Uni-dose Products
                                         set forth in Appendix 1-2 only. Further, Party B shall provide Party A with the Uni-dose
                                         Products free of charge in an amount equivalent to [***]% of the ordering amount of the
                                         Uni-dose Products in the last year. Such Free merchandise will be applicable throughout
                                         the Distribution Period under this Agreement.



 


		9.	Order,
                                         Inspection and Acceptance, Delivery and Payment 



 


		9.1	During
                                         the Distribution Period, Party B shall produce and deliver the Products in accordance
                                         with purchase orders placed by Party A (each a “Purchase Order”).
                                         Party A shall place a non-cancellable, non-returnable purchase order for units of Products
                                         (___ Products per unit). Party B shall confirm in writing (or by email or by fax), after
                                         its receipt of an order from Party A. If Party B fails to confirm in writing with Party
                                         A within ten (10) working days after its receipt of an order from Party A, it shall be
                                         deemed that Party B has rejected such order. If Party B fails to supply the Products
                                         in accordance with any order placed by Party A, and in accordance with the terms set
                                         forth in the herein and within the Purchase Order, Party B shall take any one or more
                                         of the following remedy measures: (a) if Party B fails to supply the Products in accordance
                                         with any order placed by Party A for first one (1) month there shall be no penalty imposed
                                         on Party B; (b) if Party B fails to supply the Products in accordance with any order
                                         placed by Party A for a period of for more than one (1) month but less than two (2) months,
                                         Party B shall pay Party A [***]% of the amount of such Purchase Order as compensation;
                                         (c) if Party B fails to supply the Products in accordance with any order placed by Party
                                         A for a period of for more than two (2) months but less than three (3) months, Party
                                         B shall pay Party A [***]% of the amount of such Purchase Order as compensation; (d)
                                         if Party B fails to supply the Products in accordance with any order placed by Party
                                         A for more than three (3) consecutive months, Party A shall have the right to unilaterally
                                         terminate this Agreement (except for force majeure).



 






    15


     


    

 


		9.2	When
                                         Party A has placed an order, Party B shall deliver the Products within two hundred and
                                         ten (210) days (for completion of manufacture of initial order) after the day on which
                                         it has received the first order from Party A and thereafter for each order within one
                                         hundred and twenty (120) days to one hundred and fifty (150) days after the day on which
                                         it has received the order from Party A. For the purpose of this Clause, the number of
                                         days shall include those for shipping and count up to the day on which the Products arrive
                                         at the port of Dalian. All the Products shall be delivered in Dalian, except for expedited
                                         delivery which will be delivered in coordination with Party A (Party B shall bear the
                                         cost of such expedited delivery).



 


		9.3	Party
                                         B shall send to Party A customs clearance documents as required by Party A within five
                                         (5) to ten (10) working days after shipping of the Products. Party B shall ensure that,
                                         upon the delivery, the remaining validity period of the Products shall be no less than
                                         five-sixths of the total original validity period of the Products. Party B shall pay
                                         Party A late fees at a rate of 0.1% of the price set forth in the applicable order for
                                         every one (1) month the delivery is delayed. If Party B delays delivery for a period
                                         of more than three (3) months, the applicable order shall be terminated, and Party B
                                         shall indemnify Party A for all losses suffered under such order.



 


		9.4	Party
                                         B shall, upon the delivery of the Products to the delivery point set forth in the applicable
                                         order, issue a Confirmation of Delivery to Party A, together with information related
                                         to the Products delivered, including but not limited to size and quantity of the Products.
                                         On the delivery date, Party A’s staff shall confirm the size, quantity and quality
                                         of the Products ordered, and then sign or sealed on the Confirmation of Delivery, in
                                         which case it shall be deemed that Party A has confirmed that it has received and accepted
                                         the Products set forth in the Confirmation of Delivery, provided that any rights of Party
                                         A under Clause 5.9 shall not be affected thereby. All risks of destruction, damage or
                                         loss of the Products shall pass to Party A on the day on which the Products are delivered
                                         to Party A by Party B.



 






    16


     


    

 


		9.5	Payment
                                         for orders shall be made in accordance with the following mechanism. Partial shipment
                                         of ordered Products is allowed. Within ten (10) days after confirmation of the Purchase
                                         Order by Party B, an amount equal to [***]% of the total payment for the full order shall
                                         be paid to Party B by means of remittance of immediately available funds into the bank
                                         account designated by Party B and such amount shall be deducted from the final shipment
                                         delivery of the full order. All of the shipments and inspection in respect of Products
                                         shall be completed within seven (7) working days as of delivery to Dalian port. After
                                         Party A conducts inspection upon and accepts the Products at the designated warehouse,
                                         and no later than nine (9) working days as of delivery to Dalian port, an amount equal
                                         to [***]% of the total payment for the full order or for each shipment, as the case may
                                         be, shall be paid to Party B by irrevocable transferable letter of credit.



 


		9.6	Unless
                                         otherwise set forth herein, each Party shall bear its own legal fees and expenses and
                                         all other fees, costs and taxes incurred in connection with negotiation, preparation,
                                         execution and delivery of this Agreement.



 


		9.7	The
                                         terms and conditions of this Agreement shall apply to all Purchase Orders submitted to
                                         Party B by Party A.



 


		10.	Intellectual
                                         Property Rights 



 


		10.1	Unless
                                         otherwise set forth herein, any and all intellectual property rights in the Products
                                         (“Product IP”, including but not limited to Lacrycon® brand, name,
                                         specific trademark right, patent and trade secret, whether registered or applied for
                                         registration in the Territory) shall be owned by Dr. Shabtay Dikstein (“IP Holders”).



 






    17


     


    

 


		10.2	Subject
                                         to the terms of this Agreement, Party B hereby grants Party A and Party A’s Designated
                                         Entity an exclusive, non-transferable and royalty-free license with respect to the Product
                                         IP, solely to enable Party A and Party A’s Designated Entity to engage in the Distribution
                                         of the Products in the Territory.



 


		10.3	Party
                                         B hereby represents and warrants that, prior to the execution of this Agreement, it has
                                         been granted a license with respect to the Product IP owned by the IP Holders and that
                                         each of the IP Holders has consented that Party B may further grant a license with respect
                                         to the Product IP to Party A and Party A’s Designated Entity for the purpose of
                                         the Distribution of the Products in the Territory.



 


		10.4	The
                                         Parties agree that Party A shall first use Lacrycon® trademark and 哈药®
                                         trademark to sell the Products in the Territory. Party A shall have the right to use
                                         literal logo and trade logo of Party B, the Manufacturer and related persons in its documents,
                                         advertisement, promotional materials and website for the purpose of promotion of the
                                         Products, provided that Party A shall indicate that it has been authorized by related
                                         persons.



 


		10.5	In
                                         the event that this Agreement expires or is early terminated, any license with respect
                                         to the Product IP granted under this Clause 10 shall terminate automatically.



 


		10.6	Any
                                         academic research and/or development or engineering or use of LO2A or the Product IP
                                         for any use other than distribution under this Agreement is not subject to the prior
                                         consent of Party B. The ownership of any improved technology in relation to, derived
                                         from or based upon LO2A shall belong to the IP Holders. No publication shall be made
                                         by Party A related to LO2A research without prior written consent of the inventor.



 


		10.7	If
                                         Party A finds that any information about the Product IP or any part thereof licensed
                                         under this Agreement is used on any fake or imitation goods and any other materials,
                                         Party A shall notify Party B as soon as it becomes aware of the same.



 


		10.8	Party
                                         A shall not initiate any trademark proceedings without Party B’s prior written
                                         consent.



 






    18


     


    

 


		11.	Confidential
                                         Information



 


		11.1	By
                                         either Party (the “Disclosing Party”) acknowledging its relationship
                                         with the other Party (the “Receiving Party”) in accordance with this
                                         Agreement, the Receiving Party will obtain information including, without limitation,
                                         specific information and materials of the Disclosing Party, including but not limited
                                         to the business plan, strategies, work plan, methodology, and/or the information and
                                         materials relating to the customers, technology or products of the Disclosing Party.
                                         Considering such materials, including but not limited to the type of the product defect
                                         detected, frequency of certain defects in the Products and consumer information, are
                                         of significant value to the Disclosing Party, the interests of the Disclosing Party will
                                         be damaged if the Receiving Party divulges such information to any third party, and all
                                         such information shall be deemed as the “Confidential Information”. Therefore,
                                         the Receiving Party shall take all reasonable precautions to protect the confidentiality
                                         of the Confidential Information. The Receiving Party agrees that, the Disclosing Party
                                         has the right to prohibit the unauthorized use or disclosure of any Confidential Information
                                         which actually or has threatened the Disclosing Party.



 


		11.2	The
                                         Receiving Party shall take every reasonable precaution to protect the confidentiality
                                         of Confidential Information and shall ensure its employees and who need to know Confidential
                                         Information are bound by appropriately strict confidentiality undertakings.



 


		11.3	The
                                         Receiving Party agrees not to obtain benefits for any third party in any way by using
                                         the Confidential Information, or to disclose the Confidential Information to any third
                                         party (except where the employees of the Receiving Party need to know such Confidential
                                         Information; provided that non-disclosure agreement shall be executed with such employees
                                         in order to ensure the confidentiality of the information).



 


		11.4	The
                                         information shall not be deemed as Confidential Information if it falls into any one
                                         or more of the following categories:



 


		11.4.1	the
                                         information which has become published or public knowledge other than due to the breach
                                         of the Receiving Party;



 






    19


     


    

 


		11.4.2	the
                                         Confidential Information used by the Receiving Party, which is independent information.



 


		11.4.3	the
                                         information which has been known to the Receiving Party prior to receipt of the Confidential
                                         Information;



 


		11.4.4	the
                                         information which is obtained by the Receiving Party lawfully without duty of confidentiality
                                         with respect thereto.



 


		11.5	The
                                         Receiving Party shall not publicly announce or publish the existence of this Agreement
                                         without prior written consent of the Disclosing Party, unless such information is required
                                         to be made public pursuant to applicable laws or the requirements of competent government
                                         authorities or the stock exchange. In such case, the Receiving Party shall notify the
                                         Disclosing Party immediately, and the Disclosing Party will use appropriate legal means
                                         to protect the confidentiality of the information if possible.



 


		11.6	Upon
                                         expiry or termination of this Agreement, the Receiving Party agrees to return the Confidential
                                         Information of the Disclosing Party or destroy the Confidential Information in the manner
                                         selected by the Disclosing Party.



 


		12.	Limitation
                                         on Liability; Insurance



 


		12.1	PARTY
                                         B’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL
                                         THEORY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, PARTY B’S GROSS NEGLIGENCE, STRICT
                                         LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE ANNUAL NET SALES OF THE PARTICULAR
                                         PRODUCT(S) SOLD TO PARTY A HEREUNDER IN THE APPLICABLE YEAR. PARTY A’S SOLE REMEDY
                                         IS TO REQUEST FROM PARTY B, AT PARTY B’S OPTION, TO EITHER REFUND THE RESPECTIVE
                                         SUPPLY PRICE OR REPAIR OR REPLACE THE PRODUCT(S) THAT IS NOT AS WARRANTED. IN NO EVENT
                                         AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION FOR BREACH OF WARRANTY, BREACH
                                         OF CONTRACT, NEGLIGENCE OR OTHERWISE WILL PARTY B BE LIABLE FOR SPECIAL, INCIDENTAL,
                                         INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS
                                         OR REVENUES, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DAMAGE
                                         TO BUSINESS OR REPUTATION, DOWNTIME COSTS OR CLAIMS OF CUSTOMERS OR PARTY A FOR SUCH
                                         DAMAGES, WHETHER OR NOT PARTY B SHALL HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH
                                         LOSS TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.



 






    20


     


    

 


		12.2	If
                                         either Party breaches any provision of this Agreement, the non-breaching Party may send
                                         a written notice to the breaching Party, requiring the breaching Party to remedy the
                                         breach. The breaching Party shall remedy the breach and indemnify the non-breaching Party
                                         for the relevant losses suffered as a result thereof within thirty (30) working days
                                         after receipt of the electronic and/or written notice from the non-breaching Party, failing
                                         which the non-breaching Party has the right to terminate this Agreement.



 


		12.3	For
                                         the purpose of this Clause 12, the circumstances where Party A may claim for damages
                                         shall include but not limited to:



 


		12.3.1	If
                                         Party A distributes the Products by using the intellectual property rights in the Products
                                         in accordance with this Agreement, and thus infringes upon the legitimate rights and
                                         interests of any third party (including but not limited to the holder of the intellectual
                                         property right in the Products), which causes losses to Party A, Party A has the right
                                         to pursue the corresponding liabilities against Party B and claim damages from Party
                                         B;



 


		12.3.2	If
                                         the percent defective (result of manufacture) of the Products delivered by Party B for
                                         each purchase order is lower than [***]%, such defective Products shall be officially
                                         certified as proven to be defective and stored by Party A, and Party B shall deliver
                                         replenishment of the corresponding quantity when the next purchase order is delivered;
                                         if the percent defective of the Products delivered by Party B for each purchase order
                                         is to or higher than [***]%, Party B shall deliver replenishment of up to two times the
                                         corresponding quantity when the next purchase order is delivered.



 






    21


     


    

 


		12.4	During
                                         the term of this Agreement, Party A shall discretionally decide to obtain and maintain
                                         mandatory, adequate and sufficient insurance required by its business operations and
                                         in line with industry practices, including but not limited to product liability insurance
                                         and defective product liability insurance. Party A shall extend its best efforts to register
                                         Party B and the IP Holders as beneficiaries of such insurance, and Party A shall provide
                                         relevant certifications to Party B.



 


		13.	Force
                                         Majeure



 


		13.1	If
                                         either Party is prevented from performing this Agreement due to earthquake, typhoon,
                                         flood, fire, war or other force majeure events which are unforeseeable, unavoidable and
                                         insurmountable, such Party shall immediately notify the other Party of the conditions
                                         of the event in writing or other form which can be approved, and within thirty (30) working
                                         days thereafter, provide documentary evidence, explaining the details of the force majeure
                                         event and the reasons for its failure to perform this Agreement or its need to delay
                                         the performance of this Agreement, in whole or in part. The Parties may negotiate whether
                                         or not to terminate this Agreement, exempt part of the liabilities hereunder or delay
                                         the performance of this Agreement depending on the extent of the effect of such force
                                         majeure event upon the performance of this Agreement.



 


		14.	Term
                                         and Termination 



 


		14.1	This
                                         Agreement shall become effective upon execution and shall remain in effect for five years,
                                         unless earlier terminated pursuant to the provisions of this Clause 14 (the “Term”).
                                         If not otherwise terminated, the Term shall automatically renew for additional five year
                                         Terms provided that the parties fulfill all of their obligations under this Agreement
                                         as were in effect during the fifth year of the engagement during the applicable five
                                         year Term. If any terms and conditions change in the automatic extension agreement, the
                                         Parties shall enter into a supplementary agreement separately.



 






    22


     


    

 


		14.2	Either
                                         Party may terminate this Agreement immediately by giving a notice to the other Party
                                         if:



 


		14.2.1	The
                                         other Party assigns any of the interests or obligations under this Agreement without
                                         prior written consent of the first Party, provided however that a change of control of
                                         either Party shall not be deemed an assignment for the purposes of this Clause;



 


		14.2.2	The
                                         other Party enters into liquidation process, reaches a composition agreement with the
                                         creditors or hands over its properties to the custodian, declares or has become bankrupt,
                                         or adopts a resolution on dissolution of the company, providing that the proceedings
                                         are not dismissed or the problem resolved within 60 days; or



 


		14.2.3	The
                                         other Party is prosecuted or convicted of a crime by the court due to its violation of
                                         the law; as a result, its operation and business would have adverse effects on the reputation,
                                         good will or prestige of the first Party’s company and products.



 


		14.3	Without
                                         prejudice to the other provisions in this Agreement, Party A has the right to terminate
                                         this Agreement by giving a written notice to Party B of at least 60 days in advance,
                                         and if such matter is not remedied by Party B in such time, if:



 


		14.3.1	Party
                                         A deems the data provided by Party B cannot meet the requirements for Party A’s
                                         registration of the Products in the Territory;



 


		14.3.2	Party
                                         B fails to complete the appropriate procedures on schedule in accordance with Clauses
                                         5.1 through 5.3 herein;



 


		14.3.3	The
                                         Products fail to be registered in the Territory;



 


		14.3.4	Party
                                         B decides to cease the sales of the Products in the Territory or the regulator requires
                                         cessation of production of the Products;



 


		14.3.5	The
                                         quality problem with the Products supplied by Party B has adverse effects and serious
                                         consequences on Party A (e.g., media exposure, government notification for public information),
                                         which is detrimental to Party A’s reputation and brand image; or



 


		14.3.6	Party
                                         B’s act constitutes a material breach under this Agreement, and Party B fails to
                                         remedy the breach within thirty (30) working days after receipt of the written notice
                                         (including warning or other written request) from Party A, or Party B refuses or threatens
                                         to refuse the performance of its obligations under this Agreement.



 






    23


     


    

 


Under
any of the circumstances set forth in Clauses 14.3.1 through 14.3.3 above, Party A shall not assume any liability to Party B for
its termination of this Agreement, and Party A agrees not to pursue liabilities under such circumstances against Party B.


 


In
any event that Party B cannot fulfill its obligations under this Agreement, the IP Holders and the Manufacturer shall be entitled
to replace Party B as a party to this agreement, by entering into a separate agreement directly with Party A.


 


		14.4	Without
                                         prejudice to the other provisions in this Agreement, Party B has the right to terminate
                                         this Agreement by giving a written notice to Party A of at least sixty (60) days in advance,
                                         and if such matter is not remedied by Party A in such time, if:



 


		14.4.1	Party
                                         A contests the validity of any patents or intellectual property rights of the Product;



 


		14.4.2	Party
                                         A fails to make timely payment;



 


		14.4.3	Party
                                         A fails to register the Products in the Territory for Market Approval after having been
                                         provided with the required documents for registration;



 


		14.4.4	Party
                                         A decides to cease the sales of the Products in the Territory or the regulator requires
                                         cessation of production of the Products;



 


		14.4.5	Party
                                         A’s act constitutes a material breach under this Agreement, and Party A fails to
                                         remedy the breach within thirty (30) working days after receipt of the written notice
                                         (including warning or other written request) from Party B, or Party A refuses or threatens
                                         to refuse the performance of its obligations under this Agreement;



 


		14.4.6	Party
                                         A does not meet any milestones, or minimum purchase quantities under this Agreement;



 





		14.4.7	Due
                                         to adverse effects and serious consequences resulting from the Products.


 






    24


     


    

 


Under
any of the circumstances set forth in Clauses 14.4.1 through 14.4.4 above, Party B shall not assume any liability to Party A for
its termination of this Agreement, and Party A agrees not to pursue liabilities under such circumstances against Party B.


 


		14.5	Party
                                         B will repurchase the Products which are still in stock of Party A upon termination or
                                         expiry of this Agreement at the purchase price of Party A, and complete such repurchase
                                         within thirty (30) days after termination or expiry of this Agreement, failing which
                                         Party A has the right to sell any non-expired Products in good condition.



 


		14.6	Upon
                                         expiry or termination of this Agreement, Market Approval shall automatically be transferred
                                         and assigned to Party B and the license to Party A granted hereunder shall immediately
                                         expire. Party B has no right to retain the advance payment for the Products which have
                                         not been delivered (for any reason whatsoever), and, within ten (10) working days, it
                                         shall remit such advance payment to the bank account designated by Party A.



 


		14.7	Party
                                         B shall return all of the remaining documents, materials and other relevant data of Party
                                         A within thirty (30) working days after expiry or termination of this Agreement. Party
                                         B shall not directly and / or knowingly sell the Products in any way in the name of Party
                                         A in the Territory. If Party B violates the provisions, Party A has the right to require
                                         Party B to indemnify it for 5 times the sales amount, and pursue legal liabilities against
                                         Party B.



 


		14.8	Party
                                         A shall return the remaining documents, materials and other relevant data in relation
                                         to the registration of the Products which are provided by Party B within thirty (30)
                                         working days after expiry or termination of this Agreement. Party A shall not make any
                                         commercial use (directly or indirectly) of the Products or the formula upon which the
                                         Product is based after expiration of termination of this Agreement, unless with the express
                                         written consent of Party B.



 






    25


     


    

 


		14.9	Upon
                                         the occurrence of any one of the following circumstances of Party B: (a) sale, transfer
                                         or otherwise disposal of drug production technology in connection with the Products,
                                         including but not limited to transferring technology directly, granting drug marketing
                                         authorization to a third party, or exclusively licensing production technology in connection
                                         with the Products to a third party; (b) sale, transfer or otherwise disposal of key assets
                                         (both movable property and real estate) necessary for production of the Products; or
                                         (c) sale, transfer or otherwise disposal of more than 50% equity interest in Party B
                                         or the Manufacturer that results in a surviving entity which is a competitor of Party
                                         A and/or does not agree to fulfill the obligations of this Agreement, Party A shall retain
                                         the right to terminate this Agreement.



 


		15.	Notice



 


		15.1	The
                                         notice shall be deemed to have been duly given if the notice regarding the satisfaction
                                         of any requirement in this Agreement is delivered in writing (or in electronic document,
                                         email or other form) to each other to the address provided by the Parties below, or either
                                         Party sends the notice in writing (or in electronic document, email or other form) in
                                         other predetermined manner to the address of the other Party set forth in this Agreement.
                                         Either Party shall notify the other Party of any change of its mailing address, and the
                                         date of notice shall be the date when the notice is sent by email, fax or personal delivery.



 


Party
B’s Mailing Address: 24 Hanagar st. PO Box 6653, Hod Hasharon, Israel


 


Email:
or@wizepharma.com / noam@wizepharma.com


 


Other
Contact Information: +972-(0)72-2600536


 


Party
A’s Mailing Address: No. 418 Hayao Road, Daoli District, Harbin, Heilongjiang Province, the People’s Republic of China


 


Email:
hyjtyyyxgs_2018@163.com


 


Other
Contact Information: FAX: +86 0451-84619388


 


		16.	Governing
                                         Law and Dispute Resolution



 


		16.1	This
                                         Agreement is entered into and interpreted in accordance with, and governed by, the laws
                                         of China. Any dispute between the Parties arising from the performance of this Agreement
                                         shall be first settled through friendly consultation. If such consultation fails, either
                                         Party may submit such dispute to the China International Economic and Trade Arbitration
                                         Commission for arbitration in accordance with its arbitration rules then-effective at
                                         the time of applying for arbitration. The seat of arbitration shall be Beijing and the
                                         arbitration proceedings shall be conducted in Chinese. The arbitral award shall be final
                                         and binding upon the Parties.



 






    26


     


    

 


		17.	Miscellaneous



 


		17.1	This
                                         Agreement constitutes the entire agreement between the Parties with respect to the subject
                                         matter hereof. In the event of any conflict between the previous agreements, consultations
                                         or undertakings and the provisions of this Agreement, this Agreement shall prevail; in
                                         the event of no conflict between them, they shall be effective separately. The amendment
                                         and modification to this Agreement shall be made in writing and signed by the authorized
                                         representatives or legal representatives of the Parties.



 


		17.2	At
                                         any time or during any period, the failure of either Party to enforce any provision of
                                         this Agreement or to exercise any right or remedy shall not constitute a waiver of such
                                         provision, right or remedy, or preclude such Party from enforcing any or all provisions
                                         of this Agreement or exercising any right or remedy. Any waiver may not be effective
                                         unless made in writing.



 


		17.3	This
                                         Agreement is made in Chinese and English. In the event of any discrepancy between the
                                         two language versions, the Chinese version shall prevail.



 


		17.4	All
                                         exhibits hereto, as an integral part of this Agreement, shall have equal legal effect
                                         with this Agreement.



 


		17.5	The
                                         headings in this Agreement are used only as a reminder and shall not be deemed as the
                                         restriction on or interpretation of the meaning of the clauses herein.



 


		17.6	This
                                         Agreement is executed in two counterparts, each in Chinese and English, with each Party
                                         holding one counterpart, each in Chinese and English. This Agreement shall be concluded
                                         and become effective on the date when it is signed by the legal representatives or authorized
                                         representatives of the Parties on behalf of the Parties.



 






    27


     


    

 


IN
WITNESS WHEREOF, this Agreement is executed by the Parties on May 31, 2018.


 


Party
A: HPGC Medical Co., Ltd.


Legal
Representative: /s/ Zhu Weidong


Date
of signing: May 31, 2018


 


Party
B: Israel Wize Pharma Ltd.


Legal
Representative: /s/ Or Eisenberg


Date
of signing: May 31, 2018


 






    28


     


    

 





	Appendix
1:	Ordering
amount and ordering quantity of the Products ordered by Party A and amount of the Products provided by Party B free of charge



 


	Appendix
1-1:	Ordering
amount and ordering quantity of the Multi-dose Products ordered by Party A and amount of the Products provided by Party B free
of charge.



 


		 	 	Multi-dose
    Products (10ml/bottle)	 	Minimum	 	Maximum
	Year	 	 	Minimum
    Ordering Quantity 

(dose)	 	Maximum
    Ordering Quantity

(dose)	 	Minimum
    Ordering Amount (US$)	 	Maximum
    Ordering Amount (US$)	 	Unit
    Price 

(CIF, US$)	 	Amount
    of Free merchandise (US$)	 	Amount
    of Free merchandise (US$)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	 	[***]	 		 	[***]	 		 	[***] US$/bottle 	 	[***]	 	 
	2	 	 	[***]	 		 	[***]	 		 	[***]
US$/bottle	 	[***]	 	 
	3	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
    US$/bottle	 	[***]	 	 
	4	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
    US$/bottle	 	[***]	 	[***]
	5	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
    US$/bottle	 	[***]	 	[***]





 


	Note:	1) Appendix 1-1 shows the estimated ordering quantity of the Multi-dose Products and the definite sales quantity will be discussed and determined in subsequent orders.  Provisions regarding the Free merchandise shall be applicable during the period of cooperation between the Parties.  Party A shall inform Party B of the definite quantity of the Products to be provided free of charge 3 months in advance;

                                                                                 

                                                                                2) For the second year and the third year of the period of cooperation, the amount of the Products to be provided free of charge shall be [***]% of the ordering amount of the Products in the last year.  For the fourth year and the fifth year of the period of cooperation, if the ordering quantity in the last year exceeds the minimum quantity but is less than the maximum quantity of that year, the amount of the Products to be provided free of charge shall be [***]% of the ordering amount of the Products in the last year; or if the ordering quantity in the last year exceeds the maximum quantity of that year, the amount of the Products to be provided free of charge shall be [***]% of the ordering amount of the Products in the last year. 





 






    29


     


    

 


	Appendix
1-2:	Ordering
amount and ordering quantity of the Uni-dose Products ordered by Party A and amount of the Products provided by Party B free of
charge



 





		 	 	Uni-dose Products (0.65ml/bottle)	 		 	
	Year	 	 	Minimum Ordering Quantity (pack)	 	Maximum Ordering Quantity (pack)	 	Minimum Ordering Quantity (one million bottles)	 	Maximum Ordering Quantity (one million bottles)	 	Minimum Ordering Amount (US$)	 	Maximum Ordering Amount (US$)	 	Unit Price (CIF, US$)	 	Minimum

Amount of Free merchandise (US$)	 	Maximum

Amount of Free merchandise (US$)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	([***] US$/box)	 	[***]	 	[***]
	2	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	([***] US$/box)	 	[***]	 	[***]
	3	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	([***] US$/box)	 	[***]	 	[***]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	([***] US$/box)	 	[***]	 	[***]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	([***] US$/box)	 	[***]	 	[***]





 


	Note:	1) Appendix 1-2 shows ordering commitment for minimum ordering quantity of the Uni-dose Products and the definite sales quantity will be discussed and determined in subsequent orders.  Provisions regarding the free merchandise shall be applicable during the period of cooperation between the Parties.  Party A shall inform Party B of the definite quantity of the Products to be provided free of charge 3 months in advance;

                                                                                 

                                                                                2) For the second year and the third year of the period of cooperation, the amount of the Products to be provided free of charge shall be [***]% of the ordering amount of the Products in the last year.  For the fourth year and the fifth year of the period of cooperation, if the ordering quantity in the last year exceeds the minimum quantity but is less than the maximum quantity of that year, the amount of the Products to be provided free of charge shall be [***]% of the ordering amount of the Products in the last year; or if the ordering quantity in the last year exceeds the maximum quantity of that year, the amount of the Products to be provided free of charge shall be [***]% of the ordering amount of the Products in the last year.  

                                                                                 

                                                                                3) If Party A cancels any orders for the Multi-dose Products due to Party B’s failure to provide sufficient documents, the amount of the Products to be provided free of charge in the next year shall be [***]% the total ordering amount of the Uni-dose Products ordered by Party A in the last year (in the form of the Products).  Provisions regarding the Free merchandise shall be applicable to each year of the period of cooperation between the Parties.





 




    30


     


    

 


	Appendix
2:	Schedule
and Milestones for Registration of Multi-dose and Uni-dose Products in China



 


	Size	Content	Duration
    (in month, counting from the day on which Party A obtains a full set of CTD materials in compliance with the submission requirement
    of CFDA)	Milestone
	Registration
    of Uni-dose Products	Translation
    of registration materials for the Uni-dose Products and application for clinical trial	3-5
    months	milestone
    1
	Approval
    on clinical trial	6-8
    months	milestone
    2
	Clinical
    trial	15-30
    months	milestone
    3
	Approval
    on new drug registration of Uni-dose Products	12-17
    months	milestone
    4
	Maximum
    extended period	3
    months	/
	Registration
    of Multi-dose Products	Translation
    of registration materials for the Multi-dose Products and submission a supplementary application	1-2
    months	milestone
    5
	Approval
    on supplementary application regarding the Multi-dose Products 	8-12
    months	milestone
    6
	Maximum
    extended period	3
    months	/
	Total
    Duration	51-80
    months	/


 


Note:


 


1.
The date on which Party A applies for clinical trial regarding the Uni-dose Products will be counted from 3-5 months after Party
A has obtained a full set of CTD materials for three indications, which shall include certificate documents that Party B has obtained
for sjogren’s syndrome in Hungary, and which, as assessed by Party A, are in compliance with the submission requirement
of CFDA.


 


2.
The duration of this appendix is on an estimated basis as the definite duration is difficult to determine. In particular, the
duration for “approval on clinical trial”, “approval on new drug registration of Uni-dose Products” and
“approval on supplementary application regarding the Multi-dose Products” is subject to the decision of CDFA.


 


3.
Party B agrees that Party A will be granted a “maximum extended period” for the purpose of registration of the Multi-dose
and Uni-dose Products in China.


 


 


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