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EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (the Agreement) is dated as
of the 12th day of March, 2010 (the Effective Date)

BETWEEN:

> NATAC BIOTECH S.L., a Spanish corporation
>           having an address at Calle Ana de Austria, 7 ptl 2 -2D, Boadilla del
>           Monte, Madrid, Spain.
>         (hereinafter called Natac)

OF THE FIRST PART

AND:

> CALECO PHARMA INC., a Nevada corporation
>           having an address at Suite 410  103 East Holly Street, National
>           Bank Building, Bellingham, WA 98225.
>         (hereinafter called Caleco)

OF THE SECOND PART

WHEREAS:

A.          Natac
owns the rights to the products set out in the attached Schedule A (the
Products);

B.          Caleco
desires to acquire an exclusive license to use, commercialize, market and
distribute the Products in the Territory; and

C.          Natac
is willing to grant an exclusive license on the Products to Caleco for such use,
upon the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:

**1.**    
    **DEFINITIONS**

In this Agreement, the following words and phrases shall have
the following meanings:

Affiliate means any company, corporation, partnership,
limited liability company, trust or other business entity that directly or
indirectly controls, is controlled by, or is under common control with a
designated person or entity, and for such purpose control shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
management and policies of the entity, whether through the ownership of voting
securities, by contract or otherwise.

Cost of Manufacturing means the cost recognized by the
Natac from the manufacturing of the Products, calculated in accordance with
International Financial Reporting Standards.

Exclusive License has the meaning set forth in Section
2.1 of this Agreement.

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First Commercial Sale means the initial sale by or on
behalf of Caleco of the Products to a third party.

Improvement means any modification or variant of the
Products and/or the Technology, whether patentable or not, which, if
manufactured, used, or sold, would fall within the scope of the Products and/or
Technology.

Intellectual Property means all copyrights, patent
rights, trade secret rights, trade names, trademark rights, process information,
technical information, designs, drawings, inventions and all other intellectual
and industrial property rights of any sort related to or associated with the
Products and/or the Technology.

Know-how means all know-how, knowledge, expertise,
inventions, works of authorship, prototypes, technology, information, know-how,
materials and tools relating thereto or to the design, development, manufacture,
use and commercial application associated with the Products and/or the
Technology.

Net Sales means the gross amounts invoiced by or on
behalf of Caleco, its Affiliates and their respective sublicensees for sales of
the Products to third parties that are not Affiliates or sublicensees of the
selling party (unless such Affiliate or sublicensee is the end user of such
Product, in which case the amount billed therefor shall be deemed to be the
amount that would be billed to a third party end user in an arms length
transaction), less the following deductions, determined in accordance with
Calecos standard accounting methods as generally and consistently applied by
Caleco and without duplication, to the extend included in the gross invoiced
sales price of any Product or otherwise directly paid or incurred by Caleco, its
Affiliates or sublicensees with respect to the sale of such Product: (a) normal
and customary trade and quantity discounts actually allowed and property taken
directly with respect to sales of Product; (b) amounts repaid or credited by
reasons of defects, rejection, recalls, returns, field destroys, rebates and
allowances of goods specifically identifiable to the Product; (c) chargebacks
and other amounts paid on sale or dispensing of such Product; (d) amounts
payable resulting from governmental, regulatory or agency mandated rebated
programs; (e) tariffs, duties, excise, sales, value-added and other taxes (other
than taxes based on income); (f) retroactive price reductions that are actually
allowed or granted; (g) cash discounts actually granted for timely payment; (h)
delayed ship order credits actually granted; (i) amounts repaid or credited for
uncollectible amounts on previously sold products; (j) any other specifically
identifiable amounts included in gross amounts invoiced for Products, to the
extent such amounts are customary exclusions from net sales calculations in the
pharmaceutical industry for reasons substantially equivalent to those listed
above and are reasonable in amount relate to similar deductions by Caleco in
calculation net sales of its other products.

Products means those products described in detail in
Schedule A.

Reporting Quarter means each respective period of
three (3) consecutive months ending on January 31, April 30, July 31 and October
31.

Royalty has the meaning set out in section 4.1 of this
Agreement.

Technology means the technology utilized by the
Products developed by Natac, including all Intellectual Property, Know-How,
Improvements related thereto and all related trademarks, patents, patent
applications, copyrights and trade secrets.

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Territory means all countries located in North America
and South America including, but not limited to, Anguilla, Antigua and Barbuda, Argentina, Aruba,
Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, British Virgin Islands,
Canada, Cayman Islands, Chile, Colombia, France Clipperton Island, Costa Rica,
Cuba, Dominica, Dominican Republic, Ecuador, El Salvador, the Falkland Islands,
French Guinea, Greenland, Grenada, Guadeloupe, Guatemala, Guyana, Haiti,
Honduras, Jamaica, Martinique, Mexico, Montserrat, Netherlands Antilles,
Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Barthélemy, Saint Kitts,
Saint Lucia, Saint Martin, Saint Pierre and Miquelon, Saint Vincent and the
Grenadines, Suriname, Trinidad and Tobago, United States of America, Uruguay and
Venezuela.

Unitmeans one 10 gram package of each Product.

**2.**        
**GRANT OF EXCLUSIVE LICENSE**

2.1        Natac grants to
Caleco an exclusive right and license to enjoy, commercialize and exploit, use
and sell the Products in the Territory.

2.2        In consideration
of the grant of the Exclusive License, Caleco shall pay to Natac the Royalty.

**3.**        
**ROYALTY**

3.1        Caleco shall pay
to Natac a royalty (the Royalty) on the sale of the Products by Caleco equal
to 5% of the Net Sales.

3.2        The Royalty shall
be calculated and reported for each Reporting Quarter, commencing on April 30,
2010. For each Reporting Quarter, whether or not a payment is due for such
reporting period, reports shall be provided to Natac fifteen (15) days after the
end of each Reporting Quarter. All payments due to Natac as a result of Net
Sales by Caleco under this Agreement shall be payable thirty (30) days of the
end of each Reporting Quarter.

3.3        All payments
hereunder shall be payable in United States dollars by wire transfer in
immediately available funds to a bank and account designated in writing by
Natac, unless otherwise specified in writing by Natac.

**4.**        
**RIGHT TO SUBLICENSE**

4.1        Caleco shall have
the right during the continuance of this Agreement to enter into agreements with
other persons, firms or corporations, giving and granting to them or any of them
the right to enjoy, commercialize and exploit, use and sell the Products in the
Territory on such terms as Caleco shall deem proper.

4.2        Upon entering
into a sub-license agreement, Caleco shall immediately provide a copy of the
agreement to Natac.

**5.**        
**PRODUCT SUPPLY AND PRICES**

5.1        Natac, or any
third party manufacturer approved by Natac, shall manufacture and supply the
Products for the sale and distribution by Caleco, its Affiliates or its
sublicensees in accordance with this Article 5.

5.2        Natac, or any
third party manufacturer approved by Natac, shall perform the manufacturing and
supply in accordance with United States and European good manufacturing practice
and shall perform quality control and quality assurance that is
reasonable and customary in the pharmaceutical and biotechnology industry for
companies engaged in comparable activities.

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5.3        The purchase of
the Products by Caleco from Natac shall be governed by the following provisions:

| | (a) | Caleco shall place orders to purchase the Products from
      Natac by giving Natac written notice (each written notice being an
      "Order") detailing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | All purchase orders from Caleco are subject to acceptance
      by Natac, in its discretion, at its principal office in Madrid, Spain.
      Each accepted purchase order gives rise to a contract under the terms set
      forth herein to the exclusion of any additional or contrary terms set
      forth in Calecos purchase order.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | All deliveries of the Products manufactured or supplied
      by Natac will be Ex Works at Natacs manufacturing or warehouse facility,
      currently in Spain, or as designated in the future by Natac. All risk of
      damage to or loss or delay of the delivery of Products will pass to Caleco
      immediately after the Products are loaded onto Calecos carrier at the Ex
      Works location. Natac may, if specifically requested by Caleco, assist
      Caleco with shipping arrangements for the ordered Products, but at the
      responsibility of Caleco. Caleco will insure each shipment of Products for
      the full invoiced amount from the time of loading the Products onto
      Calecos carrier at the Ex Works location until Caleco has paid Natac for
      such Products in full. Natac will be reflected as a loss payee in the
      associated insurance contract.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | No accepted purchase order may be modified or cancelled
      except by written agreement of both parties. Mutually agreed change orders
      will be subject to all provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | Natac shall provide the quantities and type of the
      Products set out in the Order to the Ex Works location with all reasonable
      endeavors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | The final price to be paid by Caleco for the Products
      purchased from Natac shall be no more than the: (i) the Cost of
      Manufacturing, PLUS (ii) a gross margin that is equal to the average
      industry standard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | For each shipment of the Products to Caleco, Caleco shall
      make payment in Euros to Natac no later than thirty (30) days after
      presentation of the invoice with respect to a shipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | Natac shall not be obligated to ship Products against
      accepted orders in the event all or any portion of any outstanding account
      receivable from Caleco remains unpaid after its due
date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

5.4        Caleco shall
purchase a minimum of 300,000 Units of the Products from Natac each year commencing with the calendar year of 2011.

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**6.**        
  **MARKETING AND SALE OF PRODUCTS**

6.1        Caleco shall be
responsible for all costs associated with the development, distribution and sale
of the Products in the Territory.

6.2        During the term
of this Agreement, Caleco shall use commercially reasonable efforts to
distribute and sell the Products in the Territory.

6.3        The First
Commercial Sale of the Products in the Territory by Caleco must occur by March
31, 2011.

**7.**        
**CLINICAL TRIAL**

7.1        Within one year
of the Effective Date, Caleco shall at its sole expense commence and then
diligently continue to pursue to completion a clinical trial or trials for the
purpose of supporting the effectiveness of the Products (the Clinical Trial).
The Clinical Trial will have a protocol designed by Caleco in compliance with
rules and regulations of the United States Food and Drug Administration and
acceptable to Natac. All clinical trial results from clinical trials conducted
by either Caleco or Natac shall be available to both parties who may use them
for their individual purposes.

**8.**        
**TITLE TO INTELLECTUAL PROPERTY / IMPROVEMENTS**

8.1        The Technology
included in the Products shall remain the property of Natac subject to the
Exclusive License granted by this Agreement. Natac shall, upon demand, execute
and deliver to Caleco such documents as may be deemed necessary by counsel for
Caleco for filing in appropriate government offices to evidence the granting of
the Exclusive License.

8.2        All inventions
arising from a partys activities under this Agreement, including patent
applications and patents covering such inventions (collectively, Inventions),
made solely by employees or consultants of a party to this Agreement shall be
owned by such party.

8.3        All Inventions
  made jointly by employees or consultants of both parties (Joint Inventions)
  arising from activities under this Agreement shall be owned by Caleco. Caleco
  shall assume responsibility for the preparation, filing, prosecution and maintenance
  of all registered intellectual property covering Joint Inventions. Unless otherwise
  agreed, Caleco shall pay the expenses of such preparation, filing, prosecution
  and maintenance.

8.4        Ownership of all
  Inventions made jointly by employees or consultants of both parties (Joint
  Inventions) arising from activities not under this Agreement shall be
  determined by a separate agreement entered into by the parties.

8.5        Caleco shall have
the right to brand the Products using trademarks and trade names that it
determines appropriate for the Products, which may vary by country or within
country (the Product Marks). Caleco shall register and maintain the Product
Marks in the countries and regions it determines as reasonably necessary. Caleco
shall own all Product Marks in the countries located in the Territory. Caleco
and Natac shall jointly own all Product Marks in the countries located outside
the Territory.

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**9.**        
**TECHNICAL ASSISTANCE**

9.1        Natac shall, at
Calecos request and expense, provide technical assistance to Caleco within
fifteen (15) days of a request by Caleco to provide such assistance.

9.2        Upon Calecos
request, Natac shall provide to Caleco its technical and scientific information
of the Products and/or the Technology to assist Caleco in its commercialization,
development, distribution and sale of the Products and/or the Technology. Natac
shall only be required to provide Caleco with such information that is already
in the public domain.

**10.**       **INFRINGEMENT OF THIRD PARTY PATENTS OR TRADEMARKS**

10.1      If any complaint alleging
infringement or violation of any Trademark or other proprietary rights is made
against Natac or its customers, licensees or sub-licensees in respect of the
manufacture, use or sale of Products in any country in the Territory, then the
following procedure shall be adopted. Caleco shall promptly upon receipt of any
such complaint notify Natac of same, and shall throughout the pendency of such
complaint keep Natac fully informed of the actions and positions taken by the
complainant and taken and proposed to be taken by Caleco. Natac may elect to
participate formally in any litigation involving the complaint, to the extent
that the court permits, but any additional expenses generated by such formal
participation shall be borne entirely by Natac (subject to the possibility of
recovery of some or all of such additional expenses from the complainant).

**11.**      
**TERM AND TERMINATION**

11.1      The Exclusive License will
be for a term of twenty years (the Term) from the date this Agreement is
executed, unless sooner terminated in accordance with the provisions of this
Agreement.

**12.**      
**DEFAULT**

12.1      If Caleco is in default of
any material obligation under this Agreement, then Natac may give notice of
default (a Notice of Licensee Default) to Caleco. Upon receipt of a Notice of
Licensee Default and subject to Calecos right to arbitrate a dispute as to a
default, Caleco will have a period in which to remedy the default (a Licensee
Remedy Period). Caleco Remedy Period will equal thirty (30) days if the default
relates to non-payment of the Royalty. Caleco Remedy Period will equal sixty
(60) days in any other case.

12.2      If Caleco disputes that it
is in default, it may give a notice to arbitrate to Natac (a Notice to
Arbitrate). A Notice to Arbitrate must be given within the applicable Licensee
Remedy Period. If Caleco delivers a Notice to Arbitrate, then the dispute will
be arbitrated in accordance with the arbitration provisions of this Agreement
and Caleco Remedy Period will be suspended until such time as the arbitrator
reaches a decision. If the arbitrator determines that Caleco is not in default
of its obligations under this Agreement, then Caleco will be deemed not to be in
default of its obligations under this Agreement. If the arbitrator determines
that Caleco is in default of its obligations under this Agreement, then Caleco
Remedy Period will be deemed to re-commence on the date of the decision of the
arbitrator and Caleco will have either thirty (30) or sixty (60) days, as
applicable, to remedy the default.

12.3      If Caleco fails to remedy a
default within the applicable Licensee Remedy Period, then the Exclusive License
will terminate and Caleco will pay the costs of the arbitration.

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12.4      If Natac is in default of
any material obligation under this Agreement, then Caleco may give notice of
default (a Notice of Licensors Default) to Natac. Upon receipt of a Notice of
Licensors Default and subject to Natacs right to arbitrate a dispute as to a
default, Natac will have a period of sixty (60) days in which to remedy the
default (an Licensors Remedy Period).

12.5      If Natac disputes that it is
in default, Natac may give a notice to arbitrate to Caleco (a Notice to
Arbitrate). A Notice to Arbitrate must be given within the applicable
Licensors Remedy Period. If Natac delivers a Notice to Arbitrate, then the
dispute will be arbitrated in accordance with the arbitration provisions of this
Agreement and Natacs Remedy Period will be suspended until such time as the
arbitrator reaches a decision. If the arbitrator determines that Natac is not in
default of its obligations under this Agreement, then Natac will be deemed not
to be in default of their obligations under this Agreement. If the arbitrator
determines that Natac is in default of its obligations under this Agreement,
then Natacs Remedy Period will be deemed to commence on the date of the
decision of the arbitrator and Natac will have thirty (30) to remedy the
default.

12.6      If Natac fails to remedy a
default within the applicable Licensors Remedy Period, then the obligation of
Caleco to pay the Royalty will be suspended until such time as the default is
remedied by Natac, provided that Caleco will be entitled to deduct any damages
arising from the default from any future payment of the Royalty, and Natac will
pay the costs of the arbitration.

**13.**      
**ARBITRATION OF DISPUTES**

13.1      Arbitration of any dispute,
controversy or claim arising out of or in connection with this Agreement, or the
breach, termination or invalidity thereof, the parties renounce expressly to any
other applicable jurisdiction, and submit to arbitration of law before the
International Chamber of Commerce of Paris. Any matter presented for arbitration
will be settled by arbitration proceedings conducted by one arbitrator. The
decision of the arbitrator as to any matter in dispute under this Agreement will
be binding and conclusive upon the parties. The decision of the arbitrators will
be rendered in writing and will include the basis for the decision. Execution of
the judgment upon any award rendered by the arbitrator may be entered in any
court having jurisdiction.

**14.**      
**ASSIGNMENT**

14.1      Subject to approval of
Natac, which approval shall not be unreasonably withheld, Caleco shall have the
right to assign its entire interest in the Agreement, subject to the provision:

| | (a) | If the assignment is for cash consideration only, with no
      royalty payable, Caleco will be entitled to retain 90% of the cash payment
      with 10% being paid to Natac; and                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                     
| | (b) | If the assignment is for cash consideration and a royalty
      payment, Caleco will be entitled to retain 90% of the cash consideration
      and royalty payment with 10% of the cash consideration and royalty payment
      being paid to Natac.

14.2      Natac shall have the right
to assign its interest or partial interest in the Agreement to a third
party.

14.3     The assigning party
shall provide the other party with prompt written notice of any such assignment.
Any permitted assignee shall assume all obligations of its assignor under this
Agreement, and no permitted assignment shall relieve the assignor from liability
hereunder. Any attempted assignment in contravention of the foregoing shall be
void.

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**15.**      
**CONFIDENTIALITY**

15.1      For the purposes of this
Article, the following terms shall have the meanings set forth below:

| | (a) | Natac Information means all information, other than
      information in published form or expressly designated by Natac as
      non-confidential, which is directly or indirectly disclosed to Caleco or
      embodied in the Products and the Technology provided or manufactured by or
      for Natac, regardless of the form in which it is disclosed, relating in
      any way to Natacs markets, customers, products, patents or other
      intellectual property rights, inventions, procedures, methods, know-how,
      designs, customers, customer lists, strategies, plans, assets,
      liabilities, costs, revenues, profits, organization, employees, agents,
      distributors, or business in general.   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Caleco Information means all information, other than
      information in published form or expressly designated by Caleco as
      non-confidential, which is directly or indirectly disclosed to Natac or
      embodied in the Products and the Technology provided or manufactured by or
      for Caleco, regardless of the form in which it is disclosed, relating in
      any way to Calecos markets, customers, products, patents or other
      intellectual property rights, inventions, procedures, methods, know-how,
      designs, customers, customer lists, strategies, plans, assets,
      liabilities, costs, revenues, profits, organization, employees, agents,
      distributors, or business in general.

15.2      Caleco agrees to hold in
strict confidence and not to use, disseminate or disclose any Natac Information,
both during and after the term of this Agreement, for any purpose other than as
permitted or required for performance by Caleco hereunder. Nothing herein will
prevent Caleco from using, disclosing or authorizing the disclosure of any Natac
Information: (i) which is, or hereafter becomes, part of the public domain; (ii)
to file, prosecute or defend litigation in accordance with the provisions of
this Agreement; or (ii) to comply with applicable laws, regulations (including
those of the United States Securities Exchange Commission) or court orders.
Caleco understands and agrees that the remedies at law would be inadequate in
the case of any breach of the covenants contained in this Section and agrees
that Natac will be entitled to equitable relief, including the remedy of
specific performance, without posting of bond or other security, with respect to
any breach or attempted breach of such covenants.

15.3      Natac agrees to hold in
strict confidence and not to use, disseminate or disclose any Caleco
Information, both during and after the term of this Agreement, for any purpose
other than as permitted or required for performance by Natac hereunder. Nothing
herein will prevent Natac from using, disclosing or authorizing the disclosure
of any Caleco Information: (i) which is, or hereafter becomes, part of the
public domain; (ii) to file, prosecute or defend litigation in accordance with
the provisions of this Agreement; or (ii) to comply with applicable laws,
regulations (including those of the United States Securities Exchange
Commission) or court orders. Natac understands and agrees that the remedies at
law would be inadequate in the case of any breach of the covenants contained in
this Section and agrees that Caleco will be entitled to equitable relief,
including the remedy of specific performance, without posting of bond or other
security, with respect to any breach or attempted breach of such covenants.

15.4      Any press releases or other
public announcements related to this Agreement shall be reviewed in advance by,
and subject to the approval of, both parties; provided, however, that either
party may, without the consent of the other, (i) disclose the existence and
general subject matter of this Agreement without the other partys approval; and
(ii) disclose the terms of this Agreement as required to comply with applicable securities laws.

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-9-

**16.**      
  **INDEMNIFICATION**

16.1****     Natac shall
indemnify, hold harmless, defend and protect Caleco and its Affiliates,
sublicensees, successors, assigns, employees, representatives and agents
(Caleco Indemnitees) from and against any and all claims, causes of
action, costs, expenses, losses, damages and liabilities (including, without
limitation, reasonable attorneys fees) (Losses) imposed upon Caleco
Indemnitees by a third party arising out of or resulting from (i) the
manufacturing and supply of the Products by Natac; (ii) any defect in the
Products manufactured and supplied by Natac; (iii) Natacs performance under
this Agreement, (iv) a breach of any of its warranties or obligations under this
Agreement, or (v) any negligence, fraud, willful default, or breach of statutory
duty of or by Natac, its officers, employees, agents or contractors by
Natac.

16.2      Caleco shall indemnify, hold
harmless, defend and protect Licensor and its Affiliates, successors, assigns,
employees, representatives and agents (Natac Indemnitees), from and
against any and all Losses imposed upon Natac Indemnitees by a third party
arising out of or resulting from (i) the sale of the Products under this
Agreement by Caleco; (ii) Calecos performance under this Agreement; (iii) a
breach of any of its warranties or obligations under this Agreement, or (iv) any
negligence, fraud, willful default, or breach of statutory duty of or by Caleco,
its officers, employees, agents or contractors.

16.3      In no event shall either
party to this Agreement be liable to the other (including its officers,
directors, employees and/or agents) for any indirect, special, incidental or
consequential damages whatsoever, including, without limitation, damages in the
nature of lost profits or business interruption, whether arising in contract
(including fundamental breach), tort (including negligence) or otherwise, even
if the other party was advised of the possibility of such damages, or whether
such damages were foreseeable.

**17.**      
**INSURANCE**

17.1      Upon delivery of the
Products to Caleco, Caleco shall obtain and maintain, at its sole cost and
expense, general liability insurance in connection with the sale and
distribution of the Products in the Territory in amounts, that are reasonable
and customary in the United States pharmaceutical and biotechnology industry for
companies engaged in comparable activities. It is understood and agreed that
this insurance shall not be construed to limit Calecos liability with respect
to its indemnification obligations hereunder.

17.2      Upon delivery of the
Products to Caleco, Natac shall obtain and maintain, at its sole cost and
expense, general liability insurance in connection with the manufacture and
supply of the Products in amounts, that are reasonable and customary in the
United States pharmaceutical and biotechnology industry for companies engaged in
comparable activities, designating Caleco as an additional insured under such
insurance. It is understood and agreed that this insurance shall not be
construed to limit Natacs liability with respect to its indemnification
obligations hereunder.

17.3      Each party will, except to
the extent self insured, provide to the other party upon request a certificate
evidencing the insurance such party is required to obtain and keep in force
under this Section 17.3. Each party will notify the other party at least thirty
(30) days prior to the expiration or cancellation of such insurance, or any
reduction in coverage thereunder.

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-10-

**18.**      
**REPRESENTATIONS AND WARRANTIES**

18.1        Natac represents
and warrants to Caleco that:

| | (a) | The execution and delivery of this Agreement by Natac has
      been duly authorized. The person executing this Agreement on behalf of
      Natac has full and proper authorization to execute same, and this
      Agreement is the valid and binding agreement of Natac and is enforceable
      against Natac in accordance with its terms;                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | Natac warrants that the Technology and Products are
      genuine and valid, that it has sole title to them, and full right,
      authority and power to enter into this Agreement, and that it shall
      indemnify and save harmless Caleco against any and all rights and
      contracts that may be held or claimed by others;                             
| |     |                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | Natac is not aware of any pending or threatened
      litigation (and has not received communications) that alleges that such
      partys activities related to this Agreement have violated, or that by
      conducting the activities as contemplated herein such party would violate,
      any of the intellectual property rights of any other person; and
| |     |                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | All necessary consents, approvals, authorizations of all
      government authorities and other persons or entitles required to be
      obtained by such party in connection with the Agreement have been
      obtained.                                                                                                                                        

18.2        Caleco
represents and warrants to Natac that:

| | (a) | Caleco is a corporation that is duly formed, organized,
      validly existing and in good standing under the laws of its jurisdiction
      of formation; and                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (b) | The execution and delivery of this Agreement by Caleco
      has been duly authorized. The person executing this Agreement on behalf of
      Caleco has full and proper authorization to execute same, and this
      Agreement is the valid and binding agreement of Caleco and is enforceable
      against Caleco in accordance with its terms.

**19.**        
**MISCELLANEOUS PROVISIONS**

19.1        No cancellation,
modification, amendment, deletion, addition or other change in this Agreement or
any provision hereof, or waiver of any right or remedy hereby provided, shall be
effective for any purpose unless specifically set forth in writing, signed by
the party to be bound thereby. No waiver of any right or remedy in respect of
any occurrence or event on one occasion shall be deemed a waiver of such right
or remedy in respect of such occurrence or event on any other occasion.

19.2        This Agreement
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Nevada.

19.3        The headings are
inserted solely for convenience of reference and shall not be deemed to restrict
or modify the meaning of the Articles to which they pertain.

19.4****      
This Agreement constitutes the entire agreement between the parties with respect
to all matters herein contained, and its execution has not been induced by, nor
do any of the parties hereto rely upon or regard as material, any
representations or writings whatsoever not incorporated herein and made a part hereof.

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-11-

This Agreement shall not be
amended, altered or qualified except by an instrument in writing, signed by all
parties hereto and any amendments, alterations or qualifications hereof shall
not be binding upon or affect the rights of any party who has not given its
consent in writing.

19.5        The division of
this Agreement into articles and sections is for convenience of reference only
and shall not affect the interpretation or construction of this Agreement.

19.6        In the event
that any of the covenants herein contained shall be held unenforceable or
declared invalid for any reason whatsoever, such unenforceability or invalidity
shall not affect the enforceability or validity of the remaining provisions of
this Agreement and such unenforceable or invalid portion shall be severable from
the remainder of this Agreement.

19.7        In the event of
an inability or failure by any party by reason of any fire, explosion, war,
riot, strike, walk-out, labour controversy, flood, shortage of water, power,
labour transportation facilities or necessary materials or supplies, default or
power failure of carriers, breakdown in or the loss of production or anticipated
production from plant or equipment, act of God or public enemy, any law, act or
order of any court, board, government or other authority of competent
jurisdiction, or any other direct cause (whether or not of the same character as
the foregoing) beyond the reasonable control of the party, then the party shall
not be liable to the other party and will not be deemed to be in default during
the period and to the extent of such inability or failure.

19.8        Any notice
required or permitted to be given hereunder shall be in writing and shall be
effectively given if:

| | (a) | Delivered personally;                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                         
| | (b) | Sent by prepaid courier service or mail;                                                                                
| |     |                                                                                                                         
| | (c) | Sent prepaid by telecopiers, fax, telex or other similar
      means of electronic communication; or                    
| |     |                                                                                                                         
| | (d) | Addressed to the relevant party at the address/fax number
      shown for that party at the beginning of this
Agreement.

Any notice so given shall be deemed conclusively to have been
given and received when so personally delivered or, if sent by telex, fax,
telecopier or other electronic communication, on the first business day
thereafter, or if sent by mail on the third business day thereafter. Any party
may change any particulars of its address/fax number for notice by notice to the
others in the manner above described.

19.9        Time shall be of
the essence of this Agreement.

19.10      This Agreement shall enure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

19.11      The relationship
between Natac and Caleco is, and during the term of this Agreement shall be that
of independent contractors. No party shall be deemed a legal representative or
agent of the other party for any purpose and shall have no right or authority to
assume or create in writing or otherwise, any obligation of any kind, express or
implied, with respect to any commitments, in the name of the other party or on
behalf of the other party, unless given with the express written authority of such party. Furthermore, the relationship among
Natac and Caleco hereunder shall not constitute a joint venture, general
partnership or similar arrangement.

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-12-

19.12      This agreement may be
executed in one or more counterparts, each of which so executed shall constitute
an original and all of which together shall constitute one and the same
agreement.

IN WITNESS WHEREOF the parties hereto have executed this
Agreement and as of the date and year first above written.

|NATAC BIOTECH S.L.                |  | CALECO PHARMA CORP.              
|--------------------------------- |  | ---------------------------------
|by its authorized signatory       |  | by its authorized signatory:     
|                                  |  |                                  
|                                  |  |                                  
|/s/ Lourdes
      Márquez Ortiz   |  | */s/ John Boschert*              
|Signature of Authorized Signatory |  | Signature of Authorized Signatory
|                                  |  |                                  
|Lourdes Márquez
      Ortiz       |  | John
      Boschert              
|Name of Authorized Signatory      |  | Name of Authorized Signatory     
|                                  |  |                                  
|President                         |  | President                        
|Position of Authorized Signatory  |  | Position of Authorized Signatory 

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SCHEDULE A

to that Exclusive License Agreement dated as of March 12, 2010

LIST OF PRODUCTS

Product Code
    Product Identifying Number
    Description of ProductAOF
    N10500101
    Antioxidant formulaAH-FLO
    N10500501
    Cardiovascular health extractJHF
    N10500201
    Herbal formula for joint healthHGF
    N10500301
    Formula for reduction of a chronic disease
      risk factorNB-VAL40
    N10500401
    Sedative formula based in valerian extract


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