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Exhibit
10.2


 


LICENSING,
MANUFACTURING

AND SUPPLY AGREEMENT


 


This
Licensing, Manufacturing and Supply Agreement (the “Agreement”) is being entered into as of the 12th day
of October 2011 (the “Effective Date”), by and between INNOCOLL PHARMACEUTICALS, LIMITED, an Irish Corporation
(collectively, with its Affiliates “Innocoll”) whose principal office is Midlands Innovation and
Research Centre, Dublin Road, Athlone, Co. Westmeath, Ireland (or “Innocoll”) and Pioneer Pharma Co. Ltd.,
offices located at Suite A-C 18F, HuDong Finance Building, No. 1128, Xiang Yin Road, Shanghai, China (“PIONEER”)


 


Preliminary
Statements


 


WHEREAS,
Innocoll has developed the Product and desires to grant to PIONEER the exclusive right to distribute and sell the Product in the
Territory in the Field (as each is defined below);


 


WHEREAS,
PIONEER is willing to act as Innocoll’s distributor for the Product in the Territory in the Field; and


 


WHEREAS,
Innocoll and PIONEER desire to enter into this Agreement to set forth the terms and conditions of such distribution right and
all other rights and obligations of the parties relating thereto.


 


NOW,
THEREFORE, the parties agree as follows:


 


Terms
and Conditions


 


		1.	Defined
                                         Terms:



 


		1.1	Affiliates
                                         shall mean, with respect to either party, those entities controlled by, in control
                                         of, or under common control with such party. A corporation or non-corporate business
                                         entity shall be regarded as in control of another corporation or business entity (i) if
                                         it owns or directly or indirectly controls a majority of the voting stock or other ownership
                                         interest of the other entity, or (ii) in the absence of the ownership of a majority
                                         of the voting stock or other ownership interest of such entity, if it possesses, directly
                                         or indirectly, the power to direct or cause the direction of the management and policies
                                         of such corporation or non-corporate business entity, as applicable.



 


		1.2	Field
                                         shall mean adhesion barrier and any other indication approved by EU regulatory authorities
                                         and the SFDA.



 


		1.3	Product
                                         shall mean product(s) identified in Exhibit A



 


		1.4	Territory
                                         shall mean The People’s Republic of China, including the territories of Hong
                                         Kong, Macau and Taiwan.



 


		2.	Appointment
                                         of Exclusive Distributor



 


		2.1	Innocoll
                                         hereby appoints PIONEER as its sole and exclusive distributor to market, sell, advertise,
                                         promote and distribute, directly or through its Affiliates the Product in the Field in
                                         the Territory. PIONEER hereby accepts such appointment.



 




    	 



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		2.2	Innocoll
                                         represents and warrants to PIONEER that Innocoll has not entered into any other agreements,
                                         written or oral, with any third party permitting the sale or distribution of the Product
                                         in the Field in the Territory, and Innocoll covenants and agrees that during the Term,
                                         Innocoll will not enter into any such agreement or itself, directly or indirectly, sell
                                         or distribute the Product or any product that competes directly with the Product in the
                                         Territory. PIONEER covenants and agrees that during the Term it will not itself or cause
                                         or permit any Affiliate to enter into an agreement with a third party to, promote, market
                                         or sell in the Territory a product that competes directly with the Product.



 


		3.	Manufacture
                                         and Supply of Product



 


		3.1	Forecasts.
                                         At the beginning of each calendar month during the Term, PIONEER shall provide Innocoll
                                         with a non-binding, good faith written forecast of PIONEER’S expected requirements
                                         for Product during the following twelve (12) month period (the “Forecast”).
                                         Notwithstanding the first sentence of this Section 3.1, the first three (3) month
                                         period included in each Forecast shall constitute a firm purchase order and binding commitment.



 


		3.2	Orders.
                                         PIONEER shall place binding orders for Product by written or electronic purchase order
                                         (or by any other means agreed to by the parties) to Innocoll. Innocoll shall acknowledge
                                         and accept or reject any PIONEER purchase order in writing within ten (10) days
                                         of receipt. Innocoll shall not refuse to accept any order in an amount equal to or less
                                         than the most recent Forecast, unless Innocoll has indicated upon receiving a Forecast
                                         that it will not be able to meet this requirement. All such purchase orders shall be
                                         irrevocable. Purchase orders shall set forth the desired date of delivery with respect
                                         to the Product ordered and shall be placed at least ninety (90) days prior to such
                                         desired date of delivery. All Product ordered by PIONEER under this Agreement shall be
                                         delivered on or before the delivery date set forth in the applicable purchase order.



 


		3.3	Innocoll
                                         will manufacture the Products exclusively for PIONEER in accordance with the Specifications
                                         and in compliance with all relevant legal and regulatory requirements.



 


		3.4	Shipment.
                                         Innocoll shall deliver the Product, CIP (Incoterms 2000) Wuhan, China, or other
                                         location as Parties might agree upon from time to time (the “Shipping Point”).
                                         Innocoll shall ship all Product in accordance with the instructions specified in PIONEER’S
                                         purchase orders. A Certificate of Analysis (“COA”) specific to
                                         testing of each lot/batch, must accompany each shipment. Innocoll shall maintain a copy
                                         of each such COA in compliance with cGMP/QSR. Innocoll shall provide a duplicate copy
                                         of the COA to PIONEER, upon PIONEER’S request.



 


		3.5	Inspection
                                         and Acceptance. PIONEER shall have the right, at its sole discretion, to inspect
                                         each and every shipment of the Product. PIONEER shall have fifteen (15) days from
                                         receipt of each shipment of Product to visually inspect the shipment (Inspection
                                         Period). PIONEER may reject a shipment (or portion thereof) of Product if
                                         any one or more units contained therein fail to conform to the Specifications, by providing
                                         Innocoll written notice of such rejection prior to the end of the Inspection Period.
                                         PIONEER may then return all or a portion of the shipment of Product to Innocoll and Innocoll
                                         shall either supply replacing Product or a full refund at the discretion of Pioneer.
                                         In addition to the foregoing, for any Product for which the defect identified by PIONEER
                                         is a latent defect that could not reasonably be detected upon visual inspection, PIONEER
                                         shall have a



 






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	 	 	period
                                         of thirty (30) days from the date of identification of such latent defect to return
                                         any such Product to Innocoll and Innocoll shall either supply replacing Product or a
                                         full refund at the discretion of Pioneer. Should any Chinese government body such as
                                         customs or SFDA deem the shipment to be non-compliant and therefore refuse the Product
                                         access to the Chinese market, this shall be deemed a latent defect as mentioned above.



 





		3.6	Upon
                                         shipment of Products, Innocoll shall invoice PIONEER. Payment by PIONEER will be due
                                         in full ninety (90) days after receipt of invoice.



 


		4.	Supply
                                         Prices and Additional Consideration



 


Product
Supply Prices and Additional Consideration are set out in Exhibit B which is incorporated herein by reference.


 


		5.	Minimum
                                         Purchase Requirements



 


From
*** for the term of the Agreement, PIONEER will purchase Products
from Innocoll in an amount as set out on Exhibit C hereto (“Minimum Purchase Requirement”).


 


		6.	Complaints



 


PIONEER
will inform Innocoll immediately of any complaints related to the Products and will liaise with Innocoll in investigating the
possible causes and agree on any remedial plans of action.


 


		7.	Batch
                                         Recall



 


Innocoll,
in its capacity as responsible manufacturer of the Products, shall be responsible for any batch recall of Products from the market
and co-ordinate the same. In the event any governmental authority or agency requests a recall or takes similar action in connection
with the Products, or in the event that PIONEER determines an event or incident has occurred which may result in the need for
a recall or a market withdrawal, PIONEER will inform Innocoll by telephone or facsimile within 24 hours and the parties shall
agree on an appropriate course of action. Innocoll shall bear the expense of any recall resulting from breach of its obligations
hereunder or from negligent manufacture, packaging or shipment of the Products by it. In all other cases, PIONEER shall bear the
expense of any recall.


 


		8.	Auditing



 


		8.1	During
                                         normal business hours, Innocoll shall provide access to its premises to PIONEER to permit
                                         audits of the relevant documents and facilities by PIONEER. PIONEER shall be entitled
                                         to one (1) audit within each twelve (12) month period during the Term.



 


		8.2	Innocoll
                                         will ensure that any material deficiencies highlighted during any audit by PIONEER or
                                         Regulatory Bodies will be dealt with as soon as is practically possible following receipt
                                         of an official signed Audit Report from PIONEER.



 




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		9.	PIONEER
                                         Obligations



 


		9.1	PIONEER
                                         shall be responsible for compiling, submitting and maintaining the Product registrations,
                                         and all associated costs. Innocoll shall provide required Products free of charge for
                                         registration and clinical trial in the Territory and provide relevant and available information
                                         and documentation to support the Product registrations in English to PIONEER and PIONEER
                                         shall be responsible for all required translations. PIONEER shall be responsible for
                                         obtaining Product registration and will bear all associated costs.



 


		9.2	PIONEER
                                         shall launch the Product(s) within three (3) months of receiving Regulatory
                                         Approval. If PIONEER fails to launch the product within three (3) months, the Product
                                         rights will revert to Innocoll.



 


		9.3	PIONEER
                                         shall sell and distribute the Product in the Territory under the original trade-marks
                                         and packages of Innocoll or under any modified trademarks or packages agreed by the Parties.



 


		9.4	PIONEER
                                         shall provide at its own expense all staff and facilities necessary for the operation
                                         of the distributorship and the fulfillment of the terms of this Agreement.



 


		9.5	PIONEER
                                         shall handle and store the Products securely and with all due skill care and attention
                                         and shall not take any step to alter the condition of any of the Products from that in
                                         which the Products are delivered by Innocoll.



 


		9.6	At
                                         the request of Innocoll, PIONEER shall receive employees and representatives of Innocoll
                                         and shall render to them all reasonable facilities for investigating conditions of trade
                                         and to visit customers in the Territory. Each party shall bear their own costs relating
                                         to such visits.



 


		9.7	PIONEER
                                         shall in good faith prepare and submit to Innocoll on or before January 15th
                                         in each year a detailed marketing plan and budget (“the Plan”) for the
                                         promotion of the Products for the immediately succeeding calendar year.



 


		9.7.1	In
                                         the event that the Plan is agreed upon by Innocoll and PIONEER, PIONEER shall use all
                                         reasonable endeavours to ensure that it conforms to the Plan during the relevant calendar
                                         year.



 


		9.7.2	PIONEER
                                         shall keep Innocoll informed of competition experienced in the Territory and when so
                                         requested by Innocoll provide information on marketing activities and competitive products
                                         in the Territory.



 


		9.7.3	PIONEER
                                         shall prepare all advertising promotional and marketing material for the Products and
                                         submit the same to Innocoll for approval. On receipt of such approval (which shall not
                                         be unreasonably withheld or delayed) PIONEER shall produce all such approved material
                                         at PIONEER’S expense.



 


		9.8	PIONEER
                                         shall purchase the agreed annual minimum quantities defined in Exhibit C.



 


		9.9	PIONEER
                                         has or will have and will maintain in force a product liability insurance which is covering
                                         any and all liabilities of PIONEER relating to the Products.



 




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		10.	Innocoll
                                         Obligations



 


		10.1	Innocoll
                                         shall comply in all material respects with all laws, rules and regulations applicable
                                         to the design, manufacture, labelling, packaging, storage and handling of the Product,
                                         including maintaining qualified manufacturing and quality facilities and/or procedures.
                                         Innocoll shall ensure that all third-party manufacturers of any raw materials for the
                                         Product comply in all material respects with all laws, rules and regulations applicable
                                         to the design, manufacture, labelling and packaging of the Product in the Territory.
                                         Without limiting the generality of the foregoing, Innocoll (and all third-party manufacturers
                                         of any raw materials for Product) shall implement such quality control systems and
                                         procedures as shall be appropriate to ensure compliance with the requirements of ISO
                                         and cGMP/QSR, which are applicable to Innocoll or such third-party manufacturer as the
                                         manufacturer and supplier of the Product. Innocoll shall allow reasonable access to its
                                         records, manufacturing facilities, and its third-party manufacturers’ manufacturing
                                         facilities and records (if applicable) to allow any Regulatory Authority to conduct
                                         full compliance audits or inspections relating to the Product. Innocoll and any third
                                         party manufacturer shall ensure that the Products are manufactured in strict compliance
                                         with the Specifications.



 


		10.2	Innocoll
                                         hereby undertakes to sell the Products to PIONEER at the prices determined in accordance
                                         with Exhibit B hereof and on terms and conditions in accordance with the provisions hereof.



 


		10.3	Innocoll
                                         will without delay approve as appropriate the material for the advertising promotion
                                         and marketing of the Products in the Territory as submitted by PIONEER.



 


		10.4	Upon
                                         giving six months’ notice in writing Innocoll shall be entitled at its discretion
                                         to:



 


		(i)	discontinue
                                         the manufacture of the Products or any of them;



 


		(ii)	or
                                         make changes or introduce modifications new presentations enhancements or improvements
                                         to the Products the Products’ packaging or branding or any part thereof; or



 


		(iii)	introduce new additional
or replacement products



 


		10.5	In
                                         an event as indicated under 10.4 (i) above where the “fully recoverable License
                                         Fee” has not yet been fully recovered by Pioneer, Innocoll shall remit the remaining
                                         balance of this License Fee to Pioneer without delay.



 


		10.6	Innocoll
                                         has and will maintain in force a product liability insurance which is covering any and
                                         all liabilities of Innocoll relating to the Products.



 


		11.	Confidentiality
                                         Obligations









 


		11.1	Each
                                         party agrees to maintain during the term of this Agreement and for a period of ten (10) years
                                         thereafter the strictest confidence with regard to the confidential and/or proprietary
                                         information, in whatever medium, relating to the Products and their manufacture, and
                                         any other information disclosed to it under this Agreement by the other party and proprietary
                                         to it or its affiliates or any third party contract partners (the



 






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	 	 	“Confidential
                                         Information”). Neither party shall directly nor indirectly pass on the Confidential
                                         Information to others nor use it for any purpose not mentioned in this Agreement. Each
                                         party shall have the right to disclose the other party’s Confidential Information
                                         to its employees or advisors who need this knowledge for the purposes authorized herein.
                                         To the extent that a party discloses Confidential Information to an employee or advisor,
                                         such party will be responsible for any failure by such persons or entities to hold such
                                         information in confidence or use such information solely for the purposes of this Agreement.



 


		11.2	The
                                         obligations of confidentiality and use restrictions set forth herein above will not apply
                                         to the following information:



 


		11.2.1	information
                                         that is or becomes publicly known or available by publication, commercial use or otherwise
                                         without breach of this Agreement by the receiving party;



 


		11.2.2	information
                                         that the receiving party rightfully receives from a third party without a restriction
                                         on disclosure,



 


		11.2.3	information
                                         that must be disclosed pursuant to governmental and regulatory requirements (including
                                         Certification Audits);



 


		11.2.4	information
                                         that is independently developed by employees of the receiving party who have not had
                                         access to the Confidential Information; or



 


		11.2.5	information
                                         that is known by the receiving party at the time of receipt.



 


		12.	Proprietary
                                         Rights



 


		12.1	All
                                         Know-how (all manufacturing and technical data, instructions, specifications and experiences
                                         regarding the Products as well as test methods developed) documented in the Specifications
                                         is owned by Innocoll (“Innocoll Know-How”). Pioneer shall have a limited,
                                         royalty-free license to use the Innocoll Know-How in accordance with and for the term
                                         of this Agreement.



 


		12.2	Innocoll
                                         represents and warrants that Innocoll’s manufacturing methods do not infringe any
                                         third party’s proprietary rights. Innocoll will indemnify and hold harmless PIONEER
                                         for any and all claims arising out of or based on claims related to the intellectual
                                         property rights underlying such methods.



 


		13.	Warranties
                                         and Liability



 


		13.1	Innocoll
                                         shall be responsible for all claims related to the Product to the extent arising from
                                         (a) the gross negligence or wilful misconduct of Innocoll in the manufacturing of
                                         the Products, (b) a material breach of this Agreement by Innocoll or (c) material
                                         breach of any law or regulation (that Innocoll is required to comply with hereunder) by
                                         Innocoll. PIONEER shall be responsible for all claims related to the Product to the extent
                                         arising from: (a) the gross negligence or wilful misconduct of PIONEER in the marketing
                                         and promotion of products, (b) material breach of this Agreement by PIONEER or (c) material



 



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	 	 	breach
                                         of any law or regulation (that PIONEER is required to comply with hereunder) by
                                         PIONEER.



 


		14.	Indemnities



 


		14.1	As
                                         soon as a party becomes aware of the possibility of a claim involving indemnification
                                         under this article, the indemnified party shall give the indemnifying party prompt notice
                                         in writing and shall permit the indemnifying party to have control over and conduct the
                                         defense of such claim or suit. The indemnified party agrees to provide all reasonable
                                         information and assistance to the indemnifying party in such defense.



 


		14.2	Innocoll
                                         shall indemnify and hold PIONEER harmless against all claims and expenses, including
                                         reasonable legal expenses, arising out of the death or injury to any person or persons
                                         or out of any damages to property, whether during or following the termination or expiration
                                         of this Agreement, resulting from the use of Product where such death, injury or damage
                                         is attributable to any defect in a Product attributable to any negligent, reckless or
                                         intentional act or omission by Innocoll, or the breach of this Agreement by Innocoll.



 


		14.3	PIONEER
                                         shall indemnify and hold Innocoll harmless against all claims and expenses, including
                                         reasonable legal expenses, arising out of the death or injury to any person or persons
                                         or out of any damages to property, whether during or following the expiration or termination
                                         of this Agreement, resulting from the use of Product where such death, injury or damage
                                         is attributable to any negligent, reckless or intentional act or omission by PIONEER,
                                         or the breach of this Agreement by PIONEER.



 


		15.	Term
                                         and Termination



 


		15.1	This
                                         Agreement shall become effective on the Effective Date and shall continue for ten (10) years.



 


		15.2	Each
                                         party shall be entitled to terminate the Agreement with immediate effect for material
                                         cause. “Material cause” shall include, but not be limited to, the following:



 


		15.2.1	If
                                         PIONEER fails to pay for the Products within the time set forth in Clause 3.6 above,
                                         if PIONEER should fail to meet the minimum purchase obligations as specified in Exhibit
                                         C, or if PIONEER is otherwise in breach of its obligations under this Agreement; then
                                         Innocoll, may, at its option, cancel this Agreement upon thirty (30) days’
                                         prior written notice to PIONEER unless PIONEER cures such breach and any intervening
                                         breach within such thirty (30) day period.



 


		15.2.2	If
                                         Innocoll is in breach of its obligations under this Agreement then PIONEER may at its
                                         option cancel this Agreement upon thirty (30) days prior written notice to Innocoll
                                         unless Innocoll cures such breach and any intervening breach within such thirty (30) day
                                         period.



 


		15.2.3	If
                                         the other party files a petition in bankruptcy, or applies for a consent to the appointment
                                         of a receiver or trustee or suffers or permits the entry of an order adjudicating it
                                         to be bankrupt or insolvent.



 




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		15.3	In
                                         an event stipulated under 15.2.2 above, where PIONEER cancels this Agreement and Innocoll
                                         fails to cure the breach: 1) if the event occurs before obtaining Regulatory Approval,
                                         Innocoll shall compensate PIONEER for any direct and verifiable costs PIONEER has made
                                         regarding application for Regulatory Approval as evidenced by PIONEER and 2) if
                                         the event occurs before PIONEER has fully recovered the “License Fee”, Innocoll
                                         shall remit the balance of the “License Fee” to PIONEER without delay.



 


		15.4	Upon
                                         termination of this Agreement, only accounts payable and/or receivable and liabilities
                                         provided for under this Agreement shall remain in effect and neither party shall be entitled
                                         to any costs compensation or damages whatsoever sustained resulting from, or arising
                                         out of or alleged to have been sustained, to have resulted from, or to have arisen out
                                         of such termination.



 


		15.5	Upon
                                         cancellation or expiration of this Agreement, PIONEER shall return all data, prospectuses
                                         and materials including, without limitation, all copies of test results and other data
                                         accumulated, advertising and promotional materials samples and instruments relating to
                                         the Products and in such event the distribution rights and all other rights granted to
                                         PIONEER under this Agreement shall revert to Innocoll and PIONEER shall not make further
                                         use of such technical information or disclose same.



 


		15.6	Upon
                                         cancellation or expiration of this agreement, PIONEER shall immediately initiate the
                                         transfer of the Product registration to Innocoll or its designee.



 


		15.7	The
                                         termination of this Agreement shall not release either party from the obligation to make
                                         the payment of any sum then owing, and it shall not release PIONEER from its obligation
                                         to pay Innocoll for all the Products ordered and received, and Innocoll to deliver all
                                         the Products ordered which have been previously accepted by Innocoll as per section 3.2.



 


		16.	Miscellaneous
                                         Provisions



 


		16.1	In
                                         case of force majeure, official orders, strike or lockout or similar hindrances which
                                         the parties are unable to avert, the parties shall be released for the duration of such
                                         hindrance from the contractual obligations which they are prevented from performing;
                                         provided however that if such suspension shall continue in excess of one hundred eighty
                                         (180) days the parties shall meet and attempt to arrive at a mutually acceptable
                                         compromise within the spirit and intent of this Agreement. In the event of shortage of
                                         production or supply of the Products for any reason Innocoll reserves the right to allocate
                                         its supplies of the Products to itself and such other distributors or customers as it
                                         deems equitable.



 


		16.2	This
                                         Agreement shall be governed by and construed in accordance with the substantive provisions
                                         of Singapore law. Place of jurisdiction and forum for any disputes shall be Singapore.



 


		16.3	If
                                         individual provisions or rules of this Agreement are invalid or become invalid, the parties
                                         hereby agree that this shall not affect the validity of the remainder of the terms and
                                         provisions. The parties undertake to replace the invalid provisions by others which come
                                         closest to the effect originally intended.



 




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		16.4	This
                                         Agreement and its appendices which form an integral part of this Agreement and are incorporated
                                         herein by reference, represents the entire agreement of the parties relating to the subject
                                         matter. The General Terms and Conditions of each party shall not apply to this Agreement.



 


		16.5	Any
                                         amendments to this Agreement or, the appendices may only be made by mutual agreement
                                         of the parties, and must be in writing and executed by both parties.



 


		16.6	Any
                                         expiration or termination of this Agreement shall not release the parties from liabilities
                                         or obligations accrued as of the date thereof.



 


		16.7	This
                                         Agreement shall not be assigned by Innocoll or PIONEER to any third party without the
                                         prior written consent of the other Party.



 


		16.8	This
                                         Agreement has been prepared in the English language, and English shall control its interpretation
                                         and meaning.



 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.


 


	PIONEER Limited	 	Innocoll Pharmaceuticals
    Limited
	 	 	 
	/s/ XinZhou
    Li	 	/s/ Michael
    Myers	 
	XinZhou Li	 	Michael Myers
	President and CEO	 	President and CEO


 






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	Exhibit
    A:  Products


 


CollaGUARD
Adhesion Barrier


 






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	Exhibit
    B:  Prices & Conditions


 





	Supply
    Price (€)



 


	Unit Size	 	Unit Price
	***	 	***







***


 


Fully
Recoverable License Fee:


 


***


 


Interest.


 


All
undisputed amounts not paid when due under this Agreement shall bear interest at the rate of twelve percent (12%) per
annum or, if less, the highest rate allowable by applicable law, from the due date until the date of payment.


  




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	Exhibit
    C:  Minimum Annual Purchase Requirements


 


***.


 




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AMENDMENT
TO COLLAGUARD LICENSING

MANUFACTURING AND SUPPLY AGREEMENT

between

PIONEER PHARMA COMPANY, LIMITED

AND INNOCOLL PHARMACEUTICALS LIMITED


 


THIS
AMENDMENT (“Amendment”) to that certain LICENSING, MANUFACTURING AND SUPPLY AGREEMENT by and among Pioneer
Pharma Company, a limited liability company organized and existing under the laws of the Republic of China (“Pioneer”),
and Innocoll Pharmaceuticals Limited, a limited liability company organized and existing under the laws of Ireland (“‘Innocoll”),
dated as of October 12, 2011 (“Agreement”) is entered into between Pioneer and Innocoll effective as of
August 6, 2012.


 


PRELIMINARY
STATEMENTS:


 


A.           Pioneer
and Innocoll entered into the Agreement effective October 12, 2011, and will expire, by its terms on October 12, 2021.


 


B.           The
parties desire to amend the territory and License Fees as set forth in this Amendment.


 


NOW,
THEREFORE, IN CONSIDERATION of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby
are acknowledged, the parties hereby agree as follows:


 


TERMS
AND CONDITIONS:


 


1.          Definitions.
To the extent not otherwise defined in this Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement.


 


2.          Section
1.4. Territory shall be amended to mean The People’s Republic of China, including the territories of Hong Kong, Macau,
and Taiwan, Vietnam, Cambodia, Malaysia, Singapore, Indonesia, Brunei Darussalam, Laos, Myanmar.


 


3.          License
Fees: In consideration of the expansion of the Territory to include the additional countries listed above, Pioneer shall make
the following payments:


 


		•	***



 


4.          General.


 


a.           Amendment
Controls. Notwithstanding anything to the contrary set forth in the Agreement, in the event of a conflict between the terms
of the Agreement and this Amendment, this Amendment shall control.


 


b.           Continuing
Effect of Other Terms of Licensing Manufacturing and Supply Agreement. Except as amended in this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect.


 




    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

  


c.           Counterparts.
This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all
of which together shall be one and the same instrument.


 


d.           Choice
of Law. The parties expressly agree that this Amendment shall be governed the substantive laws of Singapore without giving
effect to that jurisdiction’s choice of law rules.


 


e.           Submission
to Jurisdiction. The parties agree to submit to the non-exclusive jurisdiction of any competent court in Singapore with respect
to any matter arising out of this Amendment.


 


IN
WITNESS WHEREOF, the parties by their duly authorized officers have executed this Amendment on the date set forth below their
signatures below, to be effective as of August 6, 2012.


 


	PIONEER PHARMA COMPANY LIMITED	 
	 	 	 
	Signature:	 /s/ XinZhou Li	 



 


	Name:	 XinZhou Li	 
	 	 	 
	Title:	 President and CEO	 
	 	 	 
	Date:	 August 13, 2012	 



 


	INNOCOLL PHARMACEUTICALS LIMITED	 
	 	 	 
	Signature:	/s/ Denise Carter	 



 


	Name:	Denise Carter	 
	 	 	 
	Title:	Vice President, Business
    Dev.	 
	 	 	 
	Date:	 August 7, 2012	 


  



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