CONTRACT NO. 0702/12

CONTRACT NO. 0702/12

This Contract (the “Contract”) is entered into as of July 2, 2013, by and between:

Lithera, Inc, a company incorporated and existing in accordance with the State of Delaware and having its registered office at 9191 Towne Centre Drive, Suite 400, San Diego, California, 92122, USA, hereinafter referred to as “SELLER”,

and

NovaMedica LLC, a company incorporated and existing in accordance with the laws of the Russian Federation and having its registered office at Sokolnichesky Val, 38, of. VII, 107113, Moscow, Russian Federation, hereinafter referred to as “BUYER”.

SELLER and BUYER are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

PREAMBLE

WHEREAS, BUYER is desirous to purchase from SELLER the Product (as defined below) solely for the purpose of conducting clinical trials in the Russian Federation, and SELLER agrees to supply Products to the SELLER for this purpose,

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants of the Parties hereinafter contained, the Parties hereto agree as follows:

clinical trials, up to the Anticipated Maximum Quantity of the medicinal product LIPO202 in bulk form (i.e., unlabeled vialed drug) (hereinafter referred to as the “Product”) in accordance with the terms described below. All supply of Product hereunder shall be initiated by a purchase order placed by BUYER, which written purchase order shall include the quantity of Product ordered and the requested shipment date (“Delivery Orders”). Each Delivery Order shall be subject to acceptance via invoicing by SELLER and once accepted, shall be binding on both Parties. SELLER shall accept and fill all validly placed Delivery Orders (i.e., that comply with the terms and conditions of this Contract). For clarity, it is acknowledged that SELLER shall not be obligated to accept orders to the extent that doing so would result in SELLER supplying to BUYER more than the Anticipated Maximum Quantity (taking into account all quantities of Product which SELLER has delivered or is obligated to deliver under any prior Delivery Orders). Additionally, notwithstanding anything to the contrary in this Contract, it is understood that SELLER shall not be obligated to accept any Delivery Order until such time as SELLER has retained a third party contract manufacturer (“CMO”) to manufacture Product and Exhibit 1 has been completed, which SELLER commits to do as soon as reasonably practicable, and in any event within 9 months of the date of execution of this Contract. In the event that SELLER rejects a Delivery Order from BUYER, SELLER shall so notify BUYER in writing and BUYER shall have the option to either (i) modify the Delivery Order based on the Parties’ mutual discussion, or (ii) cancel the Delivery Order.

Anticipated Maximum Quantity are reasonably required for BUYER’s obtaining regulatory approval for Product in the Russian Federation (such additional quantities, “Excess Quantities”), SELLER agrees to use its reasonable efforts to accept and fill Delivery Orders from BUYER for such Excess Quantities, provided that in the event SELLER is unable to accept or fill Delivery Orders for Excess Quantities despite its reasonable efforts to do so, such inability shall not be deemed a material breach of this Contract.

B) The price for each shipment of Products shall be denominated in US Dollars, understood as per CIP (Moscow) (Incoterms 2010). The Parties shall sign the additional agreement hereto setting forth the total price and/or total quantity of the Products to be supplied hereunder, if required by mandatory rules of the legislation of the Russian Federation.

C) Products will be delivered either in bulk form or labeled for clinical use in accordance with the requirements of

the United States Food and Drug Administration. BUYER shall be responsible for labeling (or overlabeling, as applicable) of the Products at its own expense.

D) With respect to shipments of Product supplied by SELLER from Existing Inventory, payment to SELLER shall be made by BUYER within 30 days from the date such shipment is delivered into the custody of the carrier for delivery to BUYER. With respect to shipments of Newly Manufactured Product, payment shall be made in accordance with the procedures and timelines set forth in Exhibit 1. Other terms of payment may be agreed to by SELLER in writing.

date, the “Seven (7) Business Day Window”). For clarification, delivery of Product to the carrier within the Seven (7) Business Day Window shall be deemed meeting such shipment date. With respect to shipments of Newly Manufactured Product, delivery of such Product (including applicable lead times for orders) shall be as set forth in Exhibit 1.

With respect to shipments of Newly Manufactured Product, shipment and delivery procedures shall be as set forth in Exhibit 1.

documentation accompanying the Products.

the claim is accepted refunding the purchase price of the rejected Products including customs expenses borne by BUYER and also expenses (if applicable) borne by BUYER during receipt, storage, certification, customs clearance of the damaged and/or poor quality Products. In the case SELLER disputes such rejection because it believes that that Products in question are not defective (or that the defect is due to the mishandling or incorrect or inappropriate storage (i.e., not in accordance with the specifications) of the Products by BUYER), samples of the rejected Products may be submitted for tests and a decision by a mutually agreed upon, independent and reputable third party laboratory in the United States, which appointment shall not be unreasonably withheld or delayed by either Party. The determination of such laboratory shall be final and binding upon the Parties. The Party against whom the determination is made shall be responsible for the fees and expenses of such laboratory. In the event the laboratory finds that the Products are defective, SELLER shall issue to BUYER a credit-note as described above within 10 business days of such determination. In the event the laboratory finds for the SELLER, BUYER shall be obligated to pay for such Products to the extent payment has not already been received. With respect to damaged and/or poor quality Newly Manufactured Product, rejection and refund/replacement procedures shall be as set forth in Exhibit 1.

For clarity, the right to receive a

credit-note as set forth in this Section 5.4 shall be BUYER’s sole and exclusive remedy with respect to any damaged and/or poor quality Product supplied by SELLER from Existing Inventory under this Contract and the remedies set forth in Exhibit 1 shall be BUYER’s sole and exclusive remedy with respect to damaged and/or poor quality Newly Manufactured Product.

POSSIBILITY OR LIKELIHOOD OF SAME. WITHOUT LIMITING THE FOREGOING, SELLER’S AGGREGATE LIABILITY UNDER THIS CONTRACT FOR PRODUCT CLAIMS THAT DO NOT RESULT FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT SHALL IN NO EVENT EXCEED ONE MILLION U.S. DOLLARS ($1,000,000).

force majeure from availing itself of the protections otherwise afforded to it under this Section 7.1. If the force majeure in question continues for a continuous period in excess of six months, the Parties shall enter into good faith discussions with a view of mitigating its effects or to agree upon such alternative arrangements as may be fair and reasonable. In case no such arrangement can be agreed upon, the other Party not affected by force majeure will be entitled to terminate this Contract by giving three (3) months notice to the Party affected by force majeure.

terminate this Contract in its entirety upon ninety (90) calendar days prior written notice to SELLER.

B) Articles 6, 9 and 11 and Sections 5.4 and 8.3 shall survive the expiration and any termination of this Contract. Except as otherwise provided in this Article 8, all rights and obligations of the parties under this Contract shall terminate upon the expiration or termination of this Contract.

termination or the performance or breach of this Contract, as well as any non-contractual obligation arising out of or in connection with it, which is not resolved by mutual agreement, above, shall be finally settled by binding arbitration under the Rules of the London Court of International Arbitration (the “LCIA”) then in effect.

Party to another Party: (i) the conduct of the Parties in the transactions or occurrences that gave rise to the dispute or claim, including any conduct of a Party that was reckless, willful, malicious, in bad faith or illegal; (ii) the objective reasonableness of the claims and defenses asserted by a Party; (iii) the extent to which an award of costs and attorney fees would deter future bad faith claims or defenses; (iv) the objective reasonableness of the Parties and the diligence of the Parties and their attorneys during the proceedings; (v) the objective reasonableness of the parties and the diligence of the Parties in pursuing settlement of the dispute; and (vi) such other factors as the Arbitral Tribunal may consider appropriate under the circumstances.

If to SELLER:

Lithera, Inc., addressed to:

9191 Towne Center Drive, Ste 400

San Diego, California, 92122 USA

Facsimile: 858 ###-###-####

For the attention of: President and CEO

If to BUYER:

NovaMedica, LLC

125047 bldg 29/22 1st Brestskaya Street

Moscow Russian Federation

Facsimile: +7 495 545-39-12

For the attention of: CEO of LLC “D-Pharma”, Managing Company Vladimir Gurdus

SELLER:

Silicon Valley Bank

Routing No. 121140399

Acct No. 33-00556011

BUYER:

USD account 40702840192000004435 in GPB (Open Joint-Stock Company) Moscow Correspondence account 30101810200000000823

determination by a court or agency that the Parties are not independent contractors as a result of the Party defaulting in its obligations pursuant to this Section.

business of SELLER to which this Contract relates (the “Successor”), whether by merger, sale of stock, sale of assets or similar transaction, operation of law, or otherwise; provided, however, that an affiliate or Successor must accept all rights and obligations under this Contract. Notwithstanding the foregoing, SELLER may subcontract the performance of its obligations under this Contract to one or more third parties, provided that SELLER shall remain liable under this Contract for the performance of all its obligations under this Contract.

IN WITNESS WHEREOF, this Contract has been executed by the Parties as of the day and date first above written.

SELLER:

/s/ George Mahaffey

Name:  George Mahaffey

Title:    CEO

BUYER:

/s/ Vladimir O. Gurdus

Name:  Vladimir O. Gurdus

Title:    CEO of LLC “D-Pharma”, Managing company of

             LLC “NovaMedica”