dated as of August 9, 2004 between PRONOVA BIOCARE A.S. Postboks 420, Vollsveien 6, NO-1327 Lysaker, Norway (hereinafter PRONOVA)

(ii) normal and customary trade, cash and quantity discounts, allowances and credits which reduce the effective price of the Product or Additional Product (other than price discounts granted at the time of invoicing which have been already been included in the gross amount invoiced); (iii) coupons, chargebacks, retroactive price adjustments and other incentive payments and rebates (or the equivalent thereof); (iv) any invoiced freight, postage, shipping, insurance, warehousing and other transportation and storage charges related to the shipment of the Product or Additional Product; and (v) taxes and similar duties, levies and charges collected, charged or otherwise required to be paid by or on behalf of RELIANT in respect thereof.

to Section 14), as such therapeutic equivalence shall be determined by the FDA and demonstrated by an “A” code designation (i.e., the product is rated AA, AN, AO, AP, AT or AB) in the publication “Approved Drug Products with Therapeutic Equivalence Evaluations, also known as the “Orange Book”) (each, an “Equivalent Product”).

“Serious or Unexpected Adverse Drug Experience” means any adverse drug experience occurring at any dose that results in any of the following outcomes: death, a life-threatening adverse drug experience, inpatient hospitalization or prolongation of existing hospitalization, a persistent or significant disability/incapacity, or a congenital anomaly/birth defect. Important medical events that may not result in death, be life-threatening, or require hospitalization may be considered a Serious or Unexpected Adverse Drug Experience when, based upon appropriate medical judgment, they may jeopardize the patient or subject and may require medical or surgical intervention to prevent one of the outcomes listed in this definition as more fully defined in 21 C.F.R. (Section 314.80 or Section 600.80, as applicable). An unexpected adverse drug experience means any drug experience that is not listed in the current labeling for the drug product. This includes events that may be symptomatically and pathophysiologically related to an event listed in the labeling, but differ from the event because of greater severity or specificity. Unexpected refers to an adverse drug experience that has not previously been observed (i.e., not included in the labeling) rather

than from the perspective of not being anticipated from the pharmacological properties of the pharmaceutical product.

(b) supply any API to any third party for ultimate sale and/or distribution outside the Territory. RELIANT further agrees that it shall use commercially reasonable efforts, consistent with applicable laws and regulations, to impose and enforce similar restrictions on its and its subsidiaries’ licensees, customers and distributors; provided that such obligation to use commercially reasonable efforts to enforce restrictions shall not require RELIANT to commence any legal action to enforce such restrictions unless PRONOVA first reasonably demonstrates that failure to adhere to such restrictions are resulting in the sale or importation of volumes of Product, any Additional Product, the API or an active pharmaceutical ingredient substantially similar to the API outside the Territory having an aggregate value [***] per year.

Current Registration Status of Product; Acquisition by PRONOVA. PRONOVA hereby represents, warrants and covenants to RELIANT: (a) that the Registration for the Product has been filed in the name of, and is currently held by, Abbott Laboratories or one of its subsidiaries or Affiliates (collectively, “Abbott”); (b) that the Registration for the Product being prosecuted by Abbott is the only Registration for the Product (regardless of indication) based on intellectual property rights owned, controlled or licensed by PRONOVA (and PRONOVA is not currently aware of any other Registrations in the Territory for the Product, any Additional Product or the API); (c) that PRONOVA has the unconditional (except for a fee payable by PRONOVA to Abbott), irrevocable and indefeasible right and option to acquire all right, title and interest to any and all Registrations for the Product from Abbott no later than the earlier to occur of (i) forty-five (45) days following FDA approval of the Registration for the Product for the HTG indication, or (ii) forty-five (45) days following June 30, 2005 in the event that the FDA has not approved the Registration for the Product by such date (it being acknowledged that the foregoing forty-five (45) day time periods include a thirty (30) day termination right plus an additional seven (7) to fourteen (14) day period during which Abbott shall assign, transfer and return to PRONOVA the actual Registration(s) and related data, information and correspondence); provided that the foregoing time periods set forth in this clause (c) do not include any delays resulting from any regulation or other requirement requiring approval or other action by the FDA in order that such transfer of a Registration be effective; (d) that PRONOVA has provided or caused to be provided, and will continue to provide or cause to be provided, to RELIANT a correct and complete copy of any and all Registration(s) for the Product, including, all data, clinical and CMC data, information and correspondence included in or related to the Registration or the file for application of the Registration for the Product (or, as applicable, the reasonable access thereto for RELIANT); (e) that, except for certain redacted portions, PRONOVA has provided to RELIANT a true, correct and complete copy of the Abbott Agreement (as defined in Section 15.1(d)), and such agreement is currently in full force and effect; (f) that PRONOVA shall not amend, waive or otherwise modify any provision of or rights or obligations under the Abbott Agreement without the prior written consent of RELIANT, which shall not be unreasonably withheld, delayed or conditioned; and (g) that PRONOVA shall fully pay, perform and discharge its obligations under the Abbott Agreement, when and as due, and shall fully enforce and protect its rights, benefits and privileges under the Abbott Agreement. PRONOVA shall acquire the Registration for the Product from Abbott and, subject to the terms of this Agreement, transfer unencumbered ownership to the Registration(s) (including, all data, clinical and CMC data, information and correspondence included in or related to the Registration(s) or the file for application of the Registration(s)) for the Product to RELIANT, without undue delay after the Actual Abbott Handover Date. In any event RELIANT must have received the Registration(s) for the Product no later than sixty (60) days following FDA approval of the Registration of the Product or September 15, 2005, whichever comes first (the “Abbott Outside Date”); provided that the Abbott Outside Date shall be postponed

for any delays resulting from any regulation or other requirement requiring approval or other action by the FDA in order that such transfer of a Registration be effective. Prior to the date RELIANT receives the Registration, RELIANT shall have no obligations under this Section 3. In the event that PRONOVA shall not have transferred the Registration for the Product to RELIANT by the Abbott Outside Date, any and all amounts previously paid by RELIANT to PRONOVA shall be immediately refunded by PRONOVA to RELIANT.

Rights to Clinical Data. PRONOVA currently has rights to clinical data with respect to Other Products currently in existence or under development from its, licensees and partners, which PRONOVA is not prevented from disclosing to RELIANT. Hereafter,

PRONOVA shall use commercially reasonable efforts to obtain rights to clinical data for any Other Products from its licensees and partners. If PRONOVA obtains rights to such clinical data that PRONOVA is not prevented from disclosing to RELIANT, RELIANT will, for regulatory filing or promotional purposes only in the Territory, receive a fully paid up royalty free license to use and cross reference the clinical data from planned and ongoing studies related to such Other Products by PRONOVA and/or its partners. RELIANT shall use commercially reasonable efforts to obtain rights to clinical data for the Product from its Affiliates and partners. If RELIANT has rights to such clinical data that RELIANT is not prevented from disclosing to PRONOVA, RELIANT hereby grants to PRONOVA a fully paid up royalty free license to use and cross reference clinical data for the Product from RELIANT’s own and/or its partners’ clinical studies for regulatory filing and promotional purposes outside the Territory only. A list of current clinical trials and PRONOVA’s rights to these is set out in Schedule 3.6.

Information Needed to Comply with Regulatory Requirements. Notwithstanding anything in this Agreement to the contrary, PRONOVA shall provide to RELIANT, on a timely basis, all such information, data and other information in PRONOVA’S possession as may be required by RELIANT to obtain and maintain the effectiveness of any

Registrations and Regulatory Approvals, complete any required process validations, and to comply with all Regulatory Requirements and the requests or requirements of any Regulatory Authorities, with respect to the Product and any Additional Products.

Territory. Similarly, after FDA approval of any Additional Product, PRONOVA shall supply to RELIANT the total of RELIANT’s requirements of the API for the Additional Product for sale and distribution in the Territory. The provisions of this Section 5 shall apply to the supply of API for any Additional Product in the same manner as they apply to the supply of API for the Product.

Compliance. PRONOVA shall manufacture the API in an FDA-approved facility and supply the API to RELIANT at all times in full compliance and conformance with the Act, FDA’s cGMP regulations for pharmaceuticals, the applicable Specifications and any other applicable Regulatory Requirements in effect at the time of shipment. In addition to the foregoing, PRONOVA, in its own name engaged in the performance of the actions contemplated hereby, including, without limitation, the manufacture, sale and supply of API hereunder, hereby represents, warrants and covenants to RELIANT that all API that is manufactured, supplied and delivered by PRONOVA under and pursuant to this Agreement: (i) will conform in all respects to the applicable Specifications; (ii) will be free and clear from all liens, encumbrances and defects of title (with the possible except of a purchase money security interest in favor of PRONOVA to secure amounts owned by RELIANT in respect of such shipment of API); and (iii) will comply with all of the requirements under the applicable Registration, the Act, Norwegian Regulatory Requirements for the API production in Norway and US Regulatory Requirements; and (iv) will not, at the time of such delivery, (A) be adulterated or misbranded within the meaning of the Act, or (B) be an article which may not, under the provisions of the Act, be introduced into

interstate commerce for the purpose of incorporation into a pharmaceutical product for which Regulatory Approval has been granted. RELIANT shall use its commercially reasonable efforts to inform PRONOVA of any changes to US Regulatory Requirements that would require any changes to the Specification or other aspects of the API production (at a cost sharing to be agreed between the Parties if the modification requirements are substantial).

Notice to RELIANT. In the event PRONOVA, the API or any facility at which the API or any component thereof is manufactured, packaged, tested or stored are inspected by any Regulatory Authority, PRONOVA shall promptly notify RELIANT, to the extent that such inspection affects or could reasonably be expected to affect the API, the Product, any Additional Product or the manufacture thereof under this Agreement, of (i) any such inspection with reasonable advance notice, and (ii) any alleged written violations or deficiencies relating to the manufacturing facility at which API is manufactured, packaged, tested or stored, and (iii) the corrective action to be taken, and shall promptly contest such alleged violations or deficiencies in good faith or take the required

corrective action, each at PRONOVA’s sole expense. If, based on a specific observation made by any Regulatory Authority following an audit or inspection, either Party reasonably determines that the API was manufactured or stored under conditions that materially deviated from cGMPs, Regulatory Requirements or any applicable law, rule, regulation, guideline or procedure, including the Act, the Parties shall agree upon the appropriate action to be taken in conformance with the FDA 483 or the action letter received from FDA by PRONOVA relating to the API.

Certificate of Compliance. Prior to the first shipment of API hereunder and thereafter at least once per year thereafter, PRONOVA shall provide a certificate of compliance, in form and substance reasonably satisfactory to RELIANT, certifying compliance with the Specifications, FDA’s cGMP regulations, the Act,

Regulatory Approvals, Regulatory Requirements and all related processes and procedures contemplated hereby.

Rejection of Shipment; Additional Testing. If, following inspection, RELIANT rejects any shipment, it shall promptly so notify PRONOVA, and the Parties shall thereafter

attempt in good faith to determine whether such API shipment did or did not conform to the applicable Specifications and shall reasonably cooperate with each other for such purpose (including, but not limited to, providing the other Party with reasonable access to all documents, filings and other relevant materials then in such Party’s possession or reasonably accessible to such Party and RELIANT’s provision to PRONOVA of samples of such shipment for testing). If either Party determines that such shipment did not conform to the Specifications, either Party may, if such Party determines it to be relevant, submit samples of such shipment to an independent laboratory of nationally recognized standing for testing. If such independent laboratory determines that the shipment conformed in all respects to the Specifications, RELIANT shall bear all expenses of shipping and testing such shipment samples and shall be obligated to accept and pay for such shipment. If PRONOVA or such independent laboratory confirms that such shipment did not meet the Specifications in all respects, PRONOVA shall replace, at no cost to RELIANT, that portion of the shipment that does not conform to the Specifications, and shall bear all expenses of shipping and testing the shipment samples, including any costs incurred by RELIANT in returning such API to PRONOVA or its designee. Except in instances of gross negligence or intentional misconduct by or on behalf of PRONOVA, RELIANT agrees that, in the event that PRONOVA replaces all of the non-conforming portion of such shipment within sixty (60) days of the confirmation by or to PRONOVA that such shipment did not meet the Specifications and otherwise bears the expenses contemplated by this Section 5.9, the remedies provided for in this Section 5.9 shall be RELIANT’s sole remedies for the failure of such shipment to conform to the Specifications. In the event that PRONOVA fails to replace all of the non-conforming portion of such shipment within sixty (60) days of the confirmation by or to PRONOVA that such shipment did not meet the Specifications, such failure shall constitute a Failure to Supply (as defined in Section 5.12(a)) and shall give rise to the rights and obligations of the Parties under Section 5.12.

Facility Inspection. If based on a facility inspection or audit by RELIANT as provided herein, or based on a specific observation made by any Regulatory Authority following an audit or inspection, RELIANT determines and notifies PRONOVA that a shipment or portion of a shipment was manufactured under conditions that materially deviated from the Act, cGMPs or Regulatory Requirements, the Parties shall agree upon the appropriate action to be taken in conformance with the FDA483 or the action letter received from FDA by PRONOVA relating to the API, the Product or any Additional Product. If rejection of API is warranted, PRONOVA shall replace, at no cost to RELIANT, that portion of the API shipment that was manufactured under conditions materially deviating from the Act, cGMPs or Regulatory Requirements. Any non-conforming portion of any shipment shall be disposed of as directed by PRONOVA, at PRONOVA’s expense. Except in instances of gross negligence or intentional misconduct by or on behalf of PRONOVA, RELIANT agrees that, in the event that PRONOVA replaces all of the non-conforming portion of such shipment within sixty (60) days of the determination and notification to PRONOVA that such shipment was manufactured under conditions materially deviating from the Act, cGMPs or Regulatory Requirements, and otherwise bears the expenses contemplated by this Section 5.10, the remedies provided for in this Section 5.10 shall be RELIANT’s sole remedies for the fact such shipment was manufactured under conditions materially deviating from the Act, cGMPs or Regulatory

Requirements. In the event that PRONOVA fails to replace all of the so deviating portion of such shipment within sixty (60) days of the determination and notification to PRONOVA contemplated by this Section 5.10, such failure shall constitute a Failure to Supply and shall give rise to the rights and obligations of the Parties under Section 5.12.

reveals any inaccuracies in the amount of any inventory or with respect to RELIANT’s allocation thereof, then PRONOVA shall reapportion the inventory in accordance with this Agreement and, in the event that such inaccuracy is in excess [***], then PRONOVA shall reimburse RELIANT for the reasonable cost of such audit.

signing of this Agreement pursuant to Section 4.1 (as set out in Schedule 4.1) (i.e., the initial up front payment, excluding any subsequent Approvable Letter or final FDA approval payments paid pursuant such provisions) and that receipt of payment of such amounts shall be RELIANT’s sole remedy for a Non-Force Majeure Failure to Supply; provided, however, that such limitation on liability and remedies shall not apply in the event that such failure to supply is the result of PRONOVA’s gross negligence or intentional misconduct, but shall otherwise be subject to the limitations under Section 16.4.

shall not be in breach of this Agreement as a result thereof. Failure to reach agreement on revised Base Minimum Purchase Levels shall be resolved through arbitration in accordance with this Agreement. In addition, following a Product Material Adverse Event, the Parties shall confer and agree upon any other appropriate revisions to RELIANT’s obligations with respect to the development and commercialization of the Product pursuant to this Agreement, and RELIANT’s obligations and PRONOVA’s rights under Sections 5.2, 5.4 and 8 shall be suspended until such time as the Parties shall have reached a mutual agreement regarding appropriate revisions thereto.

Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [***] until midnight of the day of expiration of the last to expire of the Patents; and (ii) [***] The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar year.

first reduced to practice, whether directly or through one or more Affiliates or other licensees, PRONOVA may discuss with RELIANT terms and conditions for such use, and any such terms and conditions agreed by the Parties prior to the initiation of such development programs shall apply to the grant of any such licenses or sublicenses to or by RELIANT as contemplated by this sentence.

PRONOVA in writing in advance, such approval not to be unreasonably withheld, delayed or conditioned. RELIANT shall only use the Trademark in accordance with the specifications set forth in Schedule 1.35. The Parties shall discuss trademarks to be used for any Additional Products, but RELIANT shall be under no obligation to use any of PRONOVA’s Trademarks for any Additional Products developed by RELIANT. Other than the Trademarks, any other trademark used by RELIANT for the Product or any Additional Product shall, as between RELIANT and PRONOVA, be owned solely by RELIANT.

Quality Control. PRONOVA shall have the right to monitor and observe RELIANT’s encapsulation, packaging, marketing, selling and distribution of Products and Additional Products for the purpose of protecting and maintaining the standards of quality established by PRONOVA for products sold under the Trademarks. RELIANT shall permit PRONOVA’s authorized personnel to enter RELIANT’s premises at all reasonable times, with reasonable advance notice, to inspect RELIANT’s encapsulation, packaging, marketing, selling and distribution facilities and operations, and to inspect and test all Products and Additional Products produced for sale under the Trademarks. RELIANT shall, upon request from PRONOVA from time to time at PRONOVA’s discretion, without undue delay send samples of advertising and promotional materials, as well as goods and promotional and advertising materials bearing or sold under the Trademarks, and any other documents which may permit PRONOVA to determine whether the Product or Additional Product and Trademarks used meet the standards, specifications and directions approved by PRONOVA. If PRONOVA at any time finds that any of such Products being sold under the Trademarks are not being encapsulated, packaged, marketed, sold or distributed in accordance with standards of quality acceptable to PRONOVA or have been packaged in a misleading or deceptive manner, or otherwise have been encapsulated, packaged, marketed, sold or distributed in a manner in violation

of Section 12.1 of this Agreement, PRONOVA may notify RELIANT in writing of such deficiencies, and RELIANT shall use its commercially reasonable efforts to correct such deficiencies as soon as practicable thereafter. With respect to third-parties performing any activities in respect of the Product or any Additional Product hereunder, RELIANT shall obtain for the benefit of PRONOVA inspection opportunities consistent with the foregoing.

Notification. Each Party will notify the other Party if it becomes aware of the activities of any third party in the Territory that are believed to infringe any of the Intellectual Property Rights and shall supply the other Party with any evidence available to it pertaining to the infringement. The Parties shall consult as to a potential litigation

strategy or strategies against the alleged infringer and shall use commercially reasonable efforts to terminate such alleged infringement without litigation.

Ownership of Intellectual Property Rights and Right to License. PRONOVA is the true and valid owner or licensee of the Intellectual Property Rights and, except as set forth on Schedule 15.2(a), has the right to, and will, grant the rights and licenses to RELIANT under this Agreement, free and clear of any liens, security interests, licenses, obligations, transfer agreements, enforceable claims, royalties or encumbrances. The Patents listed on Schedule 1.22 constitute all of PRONOVA’s patent rights, and the Trademarks listed on Schedule 1.35 constitute all of PRONOVA’s trademark rights, in each case either issued or pending, with

respect to the API or the Product in the Territory. EXCEPT AS STATED HEREIN, PRONOVA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY RIGHTS OF THE PRODUCT; BY WAY OF EXAMPLE BUT NOT OF LIMITATION, PRONOVA MAKES NO REPRESENTATIONS OR WARRANTIES OF COMMERCIAL UTILITY, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE PRACTICE OF THE INTELLECTUAL PROPERTY RIGHTS OR THE MANUFACTURE, USE, SALE OR OFFER FOR SALE OF API, PRODUCT OR ADDITIONAL PRODUCT (IT BEING AGREED THAT NOTHING IN THE FOREGOING DISCLAIMER SHALL LIMIT OR OTHERWISE RESTRICT RELIANT’S INDEMNITY RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 13.4 HEREOF).

Validity; No Infringement. To the knowledge of PRONOVA, the Intellectual Property Rights are valid. With the exception of Pharmacia’s pending patent application, to PRONOVA’s knowledge, there are no circumstances in existence such that the manufacture, import/export, registration, sale, offer for sale, promotion or marketing of the Product in Territory or the use of the Intellectual Property Rights within the Territory infringes or will infringe any patent,

trademark, trade name, copyright or legally protectable right of any third party. The Parties acknowledge that PRONOVA has not undertaken, and shall not be required to undertake, any independent investigation as to the matters covered by this representation.

Notice of Claims. The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 16.3 shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 16 without the indemnifying party’s prior written consent (which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third-parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder, the indemnifying party at its sole cost and expense may, upon written notice to the

indemnified party received by the indemnified party within ten (10) calendar days after the indemnifying party’s receipt of notice of such claim, assume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such claims or legal proceedings and, at the indemnifying party’s sole cost and expense (which costs and expenses shall not be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the indemnifying party does not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of all settlement negotiations with third-parties and of the progress of any litigation with third-parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third person.

Indemnification Not Sole Remedy. Each Party hereby acknowledges that the indemnification provided for under this Section 16 shall in no manner limit, restrict or prohibit (unless liability is otherwise expressly limited by the terms of this Agreement) either Party from seeking any recovery or remedy provided at law or in equity from the

other Party in connection with any breach or default by such other Party of any representation, warranty or covenant hereunder.

Recall; Withdrawal. PRONOVA and RELIANT will each maintain or cause to be maintained such traceability records as are necessary to permit a recall, withdrawal or field correction of the Product (each, a “Recall”). Each Party will give telephonic notice (to be confirmed in writing) to the other within twenty-four (24) hours of the receipt of any information which indicates a Recall may be necessary. The decision to conduct and the right to control a Recall will be solely that of RELIANT, after appropriate consultation with PRONOVA. Each Party will cooperate fully with the other in

connection with any Recall efforts. If any Recall is the result of the design, formulation or manufacture, storage or handling of the API by or on behalf of any PRONOVA Indemnitee (as defined in Section 16.2), PRONOVA will bear the cost of the Recall and replace API contained in recalled Product with conforming API at no additional charge hereunder and will reimburse RELIANT for all of RELIANT’s reasonable direct costs and expenses actually incurred by RELIANT in connection with the Recall including, but not limited to, direct costs of retrieving Product or Additional Products already delivered to customers and direct costs and expenses RELIANT is required to pay for notification, shipping and handling charges; provided, however, that for each such Recall (a) RELIANT will in good faith consult with PRONOVA and, to the extent commercially reasonable, implement PRONOVA’s recommendations on how best to conduct the Recall including, without limitation, the notification and retrieval of Product or Additional Product, and (b) prior to any reimbursement hereunder, RELIANT will provide PRONOVA with detailed supporting documentation of all costs and expenses for which reimbursement is being sought. If a Recall of Product or any Additional Product distributed is due to any act or omission of RELIANT, RELIANT will remain responsible for the costs of such Recall and will reimburse PRONOVA for all of the reasonable direct costs and expenses described above actually incurred by PRONOVA (if any) in connection with such Recall including, but not limited to, administration of the recall and such other reasonable direct costs as may be reasonably related to the Recall.

as an active ingredient) within the later to occur of: (i) [***] following RELIANT’s receipt of written notification from the FDA (or copy thereof) requiring such studies as a pre-condition to Regulatory Approval of the Product for the HTG indication (or such other product); and (ii) [***] following the transfer of the Registration for the Product or such other product to RELIANT (or the granting to RELIANT of the right to reference such Registration); or

then PRONOVA shall provide written notice to RELIANT thereof, together with such data, documents and other information upon which PRONOVA has made such determination. In the event that RELIANT disputes PRONOVA’s Adverse Safety Determination, RELIANT may, at its expense, engage a third party to review the Adverse Safety Determination (including any data, documents and other information relied upon by PRONOVA in connection therewith) and PRONOVA shall fully cooperate with such third party’s review. PRONOVA agrees to review and consider in good faith any findings of such third party reviewer in connection with such Adverse Safety Determination.

Return of Rights to PRONOVA. Upon termination of this Agreement in accordance with Section 20 (other than Section 20.4), but not in the event of expiration of this Agreement in accordance with Section 19, RELIANT shall take such actions as may be necessary to

promptly assign to PRONOVA, or a third party designated by PRONOVA, any and all rights and Registrations with respect to the Product that may be in the name of RELIANT or any of its Affiliates or sublicensees, including but not limited to any NDA, ANDA and/or any other registrations with the FDA or other Governmental Authority.

PRONOVA’s Information. Except as provided in Section 22.3 or elsewhere in this Agreement, all Confidential Information provided by PRONOVA to RELIANT, whether

in writing, orally or through access to such Party’s premises, and concerning this Agreement, shall be maintained in strict confidence by RELIANT. Such information shall remain the property of PRONOVA, and RELIANT shall not use the same for or on behalf of any person or entity other than PRONOVA or make use of any such information except as permitted by this Agreement without the express prior written approval of PRONOVA.

Public Announcements. Except as otherwise required by applicable law or regulation (or reasonably determined by either Party upon advice of legal counsel to be required by applicable law or regulation), neither Party shall make any publicity releases, interviews

or other dissemination of Confidential Information concerning the Product (the purpose of which is not advertisement or promotion), this Agreement or its terms, or either Party’s performance hereunder, to communication media, financial analysts or others without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed. Either Party may, upon written notice to the other, make any disclosure in filings with Governmental Authorities as required by law or applicable court or other order; provided, however, that the other Party shall have the opportunity to review and comment on such disclosures and filings.

Dispute Resolution. Except as otherwise provided in Section 7.1, Section 7.2 and Section 7.3/Schedule 7.3, all disputes hereunder shall be resolved using binding arbitration under the commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be held in New York, New York. Any dispute, controversy or claim arising under or relating to this Agreement shall be finally settled exclusively by arbitration under the International Arbitration Rules of the American Arbitration Association (the “Rules”) provided however that nothing herein shall prevent or prohibit any Party from seeking injunctive/equitable relief in any court within appropriate jurisdiction. Unless otherwise agreed in writing, any arbitration shall be conducted in the English language and shall be held in New York City, New York, and heard by a panel of three (3) arbitrators. Each party shall nominate one arbitrator. The third arbitrator, who will be chairman of the arbitral tribunal, shall be appointed in accordance with the Rules. The decision and award of the arbitral tribunal shall be final and binding and may be entered in any court of competent jurisdiction, for which purpose, and for all other purposes under this Agreement, each party hereto submits to the jurisdiction and venue of the U.S. District Court for the Southern District of New York. The costs of any such arbitration shall be borne equally by the Parties or paid by the non-prevailing Party, subject to the arbitrators’ discretional decision. PRONOVA agrees that in the event RELIANT institutes an appropriate action seeking injunctive/equitable relief for specific performance under this Agreement, RELIANT shall not be required to provide PRONOVA with service of process of a complaint and summons under the procedures set forth in the Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters (the “Hague Convention”), or via any Norwegian judicial process or system. Under such circumstances, RELIANT need only provide PRONOVA with two copies of a true,

correct and lawfully issued summons and complaint, via Federal Express (priority delivery).

By:

By:

Typed or printed name:

Typed or printed name:

Title:

Title:

Schedule 1.6

Schedule 1.22

Schedule 1.35

Schedule 2.6

Schedule 3.6

Schedule 4.1

Schedule 5.2

Schedule 5.12(b)

Schedule 7.2

Schedule 7.3

Schedule 12.2

Schedule 15.2(a)