AMENDMENT
NO. 1 TO THE 


MARKETING
SERVICES AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE MARKETING SERVICES AGREEMENT (this “Amendment No. 1”), is entered into as of February
3, 2015, by and between Products for Doctors, Inc., a California corporation (“Consultant”) and Mesa Pharmacy,
Inc., a California corporation (“Client”) to amend Section 1.1 of the Marketing Services Agreement dated January
23, 2015 (the “Agreement”). All defined terms not defined herein shall have the meanings as ascribed to them
in Agreement.


 


RECITALS


 


WHEREAS,
the parties entered into the Agreement in which Consultant shall provide certain services to the Client;


 


WHEREAS,
the Parties desire to amend Section 1.1 of the Agreement, and to leave all other terms and conditions as set forth in the Agreement
in full force and effect;


 


NOW,
THEREFORE, in consideration of the mutual promises and agreements, provisions, covenants, representations and warranties herein
contained, the Parties hereto hereby agree as follows:


 


1.1 Marketing
Services. Consultant will provide the following marketing services for the benefit of the Client (the
“Services);


 


	 	a)	Consultations
    with Client on the preparation of marketing materials (“Marketing Materials”), which will include descriptions
    of the compounded medication offerings of Client (“Products”), Client’s general business operations, health
    plan and payor arrangements, contact information and other information provided by Client necessary to provide a profile that
    Consultant deems satisfactory to use in connection with the other Services to be provided.
	 	 	 
	 	b)	Direct
    marketing to physicians who may elect to prescribe Products to their patients (“Prospects”).
	 	 	 
	 	c)	Account
    onboarding to include training, education and the establishing of pharmacy approved protocols;
	 	 	 
	 	d)	Account
    support to include an on-site technician to assist large providers along with management support where needed;
	 	 	 
	 	e)	Reports
    of marketing, training and support activities as needed;
	 	 	 
	 	f)	Assist
    pharmacy in resolving issues or complaints;
	 	 	 
	 	g)	Research
    to identify opportunities in the pharmacy market area;
	 	 	 
	 	h)	Marketing
    to physicians, physician groups, clinics, health care facilities and other health care providers;
	 	 	 
	 	i)	Promotion
    of products at conferences and seminars;
	 	 	 
	 	j)	Market
    research to identify opportunities for marketing the Products to Prospects.
	 	 	 
	 	k)	Consultations
    with Client on new product opportunities and product development.
	 	 	 
	 	l)	Promotion
    of Client and the Products at conferences and seminars attended by Prospects.
	 	 	 
	 	m)	Periodic
    reports of marketing activities, including numbers of meetings and contacts with Prospects and appearances at conferences
    and meetings.


 




    	 



    	 



    


 


The
Services shall be provided in a professional fashion, consistent with prevailing industry standards. Consultant shall devote such
time and effort to providing the Services as is reasonably necessary to comply with the terms of this Agreement; provided that
Consultant shall determine the time allocated to providing the Services and the manner in which the Services are provided.


 


IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 on the date first above written.


 


	CLIENT:	 
	Mesa Pharmacy, Inc.	 
	 	 	 
	By:	/s/
    Edward Kurtz	 
	Name:	Edward
    Kurtz	 
	Its:	Chief
    Executive Officer	 
	 	 	 
	CONSULTANT:	 
	Products for Doctors, Inc.	 
	 	 	 
	By:	/s/
    Richard Valenta	 
	Name:	Richard
    Valenta	 
	Its:	Chief
    Financial Officer