In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Input: Consider Input: SeattleSoftwareDevelopers

SOFTWARE DEVELOPMENT AGREEMENT

PELICAN DELIVERS iOS APPLICATION  ENHANCEMENTS & WEB APPLICATION  DEVELOPMENT PHASE 1 4 102nd Ave NE Suite 300 Bellevue, WA 98004 (425) 256-2815 julian@seattlesoftwaredevelopers.com www .seattlesoftwaredeveIopers.com

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





STATEMENT OF WORK - APPENDIX A This Statement of Work is issued to and made part of that Software Development Agreement executed by and between Developer and Client on the Effective Date (the Agreement). Any word or phrase not otherwise defined in this Appendix will have the meaning ascribed in the Agreement.

1. Project Overview The purpose of this project is to develop additional features for the Pelican Delivers software. This includes POS integration, Google Maps API, payment processing features, ID verification, reporting, driver app improvement and workflow, and a front facing web application for customers to find, order, and receive products via deliver or pickup.

2. Specifications Number of applications included in Phase 1:1 Tech Stack: iOS (Objective - C or Swift), PhP, MySQL, AWS Hosting, jQuery, and JavaScript language: English Design: Custom to client

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





3. Delivery Schedule Based on the current requirements and this SOW, Seattle Software Developers estimates that this project will take around six [4] months of development, testing, and deployment. This estimate may change depending on unforeseen circumstances or requirements. We estimate that the website (Customer Portal) will take 3 months to complete because this will be the priority.

4. Fee Payment Schedule Fees: The Fees for the Project shall be $279,000.00 Payment Schedule: Client shall pay Developer: 20% Deposit ($55,800.00) to be paid at the start of the project. 20% ($55,800.00) to be paid upon completion of Milestone #1. 20% ($55,800.00) to be paid upon completion of Milestone #2. 20% ($55,800.00) to be paid upon completion of Milestone #3. 20% ($55,800.00) to be paid upon completion of Milestone #4.

*Milestone Delivery Schedule for Phase 1

Milestone #1 -January 1st, 2019 Milestone #2- February 1st, 2019. Milestone #3 - March 1st, 2019. Milestone #4 - April 1st, 2019.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





5. Statement of Work Website (Customer Portal) Users will be able to go to the Pelican Delivers front-end website and easily search, browse, and order cannabis. Before a user can gain access to the website, they must first verify their birthday (users must be 21 and over to even view the website). · Header o There will be a header with a few basic informal menu items such as Home, How It Works, Features, etc. o To the very right there will be a Login/ Signup button and My Cart · Login / Signup o This will prompt the user to either Login or Signup for a new account o Login will ask the user for their email ID and password § If users have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email · New users can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday · Profile o After the user logs in they can view their profile which will allow them to: § Edit their profile information § Add and verify their ID § Add delivery addresses § Select current delivery address o Users shall also be able to add their payment information § This is where the application will use Daily Pay and link to the customers bank · My Orders o Users can view their open orders, processing orders, in progress orders, and delivered § Open order - Customer has clicked checkout but has not paid, app is searching for drivers to fulfill the order.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





§ Processing order - A driver has accepted the delivery request and the dispensary has been alerted to prepare the products for pickup. Payment has been successfully submitted by the customer. § In progress order -The driver has purchased the product from the vendor and is now on the way to delivering the product to the customer. § Delivered order -The driver has delivered the product to the customer and the customer has confirmed receipt of the order. o Users can also access their history and re-order the same products from a dispensary. This feature clears their current cart and populates it with the products from the previous order. · Search o The search bar will be powered by Google Maps o Search results will vary depending on the user's current delivery address in their profile or they can search another address in the search field o Results can be viewed in either a Map View or a List View o The only dispensaries that will be displayed are ones that can delivery to that address and are open. Closed stores will be displayed at the bottom of the screen and be grayed out o Results will have the dispensaries logo, name, address, phone number, and open hours · Selecting Dispensary o When users select a dispensary, they'll be able to search for products, navigate through categories, view products details (farm, THC, CBD, etc.), and change the size of the item o To order a user can hover over the item and click Add to Cart o Once a product has been added to cart, the My Cart in the header will update o By going to My Cart users can check-out and pay · Payment o Users will pay by linking their bank accounts via Evergreen Gateway o Account information will be stored and used for future orders o Once payment is confirmed users may proceed to completing their order · Age / ID Verification o After payment is confirmed users must upload their government issued ID and a selfie o Trulioo will verify if the issued ID is valid and if the selfie matches the ID o Once verification is completed the user will be able to complete the order · Check out o If customer ID has been verified and the customer's cart is confirmed, the application will search for nearby drivers. § If a driver is found, the driver can either accept of decline the order · Drivers will be notified one at a time (queue system), with the river closest to the dispensary being notified first, then the next driver, etc. · Each driver will have a set amount of time (e.g. 10 seconds) to accept or reject the order, or the order will automatically be rejected by time and the lack of response will be recorded for future reference/internal driver ranking in the future. § If the driver accepts, the dispensary will be notified of the order § If the driver declines, the application will look for another drive

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o If no drivers are found, users will not be charged and will have the option to pick up the order in-store or browse for a new dispensary o If an order is accepted the dispensary will begin preparing the product for the driver to pick up o Customers will receive updates on the status of their order via SMS, email, or website Dispensary Portal Before dispensaries can access their account, they must provide the owners first and last n me, email, phone number, OBA, License Number, and upload a picture of their license. This process can be submitted manually or through an online form. Once Pelican verifies all their information, Pelican administrators can authorize the dispensaries account and the dispensary will be given credentials to access the dispensary portal. The application will have a database of business and license information provided by Pelican to help automate the verification process, however Pelican administrators must still manually authorize new dispensaries. · POS System o The application will tie into the dispensaries POS system and pull the inventory, product details, price, and quantity o The application will pull data from the POS system once every 1-2 hours o If a product is low, it will not be displayed on the front-end website or mobile apps § The low quantity can be defined by the dispensary § Ability for dispensary owner to input Username and Password for PO system connection using the Greenbits login to authenticate and connect. · Notifications o The application will notify dispensaries when an order comes through via § Email § Portal Notification § New orders will be listed at the top of the list · Orders o Dispensaries will be able to view the status of an order. New orders will be at the top of the list. The order will either be for pickup or delivery. § If the order is for pick up the dispensary just needs to prepare the order and wait for the customer to arrive § If the order is for delivery the dispensary will prepare the order and view the driver associated to that order § Once the driver comes in to pay and pick-up the order the dispensary ill verify the driver by matching the order ID and having the driver release funds for the purchase § After funds have been released the status of the order will be automatically updated and the dispensary the driver will begin delivering the product to the customer

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o Dispensaries can run basic reports on orders § Products § Dates § Product / Product Details § Quantity § Product Size § Delivery Address I City § Revenue · Products o Products will be populated by pulling inventory from POS system § Script will run every 1-2 hours to update the inventory o Have the ability to associate multiple images to products Admin Portal · Verifications o Admins will manually verify new dispensaries that sign-up by reviewing their uploaded documents § Once verified they can select Approved and that will grant the dispensary access to the portal · If accepted, it will send an automated email to the dispensary notifying them § Admins can decline the application. · If declined it will send an automated email to the dispensary notifying them o Driver ID and License verification § Driver applications displayed here with uploaded licenses · Drivers will have to fill out and upload a 1099 or w-9 tax document. · Once all documents are verified a green check mark next to background check will appear · Reports Reports will be very basic for phase 1. Seattle Software Developers will try their best to complete the following features in Phase 1 but will not be penalized if they are pushed to Phase 2. o Dispensary orders by history/volume over custom time periods o Order Details broken down by dispensary o Driver transaction history · User management o User creation/management for dispensaries, drivers and customers, including viewing basic profile information and password resets. o Ability to add funds to driver, dispensaries and customers to their Pelican accounts.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





Back-end Development · Evergreen Gateway o Customer payments go into Evergreen Gateway o Payments are distributed from Evergreen Gateway via Daily Pay to drivers and dispensaries · Daily Pay o Customer orders the product and pays Pelican through Evergreen Gateway. o Payment is held in Pelican's escrow account in Evergreen Gateway. o Order goes into a pending / processing status. o When the driver goes to pick up the product, he/she brings up the order and hits release funds in the phone after verifying the order. o The money goes to the dispensaries Daily Pay account, and they can withdraw from the Evergreen Gateway accounts through the daily pay application / APL o When the driver delivers the order and customer acknowledges order received, then the driver and Pelican get paid. o Stores and Drivers will both have Daily Pay accounts tied to their bank accounts. o Driver will scan the customers ID using the Trulioo API right before they handle the delivery to the customer. After this last ID check, the transaction will be completed. · Trulioo o Will be used to verify government issued IDs o Compare and match users ID with selfie's o Make sure users are of age · Twilio o Will be used for client to customer communication during an order · Payouts, Subscription fees, flat fees, commissions fees § Commission fees - 25% commission on delivery orders. Admin will have the ability to change the % or fee based on dispensary § Flat fees - $1 in store pickup orders through the app or website § Subscription Fee - $500 a month subscription per store · Top sponsors will pay $750 instead of $500 § Withdrawing Fee - $1 fee added to the existing daily pay fees § Delivery fee - 20% of delivery fee will go to Pelican. 80% will go to driver · Integrating with Dispensaries POS system o Dispensaries menu should be searchable for web. o Spider / crawling SEO o Only working on integrating with Greenbits for phase 1 · State Module - Creating state rules o Legal age to purchase o State is recreational or medical or both o Purchase limits - how much product can a customer purchase at a time

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o If Medical Marijuana State - we will need an upload feature for customers to upload their medical marijuana recommendation (no medical orders will be allowed in phase 1) · Dispensary Sign Up o When new retail shops sign up, they will have a list of available zip codes o Only one dispensary per zip code will be allowed o Once a zip code is claimed it will not be available until that dispensary stops he monthly fee or gets removed from the system Driver Companion App (iOS) The driver companion app will be available on the iOS platform for Phase 1 but will eventually be made available on Android. The companion app will allow drivers to signup, become authenticate and authorized by Pelican, create/link their payment accounts, view orders, choose to confirm orders, navigate to dispensaries/customers, and view order histories. Ability to Start and End shift. Makes driver active or inactive. · Login / Signup o This will prompt the driver to either Login or Signup for a new account o Login will ask the drivers for their email ID and password § If drivers have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email o New drivers can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday § Driver's License § Car License Plate # § Car Make/Model and photo § Driver Photo § Upload car insurance paperwork · Profile o After the driver logs in they can view their profile which will allow them to: § Edit their profile information § Change Password § Submit vehicle change information § Set Delivery Radius (open orders within this radius will be shown to the driver) § Drivers can also add their bank account information and withdraw Daily Pay funds

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





· Delivery Info o Drivers can view Open Orders within their radius and select them for deliver § Time estimates will come based on Google API § Once a driver has selected an Open Order and the customer has completed the purchase, the Order changes to Processing Order and allows the Driver to navigate to the Dispensary. § After arriving at the dispensary, driver can press Order Pickup, which signals the driver has purchased the product from the dispensary. § Driver can then navigate to the customer for product delivery, customer can view driver's eta based on their location and Google navigation results. § If the driver has any issues with product pickup or delivery, they can contact the customer via SMS (using Twilio API) § Upon arrival at customer location, driver must verify customer identity by taking a picture of/scanning the customer's ID. Once the customer's ID is verified and the product is delivered, the customer must confirm receipt of the product for the order to be considered complete. · Delivery History o Drivers will be able to view their previous deliveries

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





7. Acknowledgement by Client Client agrees to the terms of the Statement of work Appendix A hereto attached and acknowledges receipt of a copy of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Acceptance by Developer SEATTLE SOFTWARE DEVELOPERS, Inc. By: /s/ Julian Valentine Julian Valentine, VP

Acceptance by Client: PELICAN DELIVERS INC. By: /s/ Dave Comeau Dave Comeau, Shareholder

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020

Output: Highlight the parts (if any) of this contract related to Parties that should be reviewed by a lawyer. Details: The two or more parties who signed the contract


Input: Consider Input: Exhibit 4.17 EXECUTION COPY SUPPLY AGREEMENT FERRER INTERNACIONAL, S.A. AND CUTANEA LIFE SCIENCES, INC. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





SUPPLY AGREEMENT This Supply Agreement (the Agreement) is made as of this ____ day of March, 2018 (the Effective Date), by and between Cutanea Life Sciences, Inc., a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business at 1500 Liberty Ridge Drive, Suite 3000, Wayne, PA 19087 hereinafter referred to as CUTANEA), and Ferrer Internacional, S.A., a Spanish corporation with its principal place of business at Av. Diagonal, 549, 5t h floor, 08029 Barcelona (Spain) (hereinafter indistinctly referred to as Ferrer and/or Supplier). CUTANEA and Ferrer taken together hereinafter are referred to as PARTIES. WITNESSETH: WHEREAS, CUTANEA is engaged in the distribution, promotion and sale of certain pharmaceutical, OTC and medical device products and in particular desires that Ferrer manufacture (directly and/or through a third party) and supply CUTANEA with the Products (as defined below); and WHEREAS, Ferrer and Medimetriks Pharmaceuticals, Inc. (hereinafter Medimetriks) entered into a License and Supply Agreement dated March 10, 2014, as amended, (hereinafter referred as LSA) pursuant to which among other things, Ferrer granted Medimetriks exclusive commercialization and distribution rights to the Product (as defined in the LSA) throughout the Territory (as defined in the LSA); and WHEREAS, with Ferrer's consent, CUTANEA has acquired and assumed the rights, duties and obligations of Medimetriks under the LSA; and WHEREAS, Ferrer desires to manufacture (directly and/or through a third party) and supply CUTANEA with such Products; NOW, THEREFORE, in consideration of the mutual covenants hereinafter expressed, the Parties, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS 1.1 Act Act means the Federal Food, Drug and Cosmetic Act, as amended, and regulations promulgated hereunder. 1.2 Business Day Business Day means any day other than a Saturday, Sunday or other day on which banks in Philadelphia, Pennsylvania and/ or Barcelona, Spain are permitted or required to close by any applicable law. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





1.3 Confidential Information Confidential Information means, other than information described in Section 9.1.2, all business and technical information, including third party information, in whatever form or manner presented, which is: (a) disclosed by or on behalf of a party (the Disclosing Party) to the other party (the Receiving Party) or learned or observed by the Receiving Party before or during the term of this Agreement; and (b) disclosed during any discussions and proceedings relating to any of the foregoing information, whether disclosed in oral, electronic, visual, written or any other form. Confidential Information shall include all information of the Disclosing Party that the Disclosing Party would consider confidential or proprietary under the circumstances. The fact that the Disclosing Party may have marked or identified as confidential or proprietary any specific information shall be indicative that such Disclosing Party believes such information to be confidential or proprietary, but the failure to so mark information shall not determine that such information is or is not considered confidential information by such Disclosing Party. 1.4 FDA FDA means the United States Food and Drug Administration, or any successor entity thereto. 1.5 Forecasted Needs Forecasted Needs means CUTANEA's estimate of Products (including in trade/sample form) to be ordered from Supplier for the upcoming rolling [***] period. 1.6 Governmental or Regulatory Authority Governmental or Regulatory Authority means governments, regulatory authorities, governmental departments, agencies, agents, commissions, bureaus, officials, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities (a) having or purporting to have jurisdiction on behalf of any nation, territory or state or any other geographic or political subdivision of any of them, or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power. 1.7 Manufacture Manufacture means all the activities relating to production of the Products including packaging and shipment preparation, quality control and release of Products. All the references contained in this Agreement regarding manufacturing activities shall be deemed rendered by Supplier, even if performed by its designee (whether in the form of a subcontractor, agent or otherwise). In consequence, all Manufacturing activities with respect to the Products to be Manufactured hereunder by Supplier shall be carried out by Supplier (or its designee) at the notified facility and utilizing equipment in the manner set forth in the Specifications, except to the extent that Supplier receives CUTANEA's advance written permission to alter the location or specified usage of the equipment that may be required under the Specifications or the NDA, as applicable. 3 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





1.8 Product(s) Product(s) means product(s) as listed from time to time in Schedule A Manufactured by the Supplier (directly or through a third person) to meet the Specifications (as hereinafter defined); except as otherwise set forth on Schedule A, the Product will be ready for re-sale by CUTANEA to its customers in finished, final packaged form bearing CUTANEA's labels, it being understood that, after generic competition of the Product enters the market in the United States of America including Puerto Rico and the U.S. Virgin Islands, CUTANEA will be permitted to place orders for Product under a generic label. The term Generic shall be interpreted as defined under Section 1.17 of the LSA. 1.9 Specifications Specifications means, with respect to the Products, the critical quality standards that include test attributes, analytical procedures, and appropriate acceptance criteria and Manufacturing procedures for which such Product should conform to be considered acceptable for its intended use and conform to quality standards approved by Governmental and Regulatory Authorities and as provided in the NDA for the Products, and required for the Manufacture and supply of such Product(s). 1.10 Supply Price Supply Price means the price to be charged to CUTANEA from time to time by Supplier for Products Manufactured and supplied hereunder, as set forth in Schedule A. 2. PRODUCT MANUFACTURE AND SUPPLY 2.1 Manufacture and Purchase. Subject to the terms and conditions of this Agreement, Supplier agrees that it will, on a non-exclusive basis (but exclusive for supply of the Product in the United States of America including Puerto Rico and the U.S. Virgin Islands), Manufacture (directly or through a designee) for and provide and supply to CUTANEA, and CUTANEA agrees that it will purchase exclusively from Supplier, all of its requirements of the Products as follows: Supplier shall supply Products in accordance with the Specifications and in sufficient quantity to meet CUTANEA's Forecasted Needs for the length of this Agreement. All deviations from the Specifications must be approved by CUTANEA, in writing, prior to Supplier Manufacturing the Product. 2.2 Raw Materials and Components. As between Supplier and CUTANEA, Supplier shall be responsible for the supply of all raw materials and components necessary for the Manufacture of Products at no additional cost to CUTANEA. Supplier (or its designee) shall order the initial components for each Product as soon as CUTANEA provides Supplier (or its designee) with the relevant artwork for the Product. 4 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.3 Quality Tests and Checks. In order to assure the conformity of the Products to the Specifications, the Supplier shall deliver or cause to be delivered to CUTANEA, at the time of shipment, a certificate of analysis and compliance or other batch documentation upon reasonable request (such as, deviations, investigations, batch records) with respect to each batch of Product supplied hereunder in the form required by the Quality Agreement. 2.4 Forecasting and Other Obligations. 2.4.1 As soon as practicable following execution of this Agreement, but in any event within ten (10) Business Days, CUTANEA agrees to provide Supplier with a best estimate, non-binding (except for the first six months) forecast of its Forecasted Needs for Products (including in trade/sample form) for the upcoming rolling 18-month period (the Forecast). Thereafter, CUTANEA will update this rolling [***] Forecast quarterly. 2.4.2 With regards to the FDA Fees, CUTANEA shall maintain the NDA for the Products and pay, from time to time, all required FDA filing and related Product fees. 2.4.3 CUTANEA shall notify Supplier within one Business Day, after it receives any materially adverse contact or communication from any Governmental or Regulatory Authority that relates to any Product. Supplier shall notify CUTANEA as soon as reasonably possible after it receives any materially adverse contact or communication from any Governmental or Regulatory Authority that relates to any Product and may reasonably be expected to affect patient safety. For matters that would not reasonably be expected to affect patient safety, Supplier shall notify CUTANEA of such communications in its discretion. 2.4.4 CUTANEA shall provide Supplier with copies of all communications received from or sent to any Governmental or Regulatory Authority with respect to any Product within three business days after receipt or sending of the communication, as the case may be (subject to confidentiality and privilege restrictions, if any). CUTANEA shall consult with Supplier regarding the response to any inquiry or observation from a Governmental or Regulatory Authority relating to a Product. CUTANEA shall consider all reasonable requests and comments by Supplier with respect to all contacts and communications with a Governmental or Regulatory Authority. 2.5 Purchase Orders. 2.5.1 CUTANEA agrees to purchase from Supplier all Products Manufactured for CUTANEA in accordance with valid CUTANEA Purchase Orders pursuant to the terms of this Agreement and provided that such Products meet the Specifications approved by CUTANEA. 5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.5.2 During the term of this Agreement, CUTANEA will order Product(s) by issuing firm Purchase Orders not less than [***] business days before the requested delivery date(s) of such Product(s), and Supplier shall provide approval of the Purchase Order by the Supplier within five (5) business days following the Purchase Order reception, such approval signifying Supplier's commitment to deliver such Product(s) on the requested deliver date(s), it being understood that Supplier must accept a Purchase Order for delivery of Product not less than [***] business days before the requested delivery date when included in the first [***] of the Forecasted Needs. Each purchase order shall set forth the Product for which the purchase order is being issued, the quantity being ordered (in trade/sample form), the Supply Price for the Product(s) being ordered and the requested delivery date for the Product being ordered, and the locations to which such quantities shall be delivered. 2.5.3 Within ten (10) Business Days following this Agreement becoming effective and thereafter on or before the last day of each calendar quarter, CUTANEA shall provide Supplier with specific data as to its Forecasted Needs for such Product (including in trade/sample form) for the following rolling [***]. Supplier will use commercially reasonable efforts to deliver Product to CUTANEA with minimum expiry dating remaining of [***]% of the approved shelf-life. 2.5.4 CUTANEA's purchase orders shall designate the desired quantities of Products, delivery dates and destinations. Supplier shall fill and ship all orders of Products in accordance with CUTANEA's reasonable written instructions. CUTANEA'S purchase order may specify up to three (3) shipping destinations per batch of Product but will be in full pallet quantities. Additional destinations can be accommodated only upon CUTANEA payment of a shipping preparation fee to be negotiated by Supplier and CUTANEA. 2.6 Acceptance / Rejection of Products. 2.6.1 All Products shall be submitted to inspection and evaluation by or on behalf of CUTANEA to determine whether or not said Products meet the Specifications. CUTANEA will provide in good faith written acceptance of a batch of Product or written notification of any deficiencies within two (2) Business Days after receipt of the Certificate of Analysis for the Product batch. Written acceptance of a batch of the applicable Product is required as a condition to the delivery of Product to Cutanea's designated shipping agent in accordance with Section 3. If for any reason Supplier does not receive any such notification within such two (2) Business Day period, Supplier will promptly notify CUTANEA of such fact and CUTANEA will as soon as practicable and, in any event within another two (2) Business Days thereafter provide such written notice to Supplier and be responsible for any storage or similar charges that Supplier may incur for not delivering such Product. The lack of reception of such written acceptance within the second two (2) Business Day period shall be deemed as the batch is accepted. If, once the Product is delivered, CUTANEA determines that there is any deficiency with respect to any Product, CUTANEA will notify Ferrer of such claim within fifteen (15) Business Days of delivery of the Products. Each such notice of rejection to Supplier shall specify in reasonable detail the ways in which the Product batch failed to meet Specifications. CUTANEA shall grant to Supplier (or its designee) the right to inspect or test said Product batch and dispute CUTANEA rejection according to the provisions provided in this Section 2.6. In the event that Supplier disagrees with CUTANEA's defective Product claim, the issue shall be submitted to a mutually agreed upon independent third party laboratory, whose decision shall be final and binding upon the Parties. The costs arising from the laboratory's intervention and the costs of the replaced Products (including return and destruction costs of the defective Products) shall be borne by the Party whose results were mistaken. As to any such Product batch which is determined to fail the Specifications (Rejected Product), CUTANEA shall have no obligation to pay for such Rejected Product and Supplier shall replace such Rejected Product as soon as possible and no later than ninety (90) days thereafter. 6 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.6.2 In the event of a conflict between the test results of Supplier and the test results of CUTANEA with respect to any shipment of Product batch, within thirty (30) days following receipt by Supplier of CUTANEA's notice of rejection, sample of such Product batch shall be submitted by Supplier (and/or its nominee) to an independent laboratory designated by Supplier (and/or its nominee) and reasonably acceptable to CUTANEA, which shall perform an assessment and whose findings shall be conclusive. The cost of the assessment shall be borne by (i) CUTANEA if the findings indicate the Product met all Specifications or (ii) Supplier (or its nominee) if the findings indicate the Product failed to meet any Specifications. 2.7 Supply Price. The initial Supply Price for each Product (commercial trade and sample units) to be paid by CUTANEA to Supplier are listed in Schedule A. These Supply Prices are for finished forms of the Products [***] (except as otherwise set forth herein). 2.8 Quality Agreement. The Parties shall enter into a Quality Agreement for the Products. If there is any conflict between this Agreement and the Quality Agreement solely with respect to quality assurance matters, the Quality Agreement will prevail, and with respect to all other matters, this Agreement will prevail. 2.9 Pharmacovigilance Agreement. The Parties shall enter into a pharmacovigilance agreement with respect to the Products (the Pharmacovigilance Agreement). If there is any conflict between this Agreement and the Pharmacovigilance Agreement solely with respect to adverse events and patient safety, the Pharmacovigilance Agreement will prevail, and with respect to all other matters, this Agreement will prevail. 7 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.10 Failure to Supply. 2.10.1 Supplier will promptly notify CUTANEA in writing in the event that Supplier is unable or anticipates that it will be unable to supply compliant Products in accordance with the requirements of this Agreement (each a Failure to Supply). Supplier undertakes to implement appropriate methods to ensure consistency of supply of the Product for the Territory throughout the Term of the Agreement, including but not limited to using its commercially reasonable efforts to qualify an alternative site owned or operated by Supplier or its Affiliates to Manufacture the Product and obtain approval thereof from the FDA and, if necessary the possible qualification of alternate sources of supply by Supplier. CUTANEA shall be entitled to propose to Supplier such alternate sources of supply if Supplier has not taken any steps to qualify such alternate supplier before the Failure to Supply, and Supplier shall evaluate in good faith the proposal from CUTANEA. Should the Parties agree to such qualification as a remedy to a Failure to Supply, then Supplier will grant any necessary licenses and conducting technology transfer as reasonably necessary to enable such alternate supplier to Manufacture the Product during Supplier's Failure to Supply. 2.10.2 If Supplier fails to supply all or part of any shipment of Products ordered by CUTANEA on the delivery date specified on the applicable purchase order for such shipment, in addition to any other remedies the CUTANEA may have, CUTANEA at its sole discretion, may require Supplier to supply the undelivered Products at a future date agreed upon by CUTANEA and Supplier, but nonetheless such Products shall count toward any binding purchase obligation of CUTANEA, whether as part of the Forecast or otherwise. 3. SHIPMENT AND RISK OF LOSS Supplier shall ship the Products ordered by CUTANEA hereunder [***]. Title to, and risk of loss for, Product, shall transfer from Supplier to CUTANEA upon [***]. [***]. 4. TERM AND TERMINATION 4.1 Term. This Agreement comes into force as of the Effective Date and shall remain valid during the term of the LSA. In consequence, if the LSA to be signed by the Parties is terminated for any reason whatsoever, the present Agreement will automatically terminate and be extinguished. 4.2 Termination. This Agreement may be terminated at any time upon the occurrence of any of the following events: 4.2.1 The failure of either party to comply with its obligations herein, which failure is not remedied within forty-five (45) calendar days after receipt by the breaching party of written notice of such default. 8 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





4.2.2 Either party may terminate this Agreement immediately by giving the other party written notice thereof in the event such other party in the event of (a) a voluntary assignment by the other party for the benefit of creditors; (b) the institution of voluntary proceedings by the other party in bankruptcy, insolvency, moratorium or for a receivership, or for a winding-up or for the dissolution of the other party; or (c) the taking of any action by the other party under any statutory act for relief from creditors, to the extent permitted by applicable Law. 4.2.3 The LSA is terminated or expires for any reason. 4.3 Additional Rights and Remedies. Termination under this Section 4 shall be in addition to the other rights and remedies of the terminating party as specified herein. 4.4 Return of Materials. Upon the expiration or termination of this Agreement for any reason whatsoever, Confidential Information of either party delivered to the other pursuant to this Agreement, including all formulae for the Products, shall promptly be collected and returned in whatever form it may exist. Upon the effective date of expiration or termination of this Agreement for any reason whatsoever, Supplier shall deliver to CUTANEA all Products Manufactured hereunder under valid Purchase Orders and shall invoice CUTANEA for such Products. Subsequent to the expiration or termination of this Agreement, the Parties shall continue to be responsible for rejected Products in accordance with the terms of this Agreement. 4.5 Survival. Termination or expiration of this Agreement shall not relieve either party of obligations or liability for breaches of this Agreement incurred prior to or in connection with termination or expiration. Sections 4.3, 4.4, 5, 6, 8.4, 9, 10, and 12 hereof and this Section 4.5 shall survive the termination or cancellation of this Agreement for any reason along with Section 1 and any other section of this Agreement to the extent necessary to interpret the other surviving sections of this Agreement. 5. WARRANTIES 5.1 Conformity with Specifications. Supplier warrants that all Products sold pursuant to this Agreement will have been Manufactured in accordance with the Specifications for the release of the Product. 9 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.2 Compliance with the Act. Supplier shall bear sole responsibility for the validity of all test methods and appropriateness of all Specifications. In addition, Supplier shall bear sole responsibility for all regulatory approvals, filings, and registrations and adequacy of all validation, stability, and preservative efficacy studies including responsibility for adequacy of all validation, stability, and preservative effectiveness studies performed by Supplier on behalf of CUTANEA. Supplier warrants that it has obtained and shall maintain any and all necessary approvals, licenses and permits necessary to perform its obligations under this Agreement. CUTANEA warrants that it has obtained any and all necessary approvals from all applicable Governmental or Regulatory Authorities necessary to distribute all Products under this Agreement. 5.3 Conformity with FDA Regulations and cGMPs. Subject to CUTANEA's compliance with the provisions set forth in Section 5.2 and Section 5.4 hereof, Supplier warrants that all Products Manufactured, held for sale, sold and shipped pursuant to this Agreement shall have been Manufactured and shipped by Supplier in compliance with applicable FDA regulations and current Good Manufacturing Practices as that term is defined under the Act. 5.4 Compliance of Packaging and Labeling with Laws and Regulations. CUTANEA warrants that all labeling copy and other material developed or produced by CUTANEA for use in connection with the Products and artwork approved, designated or supplied by CUTANEA shall be in compliance with all applicable laws and governmental regulations. Compliance with all federal, state, and local laws and regulations concerning Specifications for packaging and labeling provided by CUTANEA shall be the sole responsibility of CUTANEA. Supplier warrants that all packaging and labeling services performed hereunder will be in accordance with CUTANEA's Specifications. CUTANEA hereby warrants to Supplier that, to CUTANEA's knowledge, all CUTANEA labeling and artwork related to the Product do not violate or infringe any patent, copyright or trademark laws, and agrees to indemnify Supplier, its employees, officers, directors and representatives for any claim, loss or damage including reasonable attorney's fees paid or incurred by any of them in connection therewith. 5.5 Access to Supplier's Facilities. 5.5.1 Access. Supplier shall use its commercially reasonable efforts to permit CUTANEA to have access to Supplier's (and its agents' and subcontractors') facilities upon reasonable notice, during normal business hours for any reasonable purpose, including compliance with current Good Manufacturing Practices and the Act. Such access shall in no way give CUTANEA the right to any of Supplier's confidential or proprietary information not related to this Agreement or used in the Manufacture of any Product. 10 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.5.2 Audit. Without limiting the generality of the foregoing, but subject to the Quality Agreement, Supplier shall use its commercially reasonable efforts to permit CUTANEA to conduct, once annually during the Term, one quality assurance and Manufacturing costs audit for any reasonable purpose, including access to those portions of Supplier's (and its agent's and subcontractor's) facilities where services are conducted under this Agreement, upon reasonable advance notice and at reasonable times during regular business hours (an Annual Audit). Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit. For purposes of this subsection, CUTANEA shall ensure that its duly authorized agents and representatives involved in the audit have signed or are otherwise bound to maintain the confidentiality of Confidential Information learned as a result of the audit in accordance with Section 9 and CUTANEA shall be liable for any breach of such obligation by such agents or representatives. 5.6 Patent and Other Intellectual Property Rights. Supplier represents and warrants to CUTANEA that, as of the Effective Date, to the best of Supplier's knowledge, information and belief, Supplier is not infringing (and does not guarantee that under its knowledge is infringing) upon any Third Party patent or the intellectual property rights of any Third Party relating to the Products. In addition, Ferrer can make no representations or warranties regarding any possible future infringement of Supplier Patent by a Third Party nor guarantee that the Products do not infringe future patents and/or any intellectual property right of a Third Party. 5.7 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 5.8 Debarment. 5.8.1 Each of the parties, to the best of its knowledge, hereby represents, warrants, certifies and covenants that it is not debarred under Section 306 of the Act or similar local law. In the event that a party becomes debarred, the debarred party agrees to notify the other party immediately if the same affects Supplier's ability to lawfully supply the Products or CUTANEA's ability to lawfully purchase the Products. 11 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.8.2 Each of the parties represents, warrants, certifies and covenants that to the best of its knowledge it has not and will not use in any capacity the services of any individual, corporation, partnership, or association which has been convicted or debarred under Section 306 of the Act or similar local law. In the event that a party becomes aware of or receives notice of the conviction or debarment of any individual, corporation, partnership, or association providing services to such party, which relates to the execution or performance of this Agreement, Supplier agrees to notify CUTANEA immediately. 6. PRODUCT RECALLS 6.1 Initiating and Effecting Recall. Supplier, as the NDA holder for the Product, shall make all decisions with respect to any complaint or adverse drug experience, or any recall, market withdrawal or any other corrective action related to any Product. Supplier shall be responsible for processing and submitting to the applicable authorities or agencies all reports of adverse drug experiences and Product complaints in accordance with applicable Acts. Supplier shall investigate all complaints associated with the Manufacture, safety or efficacy of the Product. CUTANEA shall notify Supplier in accordance with the terms of the Quality Agreement and the Pharmacovigilance Agreement of any complaints received by CUTANEA concerning any Products. 6.2 Implementation of Recall. Supplier shall implement recalls of Products from the market or other corrective actions related to the Product. CUTANEA shall assist Supplier, to the extent necessary or relevant, in implementing withdrawals or recalls of Products from the market or other corrective actions related to Products. Upon the receipt by either party of any direction to withdraw or recall any Product from the market from any Governmental or Regulatory Authority having jurisdiction, the receiving party shall notify the other party as soon as practicable in accordance with the terms of this Agreement and the Quality Agreement. With respect to notice to CUTANEA, it should be sent to [ ].com or via phone at [ ]. To the extent any seizure, withdrawal, recall (whether voluntary or involuntary), or corrective action with respect to any Product (collectively, Product Action) results from the adulteration or contamination (other than any naturally occurring contamination that can be traced back to the Manufacturing process) of Product while in the care and custody of CUTANEA, CUTANEA shall be responsible for the costs of the Product Action. Otherwise, Supplier shall be responsible for all of the costs of the Product Action. 12 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





7. FORCE MAJEURE The occurrence of an event which materially interferes with the ability of a party to perform its obligations or duties hereunder which is not within the reasonable control of the party affected (or in the case of Supplier, any current manufacturer of the Product) not due to the affected party's malfeasance, and which could not with the exercise of reasonable due diligence have been avoided (Force Majeure), including, but not limited to, fire, accident, labor difficulty, strike, riot, terrorism, civil commotion, act of God, delay or errors by shipping companies or change in Law, Governmental or Regulatory Authority action or inaction, shall not excuse such party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The party so affected shall use its commercially reasonable efforts to avoid or remove such causes of nonperformance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither party shall be liable to the other party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. 8. CHANGES 8.1 Changes by CUTANEA. Any changes to the Specifications requested by CUTANEA must be approved by Supplier (or its designee) in its reasonable discretion and shall be incorporated and all costs and expenses associated with such changes shall be borne by CUTANEA. 8.2 Changes by Supplier. Any changes to the Specifications requested by Supplier must be notified to CUTANEA in advance to its implementation, and shall be incorporated only after approval of Governmental or Regulatory Authorities. All costs and expenses associated with such changes shall be borne by Supplier. 8.3 Changes by Governmental or Regulatory Authorities. The costs and expenses of any changes to the Specifications requested by any Governmental or Regulatory Authority shall be borne by Supplier unless the change, in the opinion of the JSC (as that term is defined in the LSA), entails a benefit to CUTANEA, in which case the costs arising from the changes and its implementation shall be borne by CUTANEA. 8.4 Obsolete Inventory. Any CUTANEA-specific inventory including, but not limited to, raw materials, work-in-process, packaging and finished goods rendered obsolete as a result of Supplier's supplier minimum order quantities that exceed the binding quantities of Product of Forecasted Needs, formula, artwork or packaging changes not requested by CUTANEA or by changes required by any Governmental or Regulatory Authority shall be destroyed in accordance with all applicable laws and regulations and Supplier shall indemnify CUTANEA for any liability, costs or expenses, including attorney's fees and court costs, relating to Supplier's failure to dispose of such inventory in accordance with such laws and regulations. Supplier shall also provide CUTANEA with all manifests and other applicable evidence of proper destruction as may be requested by CUTANEA or required by applicable laws and regulations. Any other materials rendered obsolete that are not result of Supplier's supplier minimum order quantities that exceed the binding quantities of Product of Forecasted Needs, formula, artwork or packaging changes requested by CUTANEA shall be reimbursed to Supplier by CUTANEA. 13 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





9. CONFIDENTIAL INFORMATION: INTELLECTUAL PROPERTY RIGHTS 9.1 Confidential Information. 9.1.1 All Confidential Information furnished by the Disclosing Party during the term of this Agreement shall be kept confidential and not used by the Receiving Party, except for purposes authorized by this Agreement, and shall not be disclosed to any person or firm, unless previously authorized in writing to do so, during the term of this Agreement and for an indefinite period thereafter. The Receiving Party may, however, disclose the same to its responsible officers and employees who require said information in order to perform such party's obligations under this Agreement, provided that said officers and employees shall have assumed like obligations of confidentiality. 9.1.2 Any other provisions hereof to the contrary notwithstanding, it is expressly understood and agreed by the Parties hereto that the obligations of confidence and nonuse herein assumed shall not apply to any information which may be demonstrated by documented means of sufficient evidence that: (1) is at the time of disclosure or thereafter becomes a part of the public domain through no fault, omission or other act of the Receiving Party or any individual or entity receiving such information, directly or indirectly, from the Receiving Party; or (2) was otherwise in the Receiving Party's lawful possession with no obligation or duty to maintain the confidentiality thereof prior to disclosure as shown by its written record; or (3) is hereafter disclosed to the Receiving Party by a third party lawfully entitled to possession of such Confidential Information and under no obligation or duty of confidentiality; or (4) is released from a confidential status by Disclosing Party as evidence by an instrument or agreement duly executed by Disclosing Party; or (5) is required to be disclosed pursuant to regulatory or legal requirements, provided that the Receiving Party provides reasonable advance notice to the Disclosing Party and the Receiving Party reasonably cooperates with the Disclosing Party to obtain confidentiality protection of such information. 14 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





9.1.3 The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of the confidentiality obligations hereunder and that, in addition to all other remedies, the Disclosing Party will be entitled to seek injunctive or other equitable relief as a remedy for any such breach by the Receiving Party without having to post a bond. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized release of Confidential Information or other breach of the confidentiality obligations hereunder of which it is or becomes aware. 9.2 Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each party shall continue to own its existing patents, trademarks, copyrights, trade secrets and other intellectual property (Intellectual Property), without conferring any interests therein on the other party. Neither party shall acquire any right, title or interest in the other's Intellectual Property by virtue of this Agreement or otherwise, except to the extent expressly provided herein. 9.3 Publicity and SEC Filings. The Parties agree that, unless mutually agreed by the Parties in writing otherwise, no public announcement or press release regarding the execution of this Agreement shall be made. Notwithstanding anything to the contrary contained herein, each party agrees that it shall cooperate fully and in a timely manner with the other with respect to all disclosures required to be made to the SEC or any other Governmental or Regulatory Authority, including providing written notice to the other party and sufficient time to review and request confidential treatment of Confidential Information of either party included in any such disclosure. 10. INDEMNIFICATION 10.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold CUTANEA harmless from any and all losses, damages, liabilities, costs, charges, expenses, including, without limitation, court fees and reasonable lawyers' fees and other legal expenses (collectively, Losses) to which CUTANEA may become subject as a result of any claim, complaint, suit, demand, action or other proceeding by any Third Party (collectively Claims), to the extent such Losses arise out of or in connection with: (i) the development, use, Manufacturing, storage, handling or distribution of the Products by Supplier or any of its Affiliates or contract suppliers of Products; (ii) the negligence or willful misconduct of Supplier or any of its Affiliates or contract suppliers of Products; or (iii) a breach or non-fulfilment by Supplier of its obligations according to this Agreement and/or any law in force; or (iv) a breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from (a) the negligence or willful misconduct of CUTANEA or (b) the breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, Supplier shall have no obligation to indemnify CUTANEA for reasonable lawyers' fees and other legal expenses incurred by CUTANEA after Supplier has taken over the defense of such claim, Action or Proceeding in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by Supplier. 15 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





10.2 Indemnification by CUTANEA. CUTANEA shall indemnify, defend and hold Supplier harmless from any and all Losses, to which Supplier may become subject as a result of any Claim to the extent such Losses arise out of or in connection with: (i) the development, use, storage, handling, distribution, marketing or selling of the Products by CUTANEA and its Affiliates; (ii) the negligence or willful misconduct of CUTANEA and its Affiliates; (iii) the breach or non-fulfilment by CUTANEA of its obligations according to this Agreement and/or any law in force; or (iv) a breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from: (a) the negligence or willful misconduct of Supplier (b) the breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, CUTANEA shall have no obligation to indemnify Supplier for reasonable lawyers' fees and other legal expenses incurred by Supplier after CUTANEA has taken over the defense of such claim, Action or Proceeding in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by CUTANEA. 10.3 Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding (which shall mean any action, claim, suit, proceeding, arbitration or Governmental or Regulatory Authority action, notification, investigation or audit, hereinafter referred to as an Action or Proceeding) involves a matter which is subject to a claim for indemnification under this Section, then such party (an Indemnified Party) shall promptly give written notice to the other party or parties (the Indemnifying Party) of such claim, Action or Proceeding. If the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken (or otherwise confirms its indemnification obligation responsibility to the satisfaction of the Indemnified Party) and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then such Indemnifying Party shall take over the defense of such claim, Action or Proceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, Action or Proceeding at its own cost and expense. In no event shall the Indemnifying Party settle any such claim or potential claim, Action or Proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. 16 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





10.4 Insurance. 10.4.1 Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies). In addition, each of the Parties shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Product Liability Insurance from carriers having an A.M. Best rating of A with a combined single limit of not less than $[***] per occurrence and in the aggregate annually. 10.4.2 Each party agrees to provide the other party with a Certificate of Insurance evidencing such coverage, naming the other party as an additional insured. Each party agrees to give the other party written notice, promptly, of any material change in or cancellation of coverages or limits. In addition, if and for so long as Supplier utilizes any subcontractor(s) or agents to provide services hereunder, Supplier will use its commercially reasonable efforts to cause each such subcontractor to hold, at least, the minimum insurance coverages listed above. 11. REPRESENTATIONS AND WARRANTIES 11.1 REPRESENTATIONS BY SUPPLIER. Supplier makes the following representations and warranties and agrees to notify CUTANEA immediately upon any future breach of these representations and warranties: 11.1.1 Organization of Supplier. Supplier is a Spanish corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 11.1.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of Supplier. This Agreement is and will remain a valid and binding obligation of Supplier, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.1.3 Absence of Other Contractual Restrictions. Supplier is under no contractual or other obligation or restriction that is inconsistent with Supplier's execution or performance of this Agreement. Supplier will not enter into any agreement, either written or oral, that would conflict with Supplier's responsibilities under this Agreement. 17 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





11.1.4 Qualifications of Supplier Personnel. Supplier has, and will engage, employees, subcontractors and/or consultants (Supplier Personnel) with the proper skill, training and experience to provide the services under this Agreement. Supplier will be solely responsible for paying Supplier Personnel and providing any employee or other benefits that they are owed. 11.1.5 Legal Compliance. Supplier will comply, in all material respects, with all laws, regulations and orders applicable to its operations. Supplier has and at all times during the term of this Agreement shall maintain all permits, licenses and similar authorizations required for it to perform its obligations under this Agreement. 11.2 Representations by CUTANEA. CUTANEA makes the following representations and warranties and agrees to notify Supplier immediately upon any future breach of these representations and warranties: 11.2.1 Organization of CUTANEA. CUTANEA is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware. 11.2.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of CUTANEA. This Agreement is and will remain a valid and binding obligation of CUTANEA, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.2.3 Absence of Other Contractual Restrictions. CUTANEA is under no contractual or other obligation or restriction that is inconsistent with CUTANEA's execution or performance of this Agreement. CUTANEA will not enter into any agreement, either written or oral, that would conflict with CUTANEA's responsibilities under this Agreement. 11.2.4 Legal Compliance. CUTANEA will comply, in all material respects, with all laws, regulations and orders applicable to its operations. CUTANEA has and at all times during the term of this Agreement shall maintain all permits, licenses and similar authorizations required for it to perform its obligations under this Agreement. 18 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





11.3 Anti-Corruption Undertaking Both parties shall comply with, and will not cause any party and its Affiliates, associates, directors, officers, shareholders, employees, representatives, sublicensees or agents worldwide to be in violation with any applicable anti-corruption laws, rules and regulations including but not limited to the United States Foreign Corrupt Practices Act (the FCPA) or U.K. Bribery Act 2010. Without limiting the foregoing, neither party will, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official, in order to obtain or retain business or to secure any commercial or financial advantage for the other party or for itself or any of their respective Affiliates. Each of the parties undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: Offering, promising, or giving a financial or other advantage to another person where it is intended to bring about the improper performance of a relevant function or activity, or to reward such improper performance; acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity. Improper Performance means a breach of expectations that a person will act in good faith, impartially, or in accordance with a position of trust. Both parties must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) devise and maintain a system of internal accounting controls, and (3) at any time a party so requests in writing, but no more than once a year, grant to the other party commercially reasonable access to said books, records, systems and accounts to verify compliance. Such inspection shall be undertaken by an independent public accountant or accounting firm appointed by the requesting party and about whom the other party does not express a legitimate concern. For the avoidance of doubt, this restricted annual audit shall not apply to for-cause audits, which may be conducted at any time. 19 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12. GENERAL PROVISIONS 12.1 Notices. Except for invoices, which shall be sent in accordance with Schedule A, all notices required or permitted under this Agreement must be written and sent to the address or facsimile number identified in this Agreement or a subsequent notice. All notices must be given (a) by personal delivery, with receipt acknowledged, (b) by facsimile followed by hard copy delivered by the methods under (c) or (d), (c) by prepaid certified or registered mail, return receipt requested, or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or at such later time as stated in the notice. Notices shall be sent: If to Supplier: Ferrer Internacional, S.A. Attention: Legal Department Av. Diagonal, 549, 5t h Floor 08029 Barcelona, Spain If to CUTANEA: Cutanea Life Sciences, Inc. Attention: President and CEO 1500 Liberty Ridge Drive Suite 3000 Wayne, PA 19087 With a copy (which shall constitute notice) to: Cutanea Life Sciences, Inc. Attention: General Counsel 1500 Liberty Ridge Drive Suite 3000 Wayne, PA 19087 Fax: +1 484.652.0223 12.2 Entire Agreement; Amendment. The Parties hereto acknowledge that this Agreement, including the Quality Agreement and the Pharmacovigilance Agreement and any exhibits, schedules or other attachments hereto sets forth the entire agreement and understanding of the Parties and supersede all prior written or oral agreements or understandings with respect to the subject matter hereof. In the event of any conflict between this Agreement and the LSA, this Agreement will control with respect to issues of quality assurance, patient safety, Supply Unit Price and changes to it, and other terms and conditions customarily associated with supply agreements for commercial pharmaceutical products. Notwithstanding the precedent, in the event of any conflict between Quality Agreement and/or Pharmacovigilance Agreement and this Agreement, Quality Agreement or Pharmacovigilance Agreement shall prevail with respect to terms and conditions customarily associated with Quality or Pharmacovigilance as respectively applicable. No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by the party against whom enforcement is sought. No course of dealing or usage of trade shall be used to modify the terms and conditions herein. 20 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12.3 Waiver. No waiver by either party of any default shall be effective unless in writing, nor shall any such waiver operate as a waiver of any other default or of the same default on a future occasion. 12.4 Assignment. This Agreement shall be assignable or transferable by either party hereto only with the consent in writing of the other party, such consent not to be unreasonably withheld. However, Supplier shall be free to assign this Agreement along with the LSA in favor of any third party, provided that the succeeding entity assumes all of the obligations under this Agreement and the LSA, and further provided that Supplier provides CUTANEA with prior written notice of such assignment. Any assignments, including but not limited to, sale, transfer, or license of brand or Products, shall not release the original party hereto from their duties and obligations under this Agreement. For the purposes of this Agreement, the terms subsidiaries and affiliates shall mean any entity controlling, controlled by, or under common control with, either of the Parties hereto. 12.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to any principles of conflicts of law thereof. Any suit or proceeding arising in respect of this Agreement will be tried exclusively in the United States District Court of the Southern District of the State of New York or, if that court declines to accept or does not have jurisdiction over a particular matter, any other State Court in the State of New York or Federal court of the United States of America located in the State of New York, and both parties irrevocably and unconditionally agree to submit to the exclusive jurisdiction of, and to venue in, such courts (and agree not to commence any action, suit, or proceeding relating thereto except in such courts). Both parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement in such court, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Both parties further agree that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth below shall be effective service of process for any action, suit or proceeding brought against the parties in any such court. BOTH PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING REGARDING THE SUBJECT MATTER OF THIS AGREEMENT. 21 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12.6 Severability. In the event that any term or provision of this Agreement shall violate any applicable statute, ordinance, or rule of law in any jurisdiction in which it is used, or otherwise be unenforceable, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof. 12.7 Headings, Interpretation. The headings used in this Agreement are for convenience only and are not a part of this Agreement. 12.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original. 12.9 Independent Contractor. In performing its services hereunder, Supplier shall act as an independent contractor. [Signature page follows.] 22 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by their duly authorized officers as of the date first above written. CUTANEA LIFE SCIENCES, INC. FERRER INTERNACIONAL, S.A. By: /s/ [***] By: /s/ [***] Its: [***] Its: [***] Date: Date: FERRER INTERNACIONAL, S.A. By: /s/ [***] Its: [***] Date: [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





Schedule A Capitalized terms in this Exhibit A are defined in LSA. The initial purchase price for trade units of the Products shall be set at $[***] per [***] sample tube of the Product, $[***] per [***] trade unit of the Product, $[***] per [***] trade unit of the Product, and $[***] per [***] trade unit of the Product, FCA manufacturing site (the Supply Unit Price). Notwithstanding the foregoing, after December 31, 2018 and during the term of this Agreement, Ferrer may change its Supply Unit Price on any or all the Products from time to time, but no more than once annually, based on documented actual increases to Ferrer's direct manufacturing and labor (but specifically excluding overhead) costs (or those charged by its nominee), provided that Ferrer furnishes the Company with at least thirty (30) days prior written notice of any such change. The increase shall apply to any order received by Ferrer after the communication date of the increase. In the event that the new Supply Unit Price for the Products may make the business not feasible, the Parties, in good faith and through the Joint Steering Committee, agree to meet and negotiate in good faith an alternative solution. The purchase price for the Products shall be paid in US Dollars by the Company and such payment terms shall be [***] following the date that the Products are received and accepted (as per Article 4.4 of the LSA) by the Company, by wire transfer into an account designated by Ferrer. Invoices shall be generated upon shipment of Product from Supplier. Invoices should be sent by email to the following address: invoice@cutanea.com. Failure to send invoices to the email address provided herein may cause a delay in approval and payment. In the event that the Company does not fulfill such terms, Parties agree to discuss in good faith alternative payment conditions. In case there is not an agreement between the Parties after 30 days, Ferrer will accept an irrevocable and guaranteed letter of credit payable as term of payment. Additionally, Parties agree to share exchange EUR/ USD rate fluctuations covering the payment of royalties. More concretely, within the first 30 days after every calendar year, Ferrer will calculate the average annual EUR/USD rate based on the EUR/USD rates published in the Financial Times the last business day of every month. Such EUR/USD average rate will be compared with the rate applied in every invoice during the year. If, as a result of this reconciliation, there arises a difference above or under [***]%, Parties agree to share the resulting amount on an equitable basis (50%). Ferrer will report the reconciliation to the Company for its acceptance and, after 15 business days, issue an invoice which will be debited/credited in the next 30 days by wire transfer into the accounts designated by the Parties. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Output: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


Input: Consider Input: Exhibit 10.1

KALLO Inc.



STRATEGIC ALLIANCE AGREEMENT

MOBILECARE









STRATEGIC ALLIANCE AGREEMENT - MOBILE CARE      This Agreement is made by and between:    KALLO Inc.    With principal offices at 15 Allstate Parkway, Suite 600, Markham, ON L3R 5B4., Canada (KALLO)          AND       Petro data Management Services Limited.,          With principal offices at Motorways Center, Block-B, 1 Motorways Avenue Alausa, Ikeja, Lagos, Nigeria (PDMS)          AND       Gateway Global Fabrication Ltd.,       With principal offices at No-2 Olodu Street, Off Oluobasanjo Road, Portharcourt, Rivers state, Nigeria. (Gateway) As of the date  set forth below.       Whereas, Kallo is the developer, owner and licensor of certain Mobile Care Suite of Products packages designated as the subject  matter of this Agreement:       Whereas, PDMS and Gateway (Agent) desires to become a business associate of Kallo for the region of Nigeria, under the terms  and conditions hereof;    Now therefore, all the parties agree as follows:

     For the purposes of this Agreement, the following definitions will apply:  Business Associate means the Kallo Authorized Agent who could be an individual, organization, or company that  desires to represent the Kallo Mobile care suite of products of Kallo Inc., to the end user (customer) market. The  Business Associate as it will be defined in this agreement sells the Kallo Mobile care product suite only. Kallo will be  fully responsible for the training and implementation of the client

  KALLO - MOBILECARE

1.DEFINITIONS

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    following the sale directly by Kallo Inc., or through it's wholly owned Canadian subsidiary, Kallo Technologies Inc.,       KALLO means Kallo Inc. and/or its wholly owned subsidiary Kallo Technologies Inc.,       Customer means the end user of the Kallo Mobile care suite of Products that enters into the Kallo Mobile care Suite  of Products End User License Agreement (EULA).       Schedule A means the Kallo supplied executable pricing proposal form which must accompany any EULA for the  Kallo Mobile care suite of Products in order to be accepted by Kallo.    Kallo Mobile care suite of Products means Kallo products as specified in Schedule A.       EULA means the license agreement (headed End User License Agreement)  between the Customer (end-user)  and Kallo that sets forth the terms and conditions governing the Customer's use of the Kallo Mobile care suite of  Products.       Book of Business means the sales made by the Agent with the flow of income from those sales paid under this  Agreement, all of which belongs to the Agent in right, title and interest. The Book of Business is that portion of each sale  belonging to the Agent under the commission percentage agreed to at the time of sale and the continuing flow of income  produced so long as the customers pay to use the Kallo Mobile care suite of products license.    Material Breach means the violation of the payment terms herein, copyright or trademarks, an attempt to replace or  abet others to replace Kallo Mobile care suite of products or services at any existing or potential customer with  competing products and any act of malicious conduct by the Agent to disparage Kallo without any justification and  malicious conduct against Agent by Kallo.       Non Material Breach means serious neglect of Agent's customers by the Agent in regards to support and services  and any other breach of the terms of this agreement for which the cure of such shall be completed by the Agent within  sixty days from written notice of violation.    Certified Sales Agent means a Sales Agent who has completed the initial Sales and Technical Training program and  any consecutive

  KALLO - MOBILECARE

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    training program provided and mandated by Kallo and who abides by the terms and conditions of the certification  program as outlined herein.













  KALLO - MOBILECARE

2.KALLO SALES AGENT PROGRAM TERMS AND CONDITIONS

a) Appointment: Kallo hereby conditionally appoints Agent as a Sales Agent, and Agent accepts in accordance with  the provisions of this Agreement the terms of the Kallo Sales Agent Program.

b) Responsibilities: Responsibilities of the Agent (PDMS and Gateway) are defined in Schedule C. Failure to comply  with this will be considered a material breach of this agreement. This also includes responsibilities for Kallo and the  project management entity (BASCIC) appointed jointly by Kallo and the Agent.

c) Certified Sales Agent: Agent accepts and acknowledges that the Kallo 3 day Sales and 5 day Technical Training  Program is required to be completed by the Agent within 90 days of execution of this agreement. Agent is required  to pay a Training program fee of $10,000.00 for the Kallo Mobile care suite of Products on or before the date of  execution of this agreement for the Authorization of Agent under this agreement by Kallo. Agent shall pay $1000/- per day for any additional days of training requested by Agent and all travel expenses plus per diem for the Kallo  representative instructing the program will be due and payable to Kallo on or before execution of this agreement. Certification is mandatory for Agent to become certified to represent the Kallo Mobile care suite of products  licensed under this agreement and to benefit from commissions allocated to Agent as outlined in Schedule A of this  agreement. Non-compliance of this Section (2), subparagraph (c) on the part of the Agent will automatically void this  agreement.

d)All sales made by the Agent of the Kallo Mobile care suite of products shall create a Book of Business owned by  the Agent, which constitutes all funds due to Agent under this agreement flowing from each sale for a period not to  exceed 36 months from the date of acceptance by Kallo of the Client EULA or until the EULA terminates under the  provision that are outlined therein of the Kallo Mobile care suite of products.

e)Agent is required bi-monthly to report all prospects, sales activity, activity reported on Kallo provided leads, and any  current client

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    accounts relating to the Kallo Mobile care suite of products to the Kallo Sales and Marketing department in an  electronic format following the execution of this agreement. Kallo offers and enforces lead and current account  protection for Sales Agents. Kallo shall not allow another Agent to solicit the existing Agents book of business  unless it is understood by all parties the end user client desires the transfer. Kallo shall use its best reasonable  efforts to protect the Agent from aggressive solicitation by another Agent taking any part of the Agent's book of  Business. The report MUST include the Business Name, Key Contact name, telephone number, and address.









  KALLO - MOBILECARE

f) Exclusivity of territory (Nigeria): Agent's appointment shall be exclusive for the Kallo Mobile care suite of  products and services marked in Schedule A to this Agreement. Such appointment constitutes a grant of specific  territory of Nigeria. Exclusivity is granted for the region of Nigeria, The Agent is expected to confirm the first  purchase order as per Schedule D with the down payment within thee (3) months of execution of this agreement and  in order to retain the exclusivity of the territory the Agent shall achieve the target commitment in Schedule D.

g)Agent shall be supplied with marketing material at no cost to agent in electronic format only. Print and mail expense  are the responsibility of the Agent. Web design services, press release services, trade show design services,  marketing content services, and listing services are provided at no cost to Agent as it relates to the Kallo Mobile care  suite of products

h) Marketing and Sales Plan: The Agent shall prior to the signing of this agreement submit and have approved by  Kallo a Marketing and Sales Plan for no less than 3 years committing the sale of no less than 15 Mobile Medical  Clinics, 5 Mobile Clinics in twelve month period following the signing of this agreement as referred to in Schedule D,  with minimum growth per annum thereafter of 20% cumulative. Failure to do this will be considered a material  breach of this agreement.

i)Kallo shall not change the marketing and sales plan during this agreement without first discussing it with Agent and  in the event that mutual agreement cannot be reached will provide at least 12 months' notice of any such change.  Should agreement not be reached, Agent may maintain its existing book of business and cease making sales under  this agreement without prejudice so

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    long as Agent meets its support obligations to its clients and financial obligations to Kallo.













  KALLO - MOBILECARE

j) Competence: Agent agrees to comply in full with Section (2). Subparagraph (c) of this agreement and provide and  acquire appropriate staffing, training and any other requirements for the marketing, and sales of the Kallo Mobile  care suite of products, and to comply with the Kallo training, support, shipping and payment terms.

k) Conduct: Agent shall undertake no acts injurious to the business or goodwill of Kallo. Agent shall use its best  efforts to promote Kallo and its products and service and shall promptly report and follow up all leads provided.  Agent may not offer or promote competitive products without the consent of Kallo.

l) Independent Entities: Notwithstanding the use of the designation Sales Agent. Agent is an independent  contractor and shall at no time have the power  i.to bind Kallo;  ii.to alter or change any terms, conditions, warranties or covenants made by Kallo or  iii.to create in favor of any person any rights, which Kallo has not previously agreed in writing.

m) Form of Relationship: The relationship under this Agreement shall not create any legal partnership, franchise  relationship, agency or other form of legal association between the parties, which would impose a liability of one  party upon the other.

n) Insurance: Agent or its successors shall maintain during the term of this Agreement and while it is still responsible  for its Book of Business:  i.All required workers' compensation or similar insurance;  ii.Comprehensive general liability insurance. Agent shall promptly supply Kallo with proof of such insurance  upon request. Kallo shall maintain comprehensive general liability and errors and omissions insurance for the  Kallo Mobile care suite of products. Kallo shall promptly supply Agent with proof of such insurance upon  request.

o) Records: Agent shall supply to Kallo the full business data of each customer as a qualified prospect and at the time  of sale and shall, during this Agreement and while it is still responsible for its

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    Book of Business, and for a period of one year after the termination of this Agreement maintain records  sufficient for Kallo to verify amounts due under this Agreement relating to the contracts, invoices, accounts,  complaints, and other transactions relating to the placement and licensing of the Kallo Mobile care suite of  products. Kallo may directly, or through its Agent at any time during normal business hours, upon no less than 10  business days' notice, and for any reason inspect such records and other financial information relevant to Kallo  Mobile care suite of products as sold by Agent to its end users, solely for the purpose of verifying amounts due  under this Agreement. Any such information will be confidential information of Agent subject to the provisions of  Section 4.







     Warranties:



  KALLO - MOBILECARE

p) Sub-Agents: Agent shall not be permitted to establish sub-Agents without the express written consent of Kallo.

q) Corrupt Practices: Agent represents that it will not make any payment or transfer anything of value, directly or  indirectly, to any government official or employee; to any officer, director, employee, or representative, or Agent of  any actual or potential customer; or to any other person or entity if such payments would violate applicable laws.

r) Prospects: Agent will provide Kallo with a list of active prospects on a regular basis as outlined in Section (2)  Subparagraph (e) of this agreement. Kallo will use its best efforts to protect these prospects from being solicited by  its other Agents or distributors, and to refrain from solicitation directly by Kallo, while taking into account prospect's  wishes, and in as much as allowed by applicable laws. Agent in return agrees to respect active prospect lists of  Kallo's other Agents. For the above purposes, the Agent at least once every six (6) weeks and where details of  each such contact are logged with Kallo define an active prospect as a prospect that is contacted.

3.WARRANTY AND LIMITATIONS

a)Kallo represents and warrants to Agent that;  i.it has sufficient right, title and interest in and to the Kallo Mobile care suite of products to enter into this  Agreement; and  ii.all Kallo Mobile care suite of products distributed to Agent is free and clear of all liens.

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  Limitation of Warranties:











  KALLO - MOBILECARE

b)Kallo Mobile care suite of products' Warranties Agent's exclusive warranty regarding the Kallo Mobile care suite of  products is set forth in the applicable EULA provided with the Kallo Mobile care suite of products.

c)Except as stated above, Kallo makes no other warranties regarding the Kallo mobile care suite of products and  documentation, and any services provided by Kallo including, without limitation, express or implied warranties, and  expressly disclaims the warranties of fitness for a particular purpose or merchantability, and any other warranty,  express or implied.

d)In no event shall Kallo be liable for indirect, consequential, or incidental damages (including damages for loss of  business profits, business interruption, loss of business information, and the like) arising out of the relationship  between Kallo and Agent even if it has been advised of the possibility of such damages.

e)Kallo's cumulative liability under this agreement, including any cause of action in contract, tort or strict liability, shall  be limited to the license fees paid by agent during the 12 months prior to such event. Kallo's limitation of liability is  cumulative with all Kallo's expenditures to address liability being aggregated to determine satisfaction of the limit.  Agent releases Kallo from all obligations, liabilities, claims or demands in excess of the limitation. The parties  acknowledge that other parts of this agreement rely upon the inclusion of this section and the resulting allocation of  risks.

f) Agent Actions: Kallo shall have no obligation to any party under any warranty given by Agent, its Agents or  employees. Agent shall not make any representation or warranty with respect to the Kallo Mobile care suite of  products other than those stated by Kallo in its written warranty, documentation and literature.

g) Agent Indemnification: Agent agrees to indemnify Kallo and to hold it harmless from and against any loss,  damage, claims or demands whatsoever arising out of Agent's activities that are outside the scope of the EULA  provided by Kallo to the end user regarding use of Kallo Mobile care suite of products. Kallo makes its  representations and warrants to the end user and limits

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    of liability therein via the EULA.





     Each party agrees not to disclose any confidential information received from the other in any form to any employees  who do not have a specific need to use such information or to any outside party (including contractors) without the  other party's prior written consent. All employees or contractors who receive such confidential information must be  bound by written agreement not to disclose such information to any other party.  Each party acknowledges that the unauthorized disclosure or use of confidential information of the other party would  cause irreparable harm and significant injury to the other party that may be difficult to compensate. Accordingly, each  party agrees that the other party will have the right to seek and obtain temporary and permanent injunctive relief in  addition to any other rights and remedies it may have. The obligations of confidentiality shall not apply to information  which;



  KALLO - MOBILECARE

h) Complaints: Agent shall make all reasonable efforts to handle all incidents of customer complaints or demands  regarding the Kallo Mobile care suite of products and shall report promptly to Kallo all such incidents.

i) Kallo indemnification: Kallo agrees to indemnify Agent and to hold it harmless from and against any loss, damage,  claims or demands whatsoever arising out of:  i.Intellectual property infringement arising from the Kallo Suite of Products;  ii.Breach of implied warranty or negligence.  iii.Activities that are outside the scope of the EULA provided by Kallo and issued to the customer through  Agent regarding the use of the Kallo Mobile care suite of products. Kallo further agrees to indemnify  AGENT and to hold it harmless from and against any loss, damage, claims, or demands whatsoever arising  out of Kallo's activities that are outside the scope of this Agreement.

4.CONFIDENTIALITY

i.is in public domain at the time of disclosure,  ii.has been released by the other party without restrictions,  iii.has been lawfully obtained by the disclosing party from a third party under no obligation of confidentiality, or  iv.is independently developed by employees of the disclosing party without access to the confidential  information.

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Kallo reserves the right to revoke or limit the use of Trademarks at any time upon reasonable notice. Non- Compliance with Trademark and Logo Policies shall be considered a material breach of this Agreement.



If at any time Agent acquires any rights in, or any registration or application for, any of the Trademarks by  operation of law or otherwise, it will immediately, upon request by Kallo and at no expense to Kallo, assign such  rights, registrations, or applications to Kallo, along with any and all associated goodwill.



  KALLO - MOBILECARE

5.TRADEMARKS

a) Definition: Trademarks means any and all current or future company names, product names, marks, logos,  designs, trade dress and other designations or brands used by Kallo in connection with its products and services and  all marks similar thereto.

b) License: Kallo grants Agent the right to use the Trademarks solely for the purpose of distributing and marketing the  Kallo Mobile care suite of products provided that Agent:  i.uses the appropriate Trademarks for the corresponding Kallo Mobile care suite of products;  ii.Identifies all Trademarks are registered trademarks of Kallo;  iii.take reasonable steps to modify all objectionable uses of the Trademarks.

c) Ownership: Agent acknowledges that Kallo is the sole owner of the Trademarks and nothing herein shall grant to  Agent any right or interest in the Trademarks. Agent shall not register, or attempt to register, any Trademarks or any  marks confusingly similar thereto in any jurisdiction.

d) Limitations: Except as stated above, Agent is granted no right, title, license or interest in the Trademarks. Agent  acknowledges Kallo's rights in the Trademarks and agrees that any and all use of Trademarks by Agent shall inure  to the sole benefit of Kallo. Agent agrees that it shall take no action inconsistent with Kallo ownership of the  Trademarks and agrees not to challenge Kallo's rights in or attempt to register any of the Trademarks, or any other  name or mark owned or used by Kallo or any mark confusingly similar thereto.

e) Notification: Agent shall promptly notify Kallo of any use by any third party of Trademarks or any use by such third  parties of

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    similar marks which may constitute an infringement or passing off of Trademarks. Kallo reserves the right, in its  sole discretion, to institute any proceedings against such third party infringers and Agent shall refrain from doing  so itself. Agent agrees to cooperate fully with Kallo in any action taken by Kallo against such third parties,  provided that all expenses of such action shall be borne by Kallo and all damages which may be awarded or  agreed upon in settlement of such action shall accrue to Kallo. Refer to Schedule B for available means of  communication to all parties concerned.











  KALLO - MOBILECARE

f) Co-Branding: Kallo agrees for co-branding needs with local government and sponsors logo. This is subject to:  i.The submission to and approval by Kallo of the recommended Logo I Product Name. This is to ensure that the overall  look and feel of the Kallo Mobile care product is maintained.  ii.The supply of the Logo I Product Name in suitable high quality format allowing sufficient time as defined by Kallo to  incorporate co-branding logo on the Mobile clinics.  iii.Kallo agreeing to this will, in no way reduce, undermine, alter or limit their rights as outlined in section 5 and 6 of this  agreement.

6.PROPRIETARY RIGHTS

a) Ownership: Agent understands and agrees that Agent takes title only to the media on which the Kallo Mobile care  suite of products is provided. Title in and ownership of all copies of Kallo products and documentation, Trademarks  and all property rights therein, shall remain at all times vested in Kallo. Agent acknowledges that the Kallo Mobile  care suite of products is protected by domestic and international copyright and other forms of proprietary rights and  agrees not to copy or otherwise reproduce (except as required for distribution to customers), modify, adapt, translate,  reverse engineer, decompile, disassemble or create derivative works based on the Kallo Mobile care suite of  products or the documentation.

b) No Rights Granted: No provision in this Agreement shall be interpreted as an assignment or grant to Agent of any  right, title or interest in the Kallo Mobile care suite of products, documentation or Trademarks.

c) Protection: Agent agrees to take any reasonable step necessary to protect the proprietary rights of Kallo and its

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    suppliers or licensors, including, but not limited to, the proper display of copyright, trademark, trade secret and  other proprietary notices on any copies of the Kallo Mobile care suite of products. Agent must reproduce and  include any such notices, other legends and logos on any backup copies.

Any printed reference to Kallo products must include the following notice (or such notice as required by Kallo)  with:  © Kallo Inc., [YEAR]. All Rights Reserved.











  KALLO - MOBILECARE

d) Copyright Notice: Agent agrees not to remove and shall reproduce and include all copyright notices or confidential  or proprietary legends in and on all copies of Kallo Mobile care suite of products or documentation.

e) Breach: Agent understands and agrees that the protection of Kallo rights in and to the Kallo Mobile care suite of  products, documentation and Trademarks and the prevention of any unauthorized copying, reproduction, modification,  adaptation, translation, reverse engineering, de-compilation, disassembly and creation of derivative works, is of the  essence of this Agreement and that any failure on its part, however minor, to discharge its obligations shall constitute  a material breach of this Agreement.

7.TERM AND TERMINATION

a) Term: This Agreement shall enter into effect on the date it is signed by both parties as shown below.

b) Termination: This agreement shall terminate:

i.upon notification of a Material Breach that is not cured within 10 business days thereafter;  ii.Failure to cure a non-material breach within sixty days of written notice;  iii.Automatically, unless otherwise agreed between parties, in the event that Agent is the subject of a  proceeding in bankruptcy which is not dismissed within 60 days, is placed in receivership, or makes an  assignment for the benefit of its creditors; or by  iv.Termination for Cause by giving 3 months written notice by the Agent or Kallo. If given by Kallo, Cause  shall be defined as non-performance on the part of the Agent by failing to make sufficient efforts to market  the Kallo Mobile care suite of products. Should the parties disagree as to what constitutes sufficient  marketing efforts, the issue will be submitted to binding arbitration. This course of action is not intended to  be a means for

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    Kallo, its successors or assigns, to take over the successful operation of Agent's business generated  under this agreement without fair and just compensation.









  KALLO - MOBILECARE

c) On Termination: Notwithstanding any terms of this agreement to the contrary, upon termination of this Agreement  for any reason whatsoever, Kallo, unless otherwise agreed, shall set aside the Agent's Book of Business to be held  by Kallo.

i.The revenue stream defined by the Book of Business at the time Kallo becomes the controlling party will remain  constant except in as far as any elected reduction in use by its customers. Any increase in use will not be to the  benefit of the Book of Business.  ii.Kallo shall pay over all funds collected from the Book of Business and due to Agent, less a reasonable administration  fee to be assessed and determined by Kallo, to Agent or its designees or assigns immediately upon receipt and act as  a conduit for Agent funds, except in as far as Kallo or its assignees are required to support customers in the Book of  Business in which case the cost of providing such support, will be reasonably assessed and appropriate deductions  made before passing the balance to Agent. In the event Agent does not agree with the costs described in this section,  the issue will be submitted to binding arbitration.  iii.Kallo shall make an accounting of funds collected to Agent or their assigns monthly. Kallo shall permit Agent or its  designated Agent(s) to inspect Kallo's books upon Agent's request at Agent's expense during normal business hours  of Kallo.  iv.Kallo's failure to perform its duties in the event it becomes the controlling party of the Agent's Book of Business is a  non-material breach of this agreement.  v.In any dispute or litigation over the terms of this agreement, the prevailing party shall have reasonable attorney fees in  addition to any settlement or damages awarded.

d) Rights: Upon termination of this Agreement for any reason and unless otherwise agreed, all rights granted to Agent  shall immediately cease and Agent shall immediately return to Kallo all Kallo Products and confidential information  provided by Kallo except as otherwise provided in this Agreement.

e) No Compensation: In the event of an agreed termination of this Agreement by both parties, neither party shall be  liable to the

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    other for damages, losses, or expenses of any kind or character on account of the termination of this agreement  in accordance with its terms, whether such damage, loss, or expense may arise from the loss of prospective  customers of Agent, or expenses incurred or investments made in connection with the establishment,  development, or maintenance of Agent's business. Termination or expiration shall not affect any claim, demand,  or liability of any party created or arising hereunder prior to such time.









  All Kallo Mobile care suite of products distributed by Agent shall be transferred solely in Kallo standard  packaging and through the terms of the appropriate Kallo Mobile care suite of products EULA between the  customer and Kallo provided by Kallo from time to time. Delivery of copies of the Kallo Mobile care suite of  products to Agent is made solely to enable Agent to exercise this right. Agent shall not license or transfer any  Kallo product for the purpose of retransfer by or to others.

  KALLO - MOBILECARE

8.FORCE MAJEURE

a) Definition: Force Majeure shall mean any event or condition not reasonably within the control of either party,  which prevents in whole or in material part the performance by one of the parties of its obligations hereunder or  which renders the performance of such obligations as difficult or costly as to make such performance commercially  unreasonable.

b) Notice: Upon giving notice to the other party, a party affected by an event of Force Majeure shall be released  without any liability on its part from the performance of its obligations under this Agreement, except for the  obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its  performance of such obligations is prevented by the event of Force Majeure. The other party may likewise suspend  the performance of all or part of its obligations hereunder to the extent that such suspension is commercially  reasonable. Refer to Schedule B for available means of communication to all parties concerned

9.ADDITIONAL PROVISIONS

a) Rights: Kallo grants to Agent the non-exclusive and non-transferable right to distribute the use of the Kallo Mobile  care suite of products to commercial end user customers. Refer to section (2) subparagraph (f) for non-exclusive  and exclusive status and qualifying requirements.

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     This Agreement is not assignable by Agent without prior written consent by Kallo. In the event Agent changes its legal  structure or undergoes a substantial change in ownership of its stock or other ownership interest, Kallo shall have the  option of immediate termination of this Agreement. Kallo may assign this Agreement and its interest in the Kallo Mobile  care suite of products to any party without the consent of Agent. This Agreement shall inure to the benefit of any  successor of Kallo and shall not be affected by any change in the ownership or control of Kallo. Agent shall re execute  this agreement within 60 days of the effective date of the change in ownership or change in legal structure or change of  name. Substantial change in ownership is defined as a change in at least 51% ownership of the Agent.

  KALLO - MOBILECARE

b) Limitations: Agent shall distribute only Kallo Mobile care suite of products that Agent has obtained from Kallo and  not from any other seller of the Kallo Mobile care suite of products. For Tax reasons such distribution is deemed to  take place at the Agent's business location identified above.

c) Pricing: The pricing given in Schedule A is the transfer price from Kallo to the Agent and the Agent shall, in its  discretion establish a reasonable price for each of the Kallo Mobile care suite of products EULA as per Schedule A.  For Maintenance Contract pricing and details refer to Schedule A, section (9), subparagraph (B). Kallo reserves the  right to revise and republish prices as shown in Schedule A from time to time.

d) Payment terms: For each Kallo Mobile care suite of products license ordered by Agent from Kallo, Agent shall  pay to Kallo the transfer price set forth in Schedule A. 50% of the total amount to be paid with the signed purchase  order, 35% upon shipping of the goods to the carrier at Canadian port and 15% upon completion of the installation.  Upon delivery of the system the Agent is responsible for getting the signed EULA from the customer before the  installation process starts.

e) Taxes: All taxes from the country of origin and destination including customs duty, withholding taxes, any other  levies - international / local and freight and insurance are to the end-user or customers account. The Agent will work  with Kallo to add all applicable taxes to the pricing given in Schedule A and should be paid to Kallo along with the  purchase order and the 50% of the value of the total system

10.ASSIGNMENT

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  KALLO - MOBILECARE

11.MISCELLANEOUS

a) Complete Agreement: This agreement and the provisions of the current sales agent program guidelines, as  amended from time to time, constitute the entire agreement of the parties with respect to the subject matter hereof  and supersede all previous agreements by and between Kallo and agent as well as all proposals, oral or written and  all prior negotiations, conversations or discussions between the parties related to this agreement. Agent  acknowledges that it has not been induced to enter into this agreement by any representations or statements, oral or  written, not expressly contained herein.

b) Amendment: This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or  waived, in whole or in part, except by written amendment signed by the parties hereto. Refer to Schedule B for  available means of communication to all parties concerned.

c) Unenforceability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision  shall be considered severable from this Agreement and the remaining provisions shall continue in full force and  effect. The parties will replace a severed provision by a provision, which is closest to the intent of the parties.

d) Notices: Notices permitted or required to be given hereunder shall be deemed sufficient if given  i.by registered or certified mail, postage prepaid, return receipt requested, addressed to the addresses given in schedule  B or such other addresses as the respective parties may designate by like notice from time to time, or  ii.by international courier, telefax to or by email, the details of which are given in Schedule B.  iii.Any notice shall be deemed effective when received by the receiving party.

e) Governing Law and Jurisdiction: The laws of the province of Ontario, Canada, govern this AGREEMENT and,  in respect of any dispute, which may arise hereunder; Agent consents to the jurisdiction of the federal and provincial  courts of Ontario, Canada.

f) Counterparts: This Agreement shall be executed in two or more counterparts in the English language and each  such counterpart shall be deemed an original hereof.

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  KALLO - MOBILECARE

g) Waiver: No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver  of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

h) Government: If Agent is acting on behalf of any unit or agency of the United States Government, the following  provisions apply:  i.any products Agent acquires under this Agreement for or on behalf of the United States Government are provided to  the United States of America with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject  to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Kallo Mobile care  suite of products clause at DFARS 252.277-7013 and paragraph (d) of the Commercial Computer Kallo Mobile care  suite of products-Restricted Rights clause at FAR 52.227-19;  ii.Kallo grants Agent the right to transfer Kallo Mobile care suite of products to the United States government subject  to the following restrictions. With the exception of the Department of Defense, you will not distribute the Kallo  Mobile care suite of products to the United States of America except:  a.on terms at least as restrictive as those set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and  Computer Kallo Mobile care suite of products clause at DFARS 252.227-7013 and paragraph (d) of the  Commercial computer Kallo Mobile care suite of products -Restricted Rights clause at FAR 52.227-19, and  b.in compliance with particular department or agency acquisition regulations that provide Kallo protection at least  equivalent to that provided by the above-referenced DFARS and FAR provisions.

i) Export Restrictions: Agent expressly agrees to neither directly or through third parties export nor transmit any  Kallo Mobile care suite of Products to any country to which such export or transmission is restricted or prohibited by  applicable regulations or statutes, or any country other than the United States of America or Canada.

j) Non-Disparagement: During the term hereof and for a period of two years thereafter, each of Agent and Kallo  agrees that it will refrain from making any representation, statement, comment or any other form of communication,  whether written or oral (hereinafter collectively referred to as a Communication), to any third party, including but  not limited to the principals, customers, suppliers and competitors of the other party, which Communication reflects  any opinion, judgment, observation or

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    representation of fact, which has the effect or tendency to, or could have the effect or tendency to, disparage,  denigrate, criticize or otherwise reflect negatively on the other party and/or the other party's products, services,  officers, directors, shareholders, employees or investors (a Disparaging Communication). Each party agrees  that it will use all reasonable commercial efforts to prevent its employees from making any Disparaging  Communications regarding the other party and/or the other party's products, services, officers, directors,  shareholders, employees or investors; provided, however, that nothing in this Section (11), subparagraph (j) shall  restrict or impede the exercise of any rights or remedies of a Party under this Agreement.    In Witness Whereof, the Parties hereto have executed this Agreement as of the date below. And confirm, we have  read, understood and agree to the terms of the strategic alliance agreement - mobile care



  KALLO - MOBILECARE

Kallo Inc.           JOHN CECIL     Signature           John Cecil     Name           Chairman & CEO     Title           Markham, ON 24 OCT 2011     Place Date                   Petro data Management Services Limited   Gateway Global Fabrication Ltd.,              BABAJIDE SOYODE   AJAI KUNNATH  Signature   Signature        Babajide Soyode   Ajai Kunnath  Name   Name        Chairman & CEO   President & CEO  Title   Title          Ikeja, Lagos, Nigeria 24 OCT 2011   River State, Nigeria 24 OCT 2011  Place Date   Place Date

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SCHEDULE - A  Description of Kallo Mobile care suite of products

  The Kallo Mobile Medical Clinics are one of a kind in the world having all the diagnostic capability for basic to mid tier specialty  medical care and these units can be used in the following areas to augment healthcare delivery services.     Places where there is no hospitals or clinics and emergency situations     The Mobile Medical Clinics can be taken by road to these areas and patients or causalities can be taken into the vehicle and  treated immediately with effective and real-time consultation with specialists via satellite.     Hospitals where there is no technology available for diagnosis and treatment     The Kallo Mobile Medical Clinics can be driven to, and parked in existing hospitals and patients can get the latest in technology for  diagnosis and treatment, thus many hospitals in villages and rural areas can be upgraded in their healthcare services with latest  equipment for diagnosis and treatment with the specialist care through remote tele-consultation.     The Kallo Mobile Medical Clinics are designed to take comprehensive health care services (preventive, promotive and curative) to  rural remote villages and will reach out to the most underprivileged but needy people across the country.     The services provided are outpatient services, Ante-natal/post-natal services, identification of difficult pregnancy and referral for  institutional care, Immunization- Mother & children, Minor surgery, BP examination, X-ray, ECG, First Aid, Distribution of Iron  Folic tablets, Vit-A Prophylaxis, Treatment of mal-nutrient cases, etc.

  KALLO - MOBILECARE

1.Mobile Acute Care Clinic

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  The Mobile Chemotherapy Clinic serves as an extension to the chemotherapy administration in the regional Oncology departments  of the teaching / general hospitals or dedicated Cancer hospitals.     Blood work is performed the day before and a nurse is then able to contact the patient in advance to review test results and  schedule treatment sessions and advise pre-treatment preparation of the patient. Chemotherapy drugs and related equipment, all  individually packaged for each patient, is received from the Regional Cancer hospital command center.    Chemotherapy chair that includes a chair-side touch-screen interactive system enabling patients to call a nurse, select a book for  reading from the exhaustive electronic library.     Integrative medicine services such as Reiki, acupressure, and massage therapy can be delivered chair-side by specially trained  nurses on staff.  Telemedicine system to enable patients to communicate with their physicians, nurses, and healthcare professionals from other  disciplines and social work.

  The mobile dialysis clinic works exactly like a dialysis center.  The vehicle has the clinical, technical and support staff and is well equipped with the necessary machinery required to perform the  standard procedure for dialysis.  This includes dialysis machine, recliner, power backup, and a water tank with water purified through reverse osmosis (RO)  system.  It has a fully automated and remote controlled dialysis chair, which works like a dialysis bed and there is a monitor defibrillator and  an artificial respirator. It also carries accessories and equipment required to tackle emergencies.  The machine and accompanying accessories can be moved into homes and patients can receive the treatment along the bedside.

  KALLO - MOBILECARE

2.Mobile Chemotherapy Clinic

3.Mobile Dialysis Clinic

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  Our Mobile care is equipped with a dedicated, affordable and accurate CD4+ T-cell and CD4% enumeration in HIV monitoring  and patient follow-up.  The CyFlow® Counter is a fully equipped portable and ultra compact desktop flow cytometer dedicated for routine CD4 and  CD4% counting (as well as total lymphocyte and WBC counting).  Equipped with Portable and Battery-Operated Fluorescence Microscope for Malaria diagnostics and monitoring.  The Partec CyScope® is a microscope for fluorescence light detection employing incident UV light and transmitted light detection.  Integrated with a CCD camera for taking images of the slide for further investigation by image analysis software.

  The Mobile Clinic Command Center is installed in Specialist / Teaching hospitals to provide real-time support for the Front line  Medical officers and staff in the Mobile Clinics for Clinical care-plan, clinical treatment protocol, clinical diagnostic protocol and  procedures to optimize the Mobile clinic function and to establish seamless continuum of care.    Each Command Center, based on the throughput of patients in the Mobile clinics can manage on an average of 4-5 Mobile clinics.    Note:





  KALLO - MOBILECARE

4.Mobile HIV & Malaria Clinic

5.Mobile Clinic Command Center

a)Medications and medical consumables are not provided in the Mobile Medical Clinics and shall be provided at additional cost.  b)Auxiliary equipment for the Mobile Clinics:

i)Stretchers, backboards, collars, drugs, medications and other medical supplies can be provided at additional cost.  ii)All medical supplies to the government shall be on a contract supply based on demand, negotiated after the principal  purchase order is placed for the Mobile Clinic.

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  Paramedic staff in Kallo's Mobile Medical Clinics are provided a high level of pre-hospital medical training involving key skills not  performed by technicians, including cannulation, cardiac monitoring, intubation etc., by Kallo's Internationally accredited doctors.

  Specialty training (Focused on providing specialty care in conjunction with Specialists at teaching hospitals or Specialist care  hospitals such as Pediatrics, Cardiology, Nephrology etc.,) for Front line Medical officers and staff in the Mobile Clinic and the  Command center provided at additional cost based on assessment of resources and training requirements.

  Basic training for Front line Medical officers and staff is included in the cost. This training is for the duration of 1 week and can  hold 10 people.    Student Material for ACLS for one student is US$80/-  (Includes quick access algorithm cards)  Text Book for Basic Trauma and life support for one student is US$120/-  Cost of Training per any additional week of 5 days is US$ 40,000/- (For Doctors and Clinical/Biomedical Engineers travel stay and  charges)





  KALLO - MOBILECARE

6.Training:

7.Specialty training:

8.Basic training:

9.Maintenance:

A.Mobile Clinic and Command Center maintenance is included in the Five year Standard Mandatory Maintenance as per the  Program description given in Schedule E

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SCHEDULE - B  Communication



  KALLO - MOBILECARE

KALLO  Inc.,

Attn: Mr. John Cecil  Address: 15 Allstate Parkway, Suite #600    Markham, Ontario, L3R 5B4    Canada  Telephone:+1-416-246-9997  Fax: +1-905-415-0332  Email: john@kalloinc.com    anna.s@kalloinc.com      Petro data Management Services Limited.,  Attn: Mr. Babajide A. Soyode  Address: Motorways Centre Block 'B', Ground Floor 1    Motorways Avenue, Alausa,    Lagos, Nigeria.  Telephone:+234-01-2708786  Fax: +  Email: info@petrodata.net    Jide.soyode@gmail.com      Gateway Global Fabrication Ltd.,  Gateway Canada and Gateway International Inc.,  Attn: Mr. Ajai Kunnath  Address: GATEWAY GLOBAL FABRICATION LTD.    No-2 Olodu Street,    Off Oluobasanjo Road,    Portharcourt, Rivers state, Nigeria.  Address: Gateway Canada.    147 Spring Gate Blvd.,    Thorn hill, Ontario, L4J 2B2  Tel: +1-647-288-2763  Mobile: +1-647-9385471  Fax: +  Email: ajai.kunnath@gvcal.com

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SCHEDULE - C  Roles and Responsibilities defined for Kallo's Mobile Care operations in Nigeria under this Strategic Alliance  Agreement  PETRODATA    OPERATIONS

  ADMINISTRATIVE

  KALLO INC



  KALLO - MOBILECARE

1.Customs clearance and delivery of Mobile Clinics.  2.Training of Client's Operations  3.Personnel of various cadres, doctors, nurses, paramedics, drivers, and medical technicians / technologists  4.Maintenance of medical equipment  5.Maintenance of the automobile and the engine of the Mobile Clinic and diesel generators  6.Procurement of communication channels such as satellite feed and high-speed internet connectivity for Command Centers  7.Provision of data acquisition and back-up storage systems  8.Supply of all local manpower, not provided by clients  9.Supply of residential accommodation, land transport, and general  10.Welfare amenities to all foreign personnel  11.Specialized IT and satellite communication support for Mobile Clinics

1.Letters of invitation to Kallo personnel for visas  2.Procurement of all import permits and licenses  3.Accommodation, welfare, and security arrangements  4.Arrangements for meetings with various organizations  5.Local transportation and security  6.Employment of local operational support staff, as required

1.Supply of Mobile Clinics and all operating equipment and software  2.Supply of all training personnel and materials for clinical staff (Doctors, Nurses and Front line Medical officers) and Biomedical  Engineers and software Engineers.  3.Sourcing of backup foreign medical consultants, as required  4.Tele-health consulting for second opinion from medical specialists from US, Canada and UK  5.Procurement of all export permits and licenses  6.Supply of drugs/medications and spare parts during and after the warranty period.

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      GATEWAY

  BAS CONSULTANTS INTERNATIONAL CORPORATION (BASCIC)

  KALLO - MOBILECARE

1.Purchasing and transportation of Mobile Clinics, operating equipment, spare parts, medical consumables, drugs/medications to  various distribution centers in Nigeria to replenish stocks in the Mobile Clinic, from Kallo Inc. Canada.  2.Customs clearance and inland transportation  3.Assistance with local market development and liaison with clients

(Engr. B. A. Soyode)



SCHEDULE - D  Mutually accepted Sales Target



1.All Parties in this agreement appoint BASCIC as Project manager without prejudice.  2.Project development, management and coordination  3.Liaison with Governments and clients and responsible for payments to Kallo and supply chain management of Medical  consumables and medications/drugs from Kallo.

Mobile Clinics Year Estimated Value Remarks  2 Q4 2011 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2012 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2012 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2013 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2013 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2014 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2014 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2015 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2015 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2016 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2016 $14.575 Million To retain Exclusivity for Nigeria

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SCHEDULE - E    Mandatory Medical Equipment Service Program for Five-year Warranty    All equipment provided in the Mobile Clinic are covered under this program and the service provision is a very unique model, where  Senior Biomedical Engineers trained and certified by the manufacturers are to perform the following services located at Kallo  Headquarters, coordinate with the manufacturers and the local onsite support Biomedical Technicians and provide the following  services:



  This program has a set of planned routine maintenance schedule for each device of medical equipment based on the original  equipment manufacturers' recommendations, applicable codes and standards given in section 7.

  This program has scheduled and unscheduled calibration of the medical equipment in the Mobile Clinic. Each medical device has a  scheduled calibration of certain parts critical to the functional accuracy of the equipment, which is carried out as per the original  equipment manufacturers' guidelines. The unscheduled calibration of the equipment is normally carried out if and when there is a  request from the staff or doctors when they observe certain calibration errors.

   Safety of patients, staff, and environment is paramount to the success of the Mobile Care project. The Joint Commission on the  Accreditation of Healthcare Organizations publishes annual lists detailing National Patient Safety Goals  to be implemented by  healthcare organizations. Goals are developed by experts

  KALLO - MOBILECARE

1.Planned and Corrective Maintenance  2.Calibration of Medical Equipment  3.Patient, Staff and Environment safety  4.Breakdown Services and Maintenance  5.Application and operation support  6.Risk Management  7.Codes and Standards adherence for International compliance

1.Planned and Corrective Maintenance

2.Calibration of Medical Equipment

3.Patient, Staff and Environment Safety

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    in patient safety, nurses, physicians, pharmacists, risk managers, and other professionals with patient-safety experience in a variety of  settings. Patient safety is among the most important goals of every healthcare provider, and participation in a variety of committees  and processes concerned with patient safety provides a way for biomedical managers and clinical engineering departments to gain  visibility and positively affect their workplace.     Kallo's Patient and Operator Safety Program uses a comprehensive software where in the actual work process within the Mobile  Care Clinic is monitored by the onsite Biomedical Technicians guided by the Senior Biomedical Engineers at Kallo Headquarters  qualified for managing the patient, staff, and environment safety to international standards.

   The program covers all equipment in the Mobile Clinic. The local onsite Biomedical technicians will be the first response team to  attend to any and all breakdown calls from the Mobile Clinic. The Biomedical Technicians will then have Kallo Biomedical Engineer  support to resolve the issues as quickly as possible. After the breakdown service is carried out and the equipment is fixed and  recalibrated, the Senior Biomedical Engineers would then advise if a maintenance service has to be carried out to due to the nature of  breakdown.

   The program covers all medical equipment in the Mobile Clinic. Kallos'  Certified Clinical Engineers / Biomedical Engineers and  Clinical Application support specialists will be available via Video/Teleconference/Telehealth systems in the Mobile clinic for all  clinical application support in using technology for diagnostic and therapeutic healthcare services. This is a critical component of the  program offered in order to make it successful in using technology at the front end which is normally neglected by all medical  equipment manufacturers' when the equipment is deployed in remote areas with medical staff who are not exposed to technology as  the case may be in urban areas, developed cites or countries.

   This program helps avoid the likelihood of equipment-related risks, minimize liability of mishaps and incidents, and stay compliant with  regulatory reporting requirements.     In addition, user error, equipment abuse, no problem/fault found occurrences

  KALLO - MOBILECARE

4.Breakdown Service and Maintenance

5.Application Support

6.Risk management

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    must be tracked to assist risk management personnel in determining whether additional clinical staff training must be performed.     Risk management for IT networks incorporating medical devices will be covered by the standard ISO/IEC 80001. Its purpose is:  Recognizing that MEDICAL DEVICES are incorporated into IT-NETWORKS to achieve desirable benefits (for example,  INTEROPERABILITY), this international standard defines the roles, responsibilities and activities that are necessary for RISK  MANAGEMENT of IT-NETWORKS incorporating MEDICAL DEVICES to address the KEY PROPERTIES. Such as ISO  20000 in the context of medical applications, e.g. configuration, incident, problem, change and release management, and risk analysis,  control and evaluation according to ISO 14971. IEC 80001 applies to RESPONSIBLE ORGANIZATIONS, MEDICAL DEVICE  manufacturers and other providers of information technologies for the purpose of comprehensive RISK MANAGEMENT.    7. Codes and Standards adherence for International compliance:    1. JCAHO Comprehensive Accreditation Manual  2. AABB  3. NFPA 99  a. Gas and Vacuum Systems  b. Electrical Systems  4. FDA  5. SMDA  6. OSHA

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SCHEDULE - F  Medical Equipment description  Blood Chemistry Analyzer

  KALLO - MOBILECARE

Advanced i-STAT Cartridge Technology or equivalent system    Most Comprehensive Bedside Testing Platform:    i-STAT cartridge technology streamlines traditional lab technology, yet contains many of the components found in complex lab testing  systems. Each test cartridge contains chemically sensitive biosensors on a silicon chip that are configured to perform specific tests.  To perform a test, 2 to 3 drops of blood are applied to a cartridge, which is then inserted into the i-STAT handheld. Prior to running a  test, each cartridge initiates a series of preset quality control diagnostics, from monitoring the quality of the sample to validating the  reagent.    Each i-STAT single-use cartridge uses advanced biosensor technology that applies microfluidics to process the most comprehensive  range of clinical tests in a single platform, allowing clinicians to access the time-sensitive diagnostic information they need, when and  where they need it. Available tests include diagnostic indicators related to disease state and clinical practice guidelines.    Test-specific, single-use i-STAT cartridges are available for a range of clinical tests, including cardiac markers, lactate, coagulation,  blood gases, chemistries and electrolytes, and hematology.    Delivers lab-quality test results to the clinician within minutes  The portable i-STAT handheld makes patient-side testing easy:

  Patient-side testing is as easy as entering the operator and patient information into the handheld, inserting one of the several testing  cartridges, and then viewing test results:



·requires no special sample preparation or user calibration; maintenance is minimal  ·weighs 18 ounces, making it completely portable  ·features ergonomically designed soft keys for comfort and ease of use

·The system prompts users step by step through the testing process  ·Operator and patient information can be entered via barcode scanner  ·Operator lockout prevents unauthorized users from performing or viewing test results

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With over 50,000 handhelds placed in high-acuity settings worldwide-including over 1,800 hospitals-and over 35 million test cartridges  produced annually, the i-STAT System is trusted to provide lab-quality results.    i-STAT Integration Into Point-of-Care Data Management and Electronic Medical Records  The i-STAT® System can integrate test results with your Lab Information System (LIS) and Electronic Medical Records (EMR).  This is achieved through flexible connectivity and interfacing solutions, which serve to ensure your facility gets real-time results in the  patient electronic chart.    i-STAT System integration with Laboratory Information Systems (LIS)/Electronic Medical Records (EMR)

  The i-STAT System connects to the Point-of-Care Data Management System of your choice and then interfaces to the EMR via  your LIS. Integration options include:

  Addressing Documentation Challenges with STATNotes™  STATNotes is a highly customizable documentation solution for the i-STAT 1 handheld. This unique feature facilitates timely  documentation of complex and critical data by prompting the user to enter information into the i-STAT 1 during the testing process.  The information is then automatically uploaded to the patient chart with the test results. Customizing your i-STAT System to prompt  data entry:

  KALLO - MOBILECARE

·Test results are uploaded automatically when the i-STAT handheld is placed in a downloader

·The Central Data Station System from Abbott Point of Care  ·Abbott Diabetes Care PrecisionWeb®  ·Medical Automation Systems RALS+™ RALS® Plus  ·Telcor Quick-Linc®

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STATNotes can help guide users to be compliant with The Joint Commission National Patient Safety Goals and hospital policies. For  example, many of our customers use STATNotes to capture comprehensive ventilator setting information, documentation of critical  test notification, and read back acknowledgment of critical tests and critical values.  Data Management and Laboratory Regulatory Compliance  The i-STAT System gives you control over who can use the device and access test results. It also offers many features designed to  help laboratories maintain regulatory compliance, such as:

  Abbott Point of Care will work with your team to ensure seamless integration with your data management system.    Urine Chemistry Analyzer  CLINITEK Status® Analyzer or equivalent system  Intended Use

  Table of Results  The results shown in shaded areas will be marked as positives, if mark positive results is selected in Instrument Set Up. The results  will be marked by asterisks when displayed, when printed and when the data is transferred to a host computer.

  KALLO - MOBILECARE

·streamlines workflow  ·helps reduce errors  ·allows for increased efficiency  ·facilitates compliance

·managing operator certification and device lockout  ·reporting on operator performance  ·reporting on both liquid and equivalent quality control  ·reporting on reagent usage  ·laboratory Information System interfacing

·The Analyzer is for in vitro use in the semi-quantitative detection of albumin, bilirubin, blood (occult), creatinine, glucose, ketone  (acetoacetic acid), leukocytes, nitrite, pH, protein, specific gravity and urobilinogen in urine samples, depending on the type of  Siemens urinalysis strip used.  ·The semi-quantitative calculation of albumin-to-creatinine and protein-to-creatinine ratios in urine samples, when Clinitek®  Microalbumin and Multistix PRO® Reagent Strips for Urinalysis are used.  ·The detection of human Chorionic Gonadotropin (hCG) in urine samples, when Clinitest® hCG cassettes are used.

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      Urinalysis has become an indispensable tool in healthcare. 

  In today's busy physician's office environment, interruptions are frequent and can contribute to timing errors and variability in results  when urinalysis strips are read visually. Studies have shown that when urinalysis is performed with an instrument, sensitivity is  increased and positives are correctly identified and reported.1

      1. Tighe P. Improving the quality of urine strip testing: The Clinitek 50 urine chemistry analyser. Euro Clin Lab, June 1997,16:20.

  KALLO - MOBILECARE

·Provides important markers to detect early stages of many disease states, such as diabetes, kidney disease and urinary tract  infections.  ·Enhances disease monitoring and patient management.  ·Semi-quantitative results have proven to be cost-effective and virtually immediate.

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    Digital Radiography System  RadPRO D2RS Dynamic Digital Remote RF System or equivalent system  Digital Radiography & Fluoroscopy Solutions

  Features



  KALLO - MOBILECARE

•Canon CXDI-50RF Dynamic/Static Digital Radiography System The RadPRO D2RS Dynamic Digital Remote RF  System is compatible with the Canon CXDI-50RF Dynamic/Static Digital Radiography System that includes a Cesium Iodide  scintillator. Including both dynamic and static capabilities, high resolution images are produced and may be previewed within 2-4  seconds after exposure in the radiography mode with the optional monitor. The radiography mode produces up to 15 frames per  second (fps), and up to 30 fps in the fluoroscopy mode, depending on the image capture mode and size. The detachable cable  allows the digital detector to be used in multiple rooms or multiple locations within the same room.  •Dynamic and Static Imaging The Canon CXDI Control Software RF, designed specifically for the Canon CXDI-50RF  Dynamic/Static Digital Radiography System, features a wide range of fluoroscopic procedures and includes all the standard  DICOM functions. Exams include spine, Osteo-articular, Barium swallow and esophagus, stomach and small intestine, Barium  enema and large bowel, Endoscopy/ERCP, Urography, Cystography, Hysterosalpingography, Myelography, Arthrography,  Venography and more. The software also delivers high-resolution images, generator communication for preset X-ray  parameters, provides actual exposure factors and patient dose information in the DICOM header. Studies that require full spine  and long leg imaging are fully automated. With the automated stitching capability up to 4 images can be stitched together.  

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  Digital Retina Scanner  CR-2 PLUS or equivalent system  Digital Non-Mydriatic Retinal Cameras

  Overview The Canon CR-2 PLUS Digital Non-Mydriatic Retinal Camera provides Color and Fundus Autofluorescence (FAF) imaging within a  small compact design. Geographic Atrophy, Macular Degeneration, Glaucoma, Diabetic Retinopathy and other conditions that can  affect vision may also be identified and monitored using FAF mode. Using invisible infrared alignment light, the digital non-mydriatic  camera may image patients with pupils as small as 3.3 mm (small pupil mode) without dilation drops. This is especially useful when  performing retinal screenings or expediting routine retinal imaging exams during office visits.  

  KALLO - MOBILECARE

• High Quality Images High resolution static images can be previewed within 3-5 seconds after exposure on a monitor  (optional). Images may be configured automatically with post-processing and are ready to be printed or transmitted through  the network using industry standard DICOM protocols.  • Full Patient Coverage End-to-end table coverage is available when the motorized tube column angulation is  combined with the motorized tube rotation. The motorized table adjusts the height, and the low minimum height simplifies  access for patients with mobility issues. When patients arrive at the radiology room on a trolley or in a bed, Smart Access  provides clear access to a 47 inch (120 cm) section of the table top to allow for a simplified transfer. The table loading  capacity accommodates patients weighing up to 500 lbs (230 kg).  • Auto-Positioning  able movements, collimation and spectral filtration settings, exposure and digital acquisition  parameters may be administered with the single touch, remote-controlled user-interface reducing the preparation time needed  for exams.  

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    Features



  KALLO - MOBILECARE

•Non-Mydriatic Fundus Autofluorescence (FAF) Photography Fundus Autofluorescence (FAF) helps monitor macular  waste (e.g. lipofuscin) which can accumulate in the Retinal Pigment Epithelial (RPE) layer. The accumulation of macular waste  can cause conditions such as Age-Related Macular Degeneration (AMD) which can lead to reduced vision. The FAF mode  may be selected by pressing only one button.  •Digital Filter Processing Red-Free and Cobalt digital filters are included and provide enhanced screening exams. Red-Free is  used for evaluating the Retinal Nerve Fiber Layer (RNFL) and vascular structure of the retina associated with documenting  Glaucoma, Diabetic Retinopathy or Hypertension. The Cobalt filter is also used for evaluating the RNFL, as well as Optic Disc  and Optic Disc Drusen. Additionally, Green (Vascular view) and Red channel (Choroid view) digital filter views are also  included.  •Compact and Lightweight  he small design of the CR-2 PLUS facilitates portability when needed using an optional hard shell  transport case sold separately. Canon instrument tables (sold separately) may comfortably fit both the camera and computer  workstation (sold separately). The space saving design also allows for use in limited office space environments.  •Dedicated EOS Camera Technology  Hgh quality diagnostic images are obtained using a dedicated camera for the CR-2  PLUS which incorporates a large, high-definition CMOS sensor with 18 megapixels. When the camera cover is removed, the  LCD may be adjusted to a variety of titled angles to suit the user's point of view.  •Low Flash Intensity and ISO Sensitivity  Th low flash intensity of the CR-2 PLUS minimizes miosis, thus shortening the  time required for taking multiple view exams or stereo images. The reduced brightness improves patient comfort and reduces  the ghost image the patient sees after an exposure. A wide range of low ISO speeds are supported including ISO 200, 400,  800, 1600, 3200 and 6400.  •Automatic Exposure Function  TheCR-2 PLUS measures the volume of infrared light from the retina and automatically  adjusts the flash intensity for observation and photography. This feature may be set to ON/OFF and can be adjusted using the  operation panel.  •Control Panel  The implified design of the control panel can be easily handled by an examiner. The one-handed joystick may  be used to position the camera to acquire the desired image. In darkly lit rooms, the operation panel illuminates for easier  navigation. The short main body of the CR-2 PLUS provides minimal distance between the patient and the operator allowing  easy access to adjust the patient's position or eyelids.  •Retinal Imaging Control Software  Usingthe Canon Retinal Imaging Control Software (RICS), images can be captured,  viewed, processed, printed and saved to a permanent storage database. The Canon RICS complies with the DICOM®*  Standard. Images may be stored as DICOM or JPEG files. For more information, visit Retinal Imaging Control Software.  

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    Ultrasound Scanner  LOGIQ 9 or equivalent system

  E-Series transducers Incredible transducer technology makes imaging incredibly easy.  E-Series transducers set an entirely new standard in  acquiring extraordinary images. The moment you put the transducer on the patient, these highly advanced, ergonomically designed  transducers work with the agile architecture to maximize image quality.  

    Highly advanced transducer technologies for high-quality images:

  Acoustic Amplifier Technology built into the new E-Series transducers achieves higher sensitivity by recycling the acoustic  energy that used to pass through the transducer crystal. It redirects this previously wasted energy back into the piezoelectric crystal,  adding significantly to the transducer sensitivity.

  KALLO - MOBILECARE

·Acoustic Amplifier Technology  ·Single Crystal Technology  ·Matrix Array Technology  ·Volume Hybrid Technology

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    Single Crystal Technology increases bandwidth, offering better signal to noise and improved axial resolution and penetration.    Matrix Array Technology helps achieve uniform resolution throughout the field of view, eliminating the compromise between  penetration and image resolution.    Volume Hybrid Technology encompasses a new range of Volume transducers bringing an outstanding spatial and temporal  resolution.    LOGIQ E9 knows the next step of a scan and helps you get there like no other ultrasound system can. It's all part of the  technologically advanced Scan Assistant, your customizable scanning protocol.    Scan Assistant does things that an ultrasound system has never done before, including automatically steering color Doppler and  setting up imaging controls and modes for you. Now you can truly concentrate less on keystrokes and more on patient care.    Digital Smartscope

  KALLO - MOBILECARE

Optomed Smartscope or equivalent system    Optomed Smartscope is a digital camera that provides general, ophthalmoscope, otoscopic and dermatoscopic imaging with one hand  -held device.







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    Multi Function Digital Stethoscope  CMS VESD Digital Stethoscope or equivalent system

     CMS-VESD is a multi-functional visual stethoscope. On the basis of stethoscope function, it is added with ECG and SpO2 monitoring  function. The multi-functional characteristic of the device makes it is effective on emergency treatment.

Specification

Stethoscope



  KALLO - MOBILECARE

·Compact and portable, easy to use  ·Suitable for adult, pediatric and neonatal patients.  ·Heart, Lung, Heart and Lung sound models for Stethoscope.  ·Large color LCD display of ECG, SpO2 and Pulse rate  ·Adjustable audible and visual alarms  ·Real-time monitoring.24 hours storage and review of data  ·SD card memory, all data can be transferred to a PC  ·Low power consumption.

·Power Supply : Lithium Battery DC3.6~DC4.2V  ·Display : 2.4 Color LCD

·Heart：20～230Hz  ·Lung：100～800Hz  ·H& L：20～800Hz  ·Accuracy:± 2 bpm

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    Heart Rate

   Pulse Rate

   SpO2

  Patient Weighing Scale for Telehealth  UC321 Digital Weighing scale or equivalent system    Personal Scales for Telemonitoring



  An accurate and precise scale specifically designed for telemedicine applications.  The UC-321 series provides highly accurate and precise measurements for telemedicine applications. These scales are one of the  thinnest and lightest scales on the market. Measuring less than 1 thick, it is easy to step on and store.

  KALLO - MOBILECARE

·Measurement range: 30bpm～300bpm;  ·Accuracy: ± 2 bpm

·Measurement range: 30bpm 250bpm;  ·Accuracy: ± 2 bpm or ± 2%

·Measurement range: 35%～100%;  ·Accuracy: 70~100% (± 2% ) <70% unspecified.

·Precise measurements  ·Displays weight in either pounds or kilograms  ·Memory recall with time/date stamp on select models  ·Includes four attachable feet for carpet use  ·Motion Tolerance Mode on select models

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  KALLO - MOBILECARE

This sleek and stylish unit offers more precise readings and functionality compared to traditional scales. Available with wired or  wireless communications.    Digital Blood Pressure Monitor for Telehealth  AND Digital Blood Pressure Monitor or equivalent system    Blood Pressure Monitors for Telemonitoring



  A leading blood pressure monitoring system among telemonitoring service providers.  This blood pressure monitor can send real-time blood pressure measurements to the Access Point. These devices can also operate in

·Professional accuracy via oscillometric method  ·Clinically validated  ·One button operation  ·Memory storage  ·Provides time and date stamp  ·Each monitor has unique serial number  ·Meets ANSI/AAMI SP10 standards

a batch-mode to send a number of measurements with time and date in a single request command. Available with wired or wireless  communications.            Page 42





      Telepharmacy Solution    Integrates remote or local pharmacist-controlled dispensing system cabinetry and software, pharmacy software and televideo  technology into one system individually designed to meet all your needs. It brings real-time medication dispensing and pharmacist  counseling to the point of care.

Improves patient care and satisfaction



  KALLO - MOBILECARE

·Provides immediate medication access - no more waiting or unnecessary trips.  ·Enhances prescription fulfillment - resulting in greater patient compliance.  ·System software/multiple barcode verifications virtually eliminate dispensing errors.

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SCHEDULE - G  Kallo Mobile care suite of products  (Price is subject to change based on the requirement and configuration of various systems in the Mobile Clinic, and is exclusive of taxes,  levies custom duties, freight and insurance.)

  KALLO - MOBILECARE

Description Kallo Price Agent Markup End user price Mobile Acute Care Clinic - Base price $2,650,000 $265,000 $2,915,000

  NOTE:  PRICING INCLUDES TELE PHARMACY SYSTEM COSTING $150,000/ - FOR EACH MOBILE CLINIC.

Standard Mandatory Maintenance Service for 5 years $2,915,000 $1,457,500 $4,372,500     $1,722,500 $7,287,500                 Description Kallo Price Agent Markup End user price Mobile Chemotherapy Clinic - Base price $1,850,000 $185,000 $2,035,000 Standard Mandatory Maintenance Service for 5 years $2,035,000 $1,017,500 $3,052,500     $1,202,500 $5,087,500                 Description Kallo Price Agent Markup End user price Mobile Dialysis Clinic - Base price $1,600,000 $160,000 $1,760,000 Standard Mandatory Maintenance Service for 5 years $1,760,000 $880,000 $2,640,000     $1,040,000 $4,400,000                 Description Kallo Price Agent Markup End user price Mobile HIV & Malaria Clinic - Base price $1,800,000 $180,000 $1,980,000 Standard Mandatory Maintenance Service for 5 years $1,980,000 $990,000 $2,970,000     $1,170,000 $4,950,000                 Description Kallo Price Agent Markup End user price Command Center for Mobile Clinics $550,000 $55,000 $605,000 Standard Mandatory Maintenance Service for 5 years $605,000 $302,500 $907,500     $357,500 $1,512,500

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Output: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?