PRODUCTDISTRIBUTION OPTION AGREEMENT (the“Agreement”)

Knight would pay to Synergy the Cost of Goods plus 10% of the Cost of Goods resulting from the sales of the Products in the applicable Territory.

“Cost of Goods” means, with respect to the Products, the production cost of such Products (for the avoidance of doubt, including manufacturing oversight and quality assurance) calculated in accordance with internal cost accounting methods consistently applied by Synergy for its other similar pharmaceutical products; provided, that such methods comply with IFRS. Cost of Goods shall include direct labor, direct materials (including taxes and duties), but exclude corporate administrative overhead, any costs associated with excess capacity, any royalties or license fees payable to third parties and any other indirect costs. Notwithstanding the foregoing, in the event the Product is manufactured by a third party supplier and procured by Synergy, the “Cost of Goods” shall include the costs charged for such Product by such third party supplier to Synergy.

Should Synergy wish to repurchase the distribution right on a Product for Territories from Knight in lieu of the automatic renewal referred to above, it may do so by paying to Knight the Repurchase Amount, being an amount equal to the Net Sales for the Product in the Territories over the previous 24 months prior to the end of the applicable Term.

“Net Sales” means the gross amounts invoiced by or on behalf of Knight and its Affiliates (defined below) for sales of Products to third parties that are not Affiliates of Knight in bona fide, arms-length transactions, less the following deductions if and to the extent they are (i) determined in accordance with Knight’s accounting standards which are in accordance with IFRS, (ii) actually taken by Knight or its Affiliates and (iii) included in the gross invoiced sales price of any Products or otherwise directly paid or incurred by Knight or its Affiliates with respect to the sale of Products:

(a) cash discounts;

(b) rebates;

(c) direct to customer discounts;

(d) charge-backs;

(e) bad debt;

(f) amounts repaid or credited by reasons of defects, rejections, recalls, returns; and

(g) tariffs, duties, excise, sales, value-added and other similar taxes (other than taxes based on income).

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Knight would agree to perform, among other things, each of the following covenants:

(a) Preparing and filing all applications and seeking regulatory approvals in the applicable Territory for the Products, including the payment of fees in connection therewith;

(b) Assuming the reasonable costs of intellectual property filings (including trademark filings), procurement and maintenance for all intellectual property applications and registrations associated with the Products in the applicable Territory, provided that, notwithstanding any limited licence thereof, ownership of all intellectual property rights relating to the Products shall remain the exclusive property of Synergy;

(c) Assuming all marketing, sales and distribution expenses related to the promotion of the Products in the applicable Territory; and

(d) Preparing an annual marketing and sales plan relating to the Products in the applicable Territory.

Synergy would agree to perform, among other things, each of the following covenants:

(a) Providing Knight with all documentation relating to the submissions for regulatory approval to the U.S. Food and Drug Administration or the European Medicines Agency for the Products within one month from submission;

(b) Where applicable, providing reasonable assistance to Knight with the regulatory submission of the Products in the applicable Territory;

(c) Providing full assistance and cooperation with respect to securing intellectual property protection in the applicable Territory for the Products (including reasonable trademark protection), provided that, notwithstanding any limited licence thereof, ownership of all intellectual property rights relating to the Products shall remain the exclusive property of Synergy;

(d) Not to assign the intellectual property associated with the Products to any third party, other than (i) to wholly owned affiliates of

Synergy, or (ii) in connection with a sale of all or substantially all of the assets of Synergy;

(e) Selling the Products in finished packaged form to Knight;

(f) Coordinating launch activities with Knight, including pharmacovigilence, pricing, reimbursement, positioning and health care conferences;

(g) Providing international marketing and sales materials;

(h) Providing trademarks for the applicable Territory.