---

---

•	Develop effective sales, advertising and marketing programs;

•	Integrate our acquired brands;

•	Grow our existing product lines;

•	Develop innovative new products;

•	Respond to the technological advances and product introductions of our competitors; and

•	Continue to grow our presence in the United States and international markets.

---

---

(1)

We have prepared the information included in this Annual Report on Form 10-K with regard to the market share and ranking for our brands based in part on data generated by Information Resources, Inc., an independent market research firm (“IRI”). IRI reports Total U.S. Multi-Outlet retail sales data in the food, drug, mass merchandise markets (including Walmart), Dollar Stores, selected Warehouse Clubs (BJ's and Sam's) and DeCA military commissaries, representing approximately 90% of Prestige Brands categories for retail sales.

(2)	“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.

(3)	“Market share” is based on sales dollars in the United States, as calculated by IRI for the 52 weeks ended March 24, 2013.

(4)

“ACV” refers to the All Commodity Volume Food Drug Mass Index, as calculated by IRI for the 52 weeks ended March 24, 2013.  ACV measures the ratio of the weighted sales volume of stores that sell a particular product to all the stores that sell products in that market segment generally.  For example, if a product is sold by 50% of the stores that sell products in that market segment, but those stores account for 85% of the sales volume in that market segment, that product would have an ACV of 85%.  We believe that a high ACV evidences a product’s attractiveness to consumers, as major national and regional retailers will carry products that are attractive to their customers.  Lower ACV measures would indicate that a product is not as available to consumers because the major retailers generally would not carry products for which consumer demand is not as high.  For these reasons, we believe that ACV is an important measure for investors to gauge consumer awareness of the Company’s product offerings and of the importance of those products to major retailers.

(5)	Gaviscon is distributed by us in Canada only and the market information was obtained from an independent third party market research firm for the period ending November 17, 2012.

---

•	Effective Marketing and Advertising;

•	Sales Excellence;

•	Extraordinary Customer Service; and

•	Innovation and Product Development.

---

•	Investments in Advertising and Promotion

•	Growing our Categories and Market Share with Innovative New Products

•	Increasing Distribution Across Multiple Channels

•	Growing Our International Business

---

•	Pursuing Strategic Acquisitions

---

---

•	Over-the-Counter Healthcare; and

•	Household Cleaning.

---

---

---

(1)	Includes estimates for some of our wholesale customers that service more than one distribution channel.

---

---

---

---

---

---

---

•	Consumer spending may continue to be curtailed, resulting in downward pressure on our sales;

•	Our customers may continue to ration the number of products that reach store shelves resulting in a reduction of the number of products that are carried at retail, particularly those that are not number one or two in their category;

•	Our customers may continue to reduce overall inventory levels to strengthen their working capital positions which could result in additional sales reductions for us during those periods that our customers implement such strategies;

•	Our customers may continue to increase the number and breadth of products that are sold via their “private label” to the detriment of our branded products;

•	Our customers may continue to reduce store count by closing additional marginally performing stores resulting in sales reductions, and an inability to repay amounts owed to us; and

•	Our suppliers may suffer from sales reductions which could diminish their working capital, impede their ability to provide product to us in a timely manner or in sufficient quantities, and result in an increase in prices.

---

•	Difficulties achieving, or an inability to achieve, our expected returns;

•	Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;

•	Delays in realizing the benefits of the acquired company or products;

•	Higher costs of integration than we anticipated;

•	Difficulties in retaining key employees of the acquired business who are necessary to manage the business;

•	Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or

•	Adverse customer or stockholder reaction to the acquisition.

•	Changes in the legislative or regulatory requirements of the countries or regions where we do business;

•	Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;

•	Fluctuating foreign exchange rates could result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers;

---

•	Regulatory oversight and its impact on our ability to get products registered for sale in certain markets;

•	Potential trade restrictions and exchange controls;

•	Inability to protect our intellectual property rights in these markets; and

•	Increased costs of compliance with general business and tax regulations in these countries or regions.

•	Suspend manufacturing operations;

•	Modify product formulations or processes;

•	Suspend the sale of products with non-complying specifications; or

•	Change product labeling, packaging or advertising or take other corrective action.

---

---

•	Increase our vulnerability to general adverse economic and industry conditions;

•	Limit our ability to engage in strategic acquisitions;

•	Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•	Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

•	Place us at a competitive disadvantage compared to our competitors that have less debt; and

•	Limit, among other things, our ability to borrow additional funds on favorable terms or at all.

•	Borrow money or issue guarantees;

•	Pay dividends, repurchase stock from, or make other restricted payments to, stockholders;

•	Make investments or acquisitions;

•	Use assets as security in other transactions;

•	Sell assets or merge with or into other companies;

•	Enter into transactions with affiliates;

---

•	Sell stock in our subsidiaries; and

•	Direct our subsidiaries to pay dividends or make other payments to us.

---

•	Increases and decreases in average quarterly revenues and profitability;

•	The rate at which we make acquisitions or develop new products and successfully market them;

•	Our inability to increase the sales of our existing products and expand their distribution;

•	Adverse regulatory or market events in the United States or in our international markets;

•	Litigation matters;

•	Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities;

•	Seasonality of our products;

•	Fluctuations in commodity prices, product costs, utilities and energy costs, prevailing wage rates, insurance costs and other costs;

•	Our ability to recruit, train and retain qualified employees, and the costs associated with those activities;

•	Changes in advertising and promotional activities and expansion to new markets;

•	Negative publicity relating to us and the products we sell;

•	Unanticipated increases in infrastructure costs;

•	Impairment of goodwill or long-lived assets;

•	Changes in interest rates; and

•	Changes in accounting, tax, regulatory or other rules applicable to our business.

---

---

---

---

---

(1)

The Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded.  The peer group index was constructed in connection with the Company’s analysis of its executive compensation program in light of the Company's significant recent growth. The peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Hi Tech Pharmacal Co. Inc., (iv) Helen of Troy, Ltd., (v) Inter Parfums, Inc., (vi) Lifetime Brands, Inc., (vii) Maidenform Brands, Inc., (viii) Smart Balance, Inc., (ix) USANA Health Sciences, Inc., (x) WD-40 Company, and (xi) Zep, Inc.

---

---

(1)	For 2012 and 2011, cost of sales included $1.8 million and $7.3 million, respectively, of charges related to the step-up of inventory associated with acquisitions.

(2)	General and administrative expense included $13.8 million of costs related to the GSK Brands acquisition and $1.7 million of unsolicited offer defense costs in 2012, and $7.7 million of costs related to the acquisitions of Blacksmith and Dramamine in 2011.

---

---

---

---

---

---

---

---

•	Brand History

•	Market Position

•	Recent and Projected Sales Growth

•	History of and Potential for Product Extensions

---

•	Reviews period-to-period sales and profitability by brand;

•	Analyzes industry trends and projects brand growth rates;

•	Prepares annual sales forecasts;

•	Evaluates advertising effectiveness;

•	Analyzes gross margins;

•	Reviews contractual benefits or limitations;

•	Monitors competitors’ advertising spend and product innovation;

•	Prepares projections to measure brand viability over the estimated useful life of the intangible asset; and

•	Considers the regulatory environment, as well as industry litigation.

---

•	Type of instrument (i.e., restricted shares vs. an option, warrant or performance shares);

•	Strike price of the instrument;

•	Market price of our common stock on the date of grant;

•	Discount rates;

•	Duration of the instrument; and

•	Volatility of our common stock in the public market.

•	Rules and regulations promulgated by regulatory agencies;

---

•	Sufficiency of the evidence in support of our position;

•	Anticipated costs to support our position; and

•	Likelihood of a positive outcome.

---

---

---

---

---

---

---

---

---

•	$250.0 million of 8.25% 2010 Senior Notes due 2018;

•	$250.0 million of 8.125% 2012 Senior Notes due 2020;

•	$445.0 million of borrowings under the 2012 Term Loan; and

•	$33.0 million of borrowings under the 2012 ABL Revolver

•	Have a leverage ratio of less than 7.25 to 1.0 for the quarter ending March 31, 2013 (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges, and certain other items (“EBITDA”)).

---

•	Have an interest coverage ratio of greater than 1.50 to 1.0 for the quarter ending March 31, 2013 (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 2.50 to 1.0 for the quarter ending June 30, 2016, and remains level thereafter; and

•	Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ending March 31, 2013 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term.

(1)

Represents the estimated interest obligations on the outstanding balances of the 2012 Term Loan, 2012 ABL Revolver, 2012 Senior Notes and 2010 Senior Notes, together, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of 7.9%.  Estimated interest obligations would be different under different assumptions regarding interest rates or timing of principal payments.

(2)	Purchase obligations for inventory costs are legally binding commitments for projected inventory requirements to be utilized during the normal course of our operations.

(3)	Purchase obligations for other costs are legally binding commitments for marketing, advertising and capital expenditures.  Activity costs for molds and equipment to be paid, based solely on a per unit basis without any deadlines for final payment, have been excluded from the table because we are unable to determine the time period over which such activity costs will be paid.

(4)	We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.

---

•	General economic conditions affecting our products and their respective markets;

•	Our ability to increase organic growth via new product introductions or line extensions;

•	The high level of competition in our industry and markets (including, without limitation, vendor and stock keeping unit ("SKU") rationalization and expansion of private label product offerings);

•	Our ability to invest in research and development;

•	Changing consumer trends or pricing pressures which may cause us to lower our prices;

•	Our dependence on a limited number of customers for a large portion of our sales;

•	Our expectations regarding increased advertising and promotion spending for acquired brands;

•	Our ability to grow our international sales;

•	Our dependence on third-party manufacturers to produce the products we sell;

•	Price increases for raw materials, labor, energy and transportation costs;

•	Disruptions in our distribution center;

•	Acquisitions, dispositions or other strategic transactions diverting managerial resources, or incurrence of additional liabilities or integration problems associated with such transactions;

---

•	Actions of government agencies in connection with regulatory matters governing our industry;

•	Product liability claims, recalls and related negative publicity;

•	Our ability to protect our intellectual property rights;

•	Our dependence on third parties for intellectual property relating to some of the products we sell;

•	Our assets being comprised virtually entirely of goodwill and intangibles;

•	Our dependence on key personnel;

•	Shortages of supply of sourced goods or interruptions in the manufacturing of our products;

•	The costs associated with any adverse judgments rendered in any litigation or arbitration;

•	Our level of indebtedness, and possible inability to service our debt;

•	Our ability to obtain additional financing; and

•	The restrictions imposed by our financing agreements on our operations.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

4.	Divestitures

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(a)(1)	Financial Statements

(a)(2)	Financial Statement Schedules

(b)	Exhibits

---

---

(1)	We increased our reserves for Trade Promotion and Consumer Coupon Redemption by $3.0 million and $2.0 million, respectively, in an effort to gain market share for the PediaCare brand.

(2)	Reflect the applicable amounts acquired from the purchase of Blacksmith on November 1, 2010.

---

---

---

(a)

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(b)	“Board” has the meaning ascribed to such term in the first recital.

(c)	“Change in Control” means

---

(d)

“Controlled Affiliate” means any Entity that is directly or indirectly controlled by the Company. For the purposes of this definition, “control,” when used with respect to any specified Entity, means the power to direct the management and policies of such Entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; provided that direct or indirect beneficial ownership of voting securities or other interests in an Entity entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of managers or directors (or persons performing comparable functions) of such Entity shall be deemed to constitute control.

(e)

“Corporate Status” means the capacity of an individual as a Director (including corresponding service as an Officer) of the Company or as a director, officer, partner, trustee, employee or agent of any other Person at the request of the Company. For the purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company if Indemnitee is or was serving as a director, officer, partner, trustee, employee or agent of any other Person and (i) such Person is or at the time of such service was a Controlled Affiliate, (ii) such Person is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(f)	“Company” has the meaning ascribed to such term in the preamble and also includes, without limitation, any Entity that is the successor entity to the Company by merger, combination, consolidation, or other transaction in which the separate existence of the Company ceases.

(g)	“D&O Insurance” means the directors’ and officers’ liability insurance maintained by the Company.

(h)	“Director” means an individual who is or was a member of the Board and includes, unless the context requires otherwise, the estate or personal representative of a Director.

(i)	“Disinterested Director” means a Director, who at the time of any vote referred to in Section 8.2, Section 8.3 or Section 9, is not:

---

(1)	A party to the Proceeding giving rise to the subject matter of the decision being made; or

(2)	An individual having a familial, financial, professional or employment relationship with Indemnitee whose indemnification or advance for Expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on such Director’s judgment when voting on the decision being made.

(j)	“Entity” means a corporation (including any Subsidiary), partnership, limited liability company, joint venture, joint-stock corporation, trust, employee benefit plan, association, foundation, organization, or other enterprise or legal entity, unincorporated organization or government (or any subdivision, department, commission or agency thereof).

(k)	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l)

“Expenses” includes, without limitation, attorneys’ fees and retainers, court costs, transcript costs, fees of experts and vendors (e.g., electronically stored information providers), travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and other disbursements or expenses of the types customarily incurred in connection with a Proceeding that are actually and reasonably incurred by Indemnitee:

(1)	by reason of his being a Party to or otherwise participating in, or in connection with the investigation, defense, appeal or settlement of, or the preparation for investigation, defense, appeal or settlement of, a Proceeding;

(2)	in connection with a Proceeding for which Indemnitee is requested or subpoenaed to appear as a witness;

(3)

enforcing his rights under this Agreement or any other agreement or under applicable law, the certificate of incorporation or the bylaws of the Company or any applicable Subsidiary now or hereafter in effect relating to indemnification for Proceedings and including, without limitation, claims for payment of Interim Expenses or for establishing a right to indemnification pursuant to Section 8.7; or

(4)	in connection with his pursuing a recovery under the D&O Insurance.

(m)	“Interim Expenses” means Expenses incurred by Indemnitee or that Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee and as to which Indemnitee’s counsel provides supporting documentation, in each case in connection with any Proceeding in advance of the final disposition of the Proceeding.

---

(n)	“Loss” and “Losses” means any amount which Indemnitee incurs or becomes obligated to pay as a result of any Proceeding, including, without limitation:

(1)	all judgments, penalties and fines, and amounts paid or to be paid in settlement;

(2)	all interest, assessments and other charges paid or payable in connection therewith; and

(3)	any federal, state, local or foreign taxes imposed (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise as a result of the actual or deemed receipt of any payments under this Agreement).

(o)	“Officer” means an individual who is or was an officer of the Company and/or any Subsidiary. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(p)	“Party” includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a Proceeding.

(q)	“Person” means any individual or Entity.

(r)

“Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, whether formal or informal, based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her Corporate Status, or (ii) Indemnitee’s Corporate Status or, in the case of a Spouse, that Person’s status as a spouse of an Indemnitee, including, without limitation, any Proceeding that, in the case of a Spouse, seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to a Spouse.

(s)	“Special Legal Counsel” means a law firm or an attorney that:

(1)	neither is nor in the past five years has been retained to represent in any material matter the Company, any Subsidiary, Indemnitee, any other party to the Proceeding, or any of their respective Affiliates;

(2)	under applicable standards of professional conduct then prevailing would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights to indemnification under this Agreement; and

(3)	is reasonably acceptable to the Company and Indemnitee.

---

(t)	“Spouse” means any person to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement and includes a person to whom an Indemnitee did not remain married during the entire period of such coverage.

(u)

“Subsidiary” of a Person means any Entity at least fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. Unless otherwise expressly provided, all references in this Agreement to a “Subsidiary” shall mean a Subsidiary of the Company.

(v)	“Trust” and “Trustee” shall have the respective meanings set forth in Section 9.

(w)	“Voting Securities” means any securities of the Company that vote generally in the election of Directors.

(a)	any Expenses; and

(b)	any Losses.

(a)	the termination of any Proceeding or any claim, issue or matter in a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Proceeding, claim, issue or matter;

(b)	the termination of a proceeding by a judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Indemnitee did not act in good faith, did not meet a particular standard of conduct,

---

(c)

for purposes of any determination of good faith, the Indemnitee shall be presumed to have acted in good faith if he relied on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by one or more officers or employees of the Company whom the Indemnitee reasonably believed to be reliable and competent in the matters presented or by legal counsel, public accountants or other persons as to matters the Indemnitee reasonably believed were within the person’s professional or expert competence; provided, however, the Indemnitee shall not be presumed to be acting in good faith, if he has actual knowledge concerning the matter in question that makes such reliance unwarranted; and

(d)	the Director shall be presumed to be entitled to indemnification, subject to the Company’s ability to rebut such presumption.

(a)	to the extent of any Expenses or Losses for which Director has already actually received payment pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company or otherwise;

(b)

on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits arising from the purchase and sale by Indemnitee of securities in accordance with the provisions of § 16(b) of the Exchange Act or in violation of Section 306 of the Sarbanes-Oxley Act or any similar provisions of any federal or state statutory law;

(c)	for any reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, as required under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company);

(d)	if a final judgment or other final adjudication by a court having jurisdiction in the matter shall determine that such indemnity is not lawful;

(e)	in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless

(1)	the Company has joined in or consented to the initiation of such Proceeding;

---

(2)	such Proceeding initiated by Indemnitee is a compulsory counterclaim, compulsory cross-claim, or required joinder made by Indemnitee in a Proceeding not initiated by Indemnitee; or

(3)	the Proceeding is for recovery of Expenses described in Section 1(l)(3) or Section 1(l)(4);

(f)	for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed;

(g)	in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee:

(3)	did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and

(4)	in the case of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or

(h)

in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless and to the extent the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

---

---

(a)	the employment of such counsel by Indemnitee has been authorized by the Company;

(b)

Indemnitee shall have reasonably concluded, after consultation with counsel selected by Indemnitee, that (i) there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, (ii) there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (iii) Indemnitee has interests in the Proceeding that are different from or in addition to those of other Persons against whom the Proceeding has been brought; or

(c)	the Company has not within sixty (60) days after Indemnitee has provided the Company notice of a Proceeding in fact have employed counsel to assume the defense of such Proceeding;

(a)	he has conducted himself in good faith and that he reasonably believed that

---

(4)	in the case of conduct in his Corporate Status, that his conduct was in the Company’s or such Subsidiary’s best interests;

(5)	in all other cases, his conduct was at least not opposed to the Company’s or such Subsidiary’s best interests; and

(6)	in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful, or

(b)	the Proceeding involves conduct for which liability has been eliminated under a provision of the applicable certificate of incorporation, as authorized by applicable law.

(a)	if there are two (2) or more Disinterested Directors, (i) by a majority vote of all the Disinterested Directors, even if less than a quorum of the Board or (ii) if the Disinterested Directors so direct, by a majority of the members of a committee composed of two (2) or more Disinterested Directors appointed by a majority vote of all Disinterested Directors; or

(b)	Special Legal Counsel selected:

(1)	if there are fewer than two (2) Disinterested Directors, by the Board, in which Directors who do not qualify as Disinterested Directors may participate; or

(2)	by a majority vote of Disinterested Directors, even if less than a quorum of the Board.

---

---

(a)	payment of indemnification pursuant to Section 8.5 is not made within the ten (10) days required by Section 8.5;

(b)	payment of indemnification pursuant to Section 8.6 is not made within ten (10) days after Indemnitee is deemed to be entitled to indemnification in accordance with the provisions thereof;

(c)	it is determined pursuant to Section 8.2 or 8.3 that Indemnitee is not entitled to indemnification under this Agreement or is only entitled to a portion of such indemnification;

(d)	Indemnitee has not received advancement of Interim Expenses within ten (10) days after making such a request in accordance with Section 7.1; or

(e)	the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action to deny, or to improperly recover from, Indemnitee the benefits provided or intended to be provided under this Agreement,

---

(c)	the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee;

(d)	the Trustee shall advance, within ten (10) days of a request by Indemnitee, any and all Interim Expenses to Indemnitee (and Indemnitee hereby agrees to repay the Trust under the same circumstances for which Indemnitee would be required to repay the Company under Section 7.1);

(e)	the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above;

(f)	the Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification under Section 2 and/or Section 8.3 of this Agreement; and

(g)

all unexpended funds in the Trust shall revert to the Company upon a final determination by Special Legal Counsel or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement and that, as a matter of law, no further Proceedings may be instituted against Indemnitee with respect to which Indemnitee may be entitled to indemnification under this Agreement.

---

---

(a)	This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law principles thereof.

(b)

As herein used, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders, unless the context would clearly not admit such construction. Section or paragraph headings are employed herein solely for convenience of reference, and such headings shall not be used in construing any term or provision of this Agreement. All references herein to “section” or “paragraph” shall mean the appropriate numbered section or paragraph of this Agreement except where reference is particularly made to some other instrument or document.

(c)

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, effective when delivered, or if delivered by nationally recognized overnight courier service, effective when delivered, or if delivered via facsimile, effective when such facsimile transmission is sent (with a confirmed receipt thereof) or if mailed by registered or certified mail (return receipt requested), effective three (3) business days after mailing, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

---

(d)

Except as provided in Section 15 of this Agreement, no amendment, modification or termination of this Agreement shall be effective unless in writing signed by both parties hereto. No amendment, modification or termination of this Agreement shall limit or restrict any right of Indemnitee under this Agreement with respect to any action or failure to act by Indemnitee in his Corporate Status prior to such amendment, modification or termination. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

(e)	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

---

(a)

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(b)	“Board” means the Board of Directors of the Company.

(c)	“Change in Control” means

---

(d)

“Controlled Affiliate” means any Entity that is directly or indirectly controlled by the Company. For the purposes of this definition, “control,” when used with respect to any specified Entity, means the power to direct the management and policies of such Entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; provided that direct or indirect beneficial ownership of voting securities or other interests in an Entity entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of managers or directors (or persons performing comparable functions) of such Entity shall be deemed to constitute control.

(e)

“Corporate Status” means the capacity of an individual as an Officer of the Company, a Director of the Company or as a director, officer, partner, trustee, employee or agent of any other Person at the request of the Company. For the purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company if Indemnitee is or was serving as a director, officer, partner, trustee, employee or agent of any other Person and (i) such Person is or at the time of such service was a Controlled Affiliate, (ii) such Person is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(f)	“Company” has the meaning ascribed to such term in the preamble and also includes, without limitation, any Entity that is the successor entity to the Company by merger, combination, consolidation, or other transaction in which the separate existence of the Company ceases.

(g)	“D&O Insurance” means the directors’ and officers’ liability insurance maintained by the Company.

(h)	“Director” means an individual who is or was a member of the Board and includes, unless the context requires otherwise, the estate or personal representative of a Director.

(i)	“Disinterested Director” means a Director, who at the time of any vote referred to in Section 8.2, Section 8.3 or Section 9, is not:

---

(1)	A party to the Proceeding giving rise to the subject matter of the decision being made; or

(2)	An individual having a familial, financial, professional or employment relationship with Indemnitee whose indemnification or advance for Expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on such Director’s judgment when voting on the decision being made.

(j)	“Entity” means a corporation (including any Subsidiary), partnership, limited liability company, joint venture, joint-stock corporation, trust, employee benefit plan, association, foundation, organization, or other enterprise or legal entity, unincorporated organization or government (or any subdivision, department, commission or agency thereof).

(k)	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l)

“Expenses” includes, without limitation, attorneys’ fees and retainers, court costs, transcript costs, fees of experts and vendors (e.g., electronically stored information providers), travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and other disbursements or expenses of the types customarily incurred in connection with a Proceeding that are actually and reasonably incurred by Indemnitee:

(1)	by reason of his being a Party to or otherwise participating in, or in connection with the investigation, defense, appeal or settlement of, or the preparation for investigation, defense, appeal or settlement of, a Proceeding;

(2)	in connection with a Proceeding for which Indemnitee is requested or subpoenaed to appear as a witness;

(3)

enforcing his rights under this Agreement or any other agreement or under applicable law, the certificate of incorporation or the bylaws of the Company or any applicable Subsidiary now or hereafter in effect relating to indemnification for Proceedings and including, without limitation, claims for payment of Interim Expenses or for establishing a right to indemnification pursuant to Section 8.7; or

(4)	in connection with his pursuing a recovery under the D&O Insurance.

(m)	“Interim Expenses” means Expenses incurred by Indemnitee or that Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee and as to which Indemnitee’s counsel provides supporting documentation, in each case in connection with any Proceeding in advance of the final disposition of the Proceeding.

---

(n)	“Loss” and “Losses” means any amount which Indemnitee incurs or becomes obligated to pay as a result of any Proceeding, including, without limitation:

(1)	all judgments, penalties and fines, and amounts paid or to be paid in settlement;

(2)	all interest, assessments and other charges paid or payable in connection therewith; and

(3)	any federal, state, local or foreign taxes imposed (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise as a result of the actual or deemed receipt of any payments under this Agreement).

(o)	“Officer” means an individual who is or was an officer of the Company and/or any Subsidiary. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(p)	“Party” includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a Proceeding.

(q)	“Person” means any individual or Entity.

(r)

“Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, whether formal or informal, based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her Corporate Status, or (ii) Indemnitee’s Corporate Status or, in the case of a Spouse, that Person’s status as a spouse of an Indemnitee, including, without limitation, any Proceeding that, in the case of a Spouse, seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to a Spouse.

(s)	“Special Legal Counsel” means a law firm or an attorney that:

(1)	neither is nor in the past five years has been retained to represent in any material matter the Company, any Subsidiary, Indemnitee, any other party to the Proceeding, or any of their respective Affiliates;

(2)	under applicable standards of professional conduct then prevailing would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights to indemnification under this Agreement; and

(3)	is reasonably acceptable to the Company and Indemnitee.

---

(t)	“Spouse” means any person to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement and includes a person to whom an Indemnitee did not remain married during the entire period of such coverage.

(u)

“Subsidiary” of a Person means any Entity at least fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. Unless otherwise expressly provided, all references in this Agreement to a “Subsidiary” shall mean a Subsidiary of the Company.

(v)	“Trust” and “Trustee” shall have the respective meanings set forth in Section 9.

(w)	“Voting Securities” means any securities of the Company that vote generally in the election of Directors.

(a)	any Expenses; and

(b)	any Losses.

(a)	the termination of any Proceeding or any claim, issue or matter in a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Proceeding, claim, issue or matter;

(b)	the termination of a proceeding by a judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Indemnitee did not act in good faith, did not meet a particular standard of conduct,

---

(c)

for purposes of any determination of good faith, the Indemnitee shall be presumed to have acted in good faith if he relied on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by one or more officers or employees of the Company whom the Indemnitee reasonably believed to be reliable and competent in the matters presented or by legal counsel, public accountants or other persons as to matters the Indemnitee reasonably believed were within the person’s professional or expert competence; provided, however, the Indemnitee shall not be presumed to be acting in good faith, if he has actual knowledge concerning the matter in question that makes such reliance unwarranted; and

(d)	the Officer shall be presumed to be entitled to indemnification, subject to the Company’s ability to rebut such presumption.

(a)	to the extent of any Expenses or Losses for which the Officer has already actually received payment pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company or otherwise;

(b)

on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits arising from the purchase and sale by Indemnitee of securities in accordance with the provisions of § 16(b) of the Exchange Act or in violation of Section 306 of the Sarbanes-Oxley Act or any similar provisions of any federal or state statutory law;

(c)	for any reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, as required under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company);

(d)	if a final judgment or other final adjudication by a court having jurisdiction in the matter shall determine that such indemnity is not lawful;

(e)	in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless

(1)	the Company has joined in or consented to the initiation of such Proceeding;

---

(2)	such Proceeding initiated by Indemnitee is a compulsory counterclaim, compulsory cross-claim, or required joinder made by Indemnitee in a Proceeding not initiated by Indemnitee; or

(3)	the Proceeding is for recovery of Expenses described in Section 1(l)(3) or Section 1(l)(4);

(f)	for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed;

(g)	in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee:

(3)	did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and

(4)	in the case of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or

(h)

in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless and to the extent the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

---

---

(a)	the employment of such counsel by Indemnitee has been authorized by the Company;

(b)

Indemnitee shall have reasonably concluded, after consultation with counsel selected by Indemnitee, that (i) there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, (ii) there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (iii) Indemnitee has interests in the Proceeding that are different from or in addition to those of other Persons against whom the Proceeding has been brought; or

(c)	the Company has not within sixty (60) days after Indemnitee has provided the Company notice of a Proceeding in fact have employed counsel to assume the defense of such Proceeding;

(a)	he has conducted himself in good faith and that he reasonably believed that

---

(4)	in the case of conduct in his Corporate Status, that his conduct was in the Company’s or such Subsidiary’s best interests;

(5)	in all other cases, his conduct was at least not opposed to the Company’s or such Subsidiary’s best interests; and

(6)	in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful, or

(b)	the Proceeding involves conduct for which liability has been eliminated under a provision of the applicable certificate of incorporation, as authorized by applicable law.

(a)	if there are two (2) or more Disinterested Directors, (i) by a majority vote of all the Disinterested Directors, even if less than a quorum of the Board or (ii) if the Disinterested Directors so direct, by a majority of the members of a committee composed of two (2) or more Disinterested Directors appointed by a majority vote of all Disinterested Directors; or

(b)	Special Legal Counsel selected:

(1)	if there are fewer than two (2) Disinterested Directors, by the Board, in which Directors who do not qualify as Disinterested Directors may participate; or

(2)	by a majority vote of Disinterested Directors, even if less than a quorum of the Board.

---

---

(a)	payment of indemnification pursuant to Section 8.5 is not made within the ten (10) days required by Section 8.5;

(b)	payment of indemnification pursuant to Section 8.6 is not made within ten (10) days after Indemnitee is deemed to be entitled to indemnification in accordance with the provisions thereof;

(c)	it is determined pursuant to Section 8.2 or 8.3 that Indemnitee is not entitled to indemnification under this Agreement or is only entitled to a portion of such indemnification;

(d)	Indemnitee has not received advancement of Interim Expenses within ten (10) days after making such a request in accordance with Section 7.1; or

(e)	the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action to deny, or to improperly recover from, Indemnitee the benefits provided or intended to be provided under this Agreement,

---

(c)	the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee;

(d)	the Trustee shall advance, within ten (10) days of a request by Indemnitee, any and all Interim Expenses to Indemnitee (and Indemnitee hereby agrees to repay the Trust under the same circumstances for which Indemnitee would be required to repay the Company under Section 7.1);

(e)	the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above;

(f)	the Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification under Section 2 and/or Section 8.3 of this Agreement; and

(g)

all unexpended funds in the Trust shall revert to the Company upon a final determination by Special Legal Counsel or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement and that, as a matter of law, no further Proceedings may be instituted against Indemnitee with respect to which Indemnitee may be entitled to indemnification under this Agreement.

---

---

(a)	This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law principles thereof.

(b)

As herein used, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders, unless the context would clearly not admit such construction. Section or paragraph headings are employed herein solely for convenience of reference, and such headings shall not be used in construing any term or provision of this Agreement. All references herein to “section” or “paragraph” shall mean the appropriate numbered section or paragraph of this Agreement except where reference is particularly made to some other instrument or document.

(c)

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, effective when delivered, or if delivered by nationally recognized overnight courier service, effective when delivered, or if delivered via facsimile, effective when such facsimile transmission is sent (with a confirmed receipt thereof) or if mailed by registered or certified mail (return receipt requested), effective three (3) business days after mailing, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

---

(d)

Except as provided in Section 15 of this Agreement, no amendment, modification or termination of this Agreement shall be effective unless in writing signed by both parties hereto. No amendment, modification or termination of this Agreement shall limit or restrict any right of Indemnitee under this Agreement with respect to any action or failure to act by Indemnitee in his Corporate Status prior to such amendment, modification or termination. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

(e)	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

---

---

---

1.	PARTIES

1.1.	Medtech Products Inc., a Delaware Corporation having its principal place of business at 90 North Broadway, Irvington, New York, 10533, United States of America ("Medtech");

1.2.	Pharmacare Limited, a company registered and incorporated in the Republic of South Africa having its principal place of business at Building 8 Healthcare Park, Woodlands Drive, Woodmead, Johannesburg, Republic of South Africa ("Pharmacare").

2.	RECITAL

2.1.	Medtech and Pharmacare have a current supply agreement ("Current Agreement") with regard to the manufacture and supply by Pharmacare of the products (as defined below) to Medtech and certain ancillary issues, which is due for renewal on 31 December 2013.

2.2.	The Parties have agreed amended supply terms as recorded herein for a further

2.3.	This supply agreement is intended to be exclusive in the United States and Canada except as specifically provided herein. The supply agreement is not intended to be exclusive outside the United States and Canada unless specifically provided herein.

3.	INTERPRETATION

3.1.	clause headings are for convenience and shall not be used in its interpretation

	as amended, from time to time;

---

3.1.2.5.	"bulks" means bulk batches of the manufactured products prior to their primary packaging;

3.1.2.6.	"contract year" means the twelve month period commencing on July 1 of the applicable period and ending on the next-following June 30;

3.1.2.8.	"commission/commissioned" means the stage at which government or regulatory authority has been granted and the facility is capable of commencing manufacture of the products;

3.1.2.9.	"confidential information" means information of a confidential and     proprietary nature as defined in clause 6;

---

---

3.1.2.29.	"marketing authorisation" means those product licences and product authorisations relating to the products which enable the sale of the products in any part of the territory as granted by the relevant governmental or regulatory authorities;

3.1.2.30.	"Medtech's requirements of the products" means the total volume of the products which Medtech and/or its affiliates, directly or indirectly, market, distribute and/or sell in the territory;

3.1.2.31.	"party" means either Medtech or Pharmacare and "parties" shall mean both Medtech and Pharmacare;

3.1.2.32.	"patents" means any unexpired and otherwise valid patent issued by the United States Patent and trademark Office licensed, owned or applied for by Medtech or its affiliates pertaining to the products and used in their manufacture;

3.1.2.33.	"primary packaging" means the packaging that constitutes the final packed individual product unit in a form suitable for sale to retailers;

3.1.2.34.	"prime rate" means the minimum overdraft rate (percent per annum, compounded monthly) from time to time published by the Standard Bank of South Africa Limited as being its minimum overdraft rate to its prime customers in the private sector, as certified by any manager of that bank, whose designation need not be proved;

3.1.2.35.	"product" means the products described in columns 1, 2 and 3 of Exhibit A,

3.1.2.36.	"quality agreement" means the quality agreement executed between the parties in relation to the delineation of technical and quality assurance responsibilities of the parties;

3.1.2.37.

"regulatory support" means the support provided by Pharmacare to assist Medtech in undertaking regulatory filing, maintenance and compliance activities and processes relating to maintenance and updating of existing marketing authorisations (in so far as the support relates to activities conducted by Pharmacare for Medtech), including the provision of data required by Medtech to compile risk management plans and annual product reviews;

3.1.2.38.	"rolling forecast" has the meaning given to that term in clause 4.5.1;

3.1.2.39.	"secondary packaging" means the packaging that constitutes the outer packaging (including but not limited to shrink wrap and pallets) used to transport and store the products;

---

3.1.2.40.	"serious adverse event" means any untoward medical occurrence that at any dose: results in death; is life-threatening, in that the patient is at risk of death at any time of the event; requires patient hospitalisation or prolongation of existing hospitalisation; results in persistent or significant disability/incapacity; or results in a congenital abnormality/birth defect;

3.1.2.41.	"specifications" means the specifications applicable to the products as recorded in their respective marketing authorisations;

3.1.2.42.	"stability services" means all activities and processes necessary to validate the products shelf life in accordance with the stability protocol recorded in the quality agreement;

3.1.2.43.	"territory" means the United States and Canada and any external territories that may be expanded or contracted from time to time by written agreement in terms of clause 4.3;

3.1.2.44.

"term" means the period commencing on the effective date and terminating on 30 June 2019 ("initial period") which may be extended for a further term ("extended period"), subject to the parties commencing discussions to agree a further term 24 (twenty four) months prior to the expiry of the initial period and reaching such agreement for a further term not less than 18 (eighteen) months prior to the expiry of the initial period;

3.1.2.45.	"trademarks" means Medtech's name and logo and other trademarks (including but not limited to Murine® and Clear Eyes®) it wishes to include on the products, as well as any names and/or logos included on products sold to third parties as private label products (including, but not limited to Equate®, a registered trademark of Walmart);

3.1.2.46.	"validation/validated" means the process of establishing documented evidence which produces a high degree of assurance that a specific process will consistently produce the bulks in a form which will meet their pre-determined specifications and quality attributes.

4.1.	Supply

4.1.1.	Subject to clauses 4.1.3, 4.6 and/or 4.20.1, during the supply term and the extended period/s (if any), Pharmacare will sell and supply the products to Medtech, which will purchase the products for the territory from Pharmacare on the terms and subject to the conditions set out hereunder.

4.1.2.

For clarification purposes it is recorded that neither party has any rights and/or obligations against the other party in relation to the manufacture, supply and/or purchase of any products which will be marketed, distributed and/or sold in any geographical area, other than the territory (unless the territory is expanded by written agreement between the parties); and/or any products, other than the products as defined (unless the parties agree to extend this agreement to new products or territories in terms of clause 4.3).

---

4.1.3.

During the supply term and the extended period/s (if any), Pharmacare will exclusively sell and supply the product to Medtech, which will exclusively purchase all of Medtech and its affiliates' requirements for the products for the United States and Canada; provided that Medtech and its affiliates may acquire new ophthalmic eye solution products (by purchase or license) from third parties if it deems it commercially appropriate to do so; and provided further, that with respect to products for Canada, Pharmacare has obtained and is maintaining all regulatory approvals required to permit Medtech or its affiliate(s) to market and sell the products in Canada.

4.2.	New Products

4.4.	Purchase Price/s

	4.4.3.1. include:

---

---

4.4.7.3.	The calculation of the cost efficiencies referred to in clause

---

4.5.	ForecastslFirm Orders

4.6.1.1.	10,000,000 (ten million) units of the products which are 0.2

	(nought point two) ounces and/or 10 (ten) millilitres in size;

4.6.1.2.	3,000,000 (three million) units of the products which are 1 (one)

	ounce in size;

4.6.1.3.	24,000,000 (twenty four million) units of the products which are

	0.5 (nought point five) ounces in size.

---

4.6.3.	Subject to clauses 4.1.3, 4.6 and 4.20.1, Medtech shall, during the initial term and the extended period/s (if any), be obliged to purchase all of Medtech and its affiliates' requirements of the products for the territory exclusively from Pharmacare on the terms and subject to the conditions set out in this agreement.

4.6.4.

Notwithstanding any other provision of this agreement, should Medtech require in excess of 32,000,000 (thirty two million) units of the products during any forecasted 12 (twelve) month period and/or products in excess of the threshold set out in clause 4.61 (the "additional products"), then Medtech shall give notice, in writing (the "invitation notice") to Pharmacare of its requirements for the additional products and Pharmacare shall make a good faith effort to supply such additional products and shall notify Medtech within 30 days of the date of Medtech's notice whether or not Pharmacare is able to supply such additional product. In the event of Pharmacare failing to agree to supply such additional product within such 30 day period, Medtech shall be entitled to purchase the additional products from a third party of its choice.

4.6.5.	In the event of Medtech experiencing a significant and confirmed increase in future volumes during the term, Medtech will provide Aspen with advance notice of such increase. On such notification, the Parties will engage in good faith discussions to explore an increase in the capacity volumes for the remaining term of the Agreement.

4.7.1.

Pharmacare shall deliver each firm order of each product in the quantities and within the delivery dates directed by Medtech as specified in the firm order, at Medtech's expense. A firm order will be considered complete if it is within a tolerance of + or - 5% (five percent) of the ordered quantity. Any deviation greater than + or - 5% (five percent) needs to be agreed in writing between the parties.

4.7.2.	Pharmacare shall ensure that all products supplied under this agreement, other than validation batches, shall have their relevant registered shelf-life, less a maximum of 90 (ninety) days, at the date of delivery thereof (FCA, ADC Port Elizabeth) unless otherwise agreed in writing between the parties.

4.7.3.

Delivery will be considered on time if the products are delivered (as determined in accordance with FCA, ADC Port Elizabeth) within 90 (ninety days) of Pharmacare's receipt of Medtech's purchase order. Any purchase order received after the 15th (fifteenth) of any calendar month will be deemed to be received on the 1st (first) of the following month, for the purposes of calculation of the delivery date. In the event of any anticipated delay in shipment in excess if two (2) weeks, Pharmacare will promptly notify Medtech and, if requested by Medtech, Pharmacare will arrange for delivery by air freight and will pay the incremental cost of such air freight over the ocean freight delivery cost.

4.7.4.	Pharmacare shall arrange the delivery of each order of the product to the location as agreed, in writing, between the parties.

4.8.	Specifications

4.8.1.	Changes may be made in the specifications as required to maintain the product for sale in the territory, subject to written agreement between the parties and compliance with cGMP's. Medtech shall notify Pharmacare as far in advance as is practicable prior to the effectiveness of such

---

4.8.2.

Changes in the specifications requested by Medtech in relation to product improvements and the like shall require Pharmacare's prior written consent, which consent shall not be unreasonably withheld. To the extent that such changes result in an increase or reduction in the costs of manufacturing a product, the parties shall jointly examine and mutually agree upon the consequences thereof and shall make appropriate adjustments to the purchase price/s save as is otherwise agreed in writing any such increase in purchase price/s shall be borne by Medtech. Medtech shall also be liable for and shall pay for the costs of amending the know-how and/or intellectual property as a consequence of such changes to the specifications, including but not limited to validation and stability.

4.8.3.

Medtech and Pharmacare shall cooperate to ensure that the specifications and other instructions provided by Medtech are and shall, at all times, be in accordance with the marketing authorisations for each product. Notwithstanding the aforesaid, Medtech shall be solely responsible for ensuring that the specifications and all instructions given to Pharmacare are, at all times, in accordance with the marketing authorisation for each product and the applicable laws. Medtech shall be solely liable for any omissions and/or shortcomings in relation to the marketing authorizations for each product.

4.9.	Acceptance of Delivery

4.9.1.

Medtech shall, within a period of 30 (thirty) business days of receipt of products delivered to it (or its nominee) by Pharmacare, have the right to reject any such products as a consequence of them being defective or where the products delivered are outside the quantity tolerance specified in clause 4.7.1. If Medtech does not notify Pharmacare of its election to reject the products within the aforesaid period of 30 (thirty) business days, then the products delivered will be deemed to have been accepted by Medtech unless the defect is latent.

4.9.2.	In addition to the rights to return defective products in clause 4.9.1, following the date of delivery of a product to Medtech (or its nominee), Medtech shall be entitled to return products still in the possession or under the control of Medtech in the event that latent defects in such products later become evident.

4.9.3.	Any quantities of the products which are properly rejected and/or returned by Medtech in accordance with the provisions of this agreement shall be returned to Pharmacare at Pharmacare's expense and at Pharmacare's option:

4.9.3.1.	the products shall be replaced by Pharmacare as quickly as possible at Pharmacare's sole expense; or

4.9.3.2.	Pharmacare shall refund the purchase price/s then paid to it by Medtech in respect of those products.

---

4.10.	Terms of Sate

4.10.3.	All or any direct costs and expenses incurred by Pharmacare in respect of the actual delivery of the products and in relation to secondary packaging shall be reimbursed by Medtech to Pharmacare simultaneously with the payment of the purchase pricels for the products in question.

4.10.4.	Pharmacare shall issue an invoice with each delivery of product in respect of the purchase price/s of such products which invoice will include the costs and expenses of delivery and/or secondary packaging referred to in clause 4.10.3 above and Medtech agrees to pay such invoice by wire transfer arranged through an United States bank, payable within 60 (sixty) days from the issue of the invoice.

4.10.5.	All payments of the purchase price/s or other sums payable by Medtech shall be made without any set-off in a timely fashion. Any amount due to Pharmacare and not paid within the required period shall be subject to interest charged at the prime rate (both before and after any judgement) calculated from the date the payment of the relevant sum was due to the date it is paid in full (inclusive).

4.10.6.	The risk of loss, damage, destruction of products shall pass to Medtech when the products are delivered (as determined in accordance with the INCOTERM FCA, ADC Port Elizabeth).

4.10.7.	The legal and beneficial title to the products shall transfer to Medtech on the date Pharmacare has received payment in full and in cleared funds of the purchase price/s for the products.

4.10.8.	Pharmacare shall issue a Certificate of Analysis ("C of A") for each lot of Product shipped to Medtech, each such C of A to be sent electronically as a pdf file to Medtech QA and the receiving United States Distribution Center prior to the arrival of the lot at the United States port.

---

4.12.	Manufacturing Issues

---

4.14.	Future Product Development

4.15.1.	Medtech will be responsible for reporting any adverse event in particular, without limiting the generality of the aforegoing, any serious adverse event unless otherwise agreed, in writing, between the parties.

4.15.2.

Pharmacare shall, immediately upon receipt of any communication from any governmental or regulatory authority relating to each product, forward a copy or description of the same to Medtech and respond to all inquiries by Medtech relating thereto. If Pharmacare must communicate with any governmental or regulatory authority, then Pharmacare shall so advise Medtech immediately, and, unless prohibited by the applicable law, provide

---

4.15.3.	Medtech shall have sole responsibility for and shall make all decisions     with respect to any complaint, recall, market withdrawals or any other     corrective action related to the products.

4.15.4.

In the event that such recall results from any cause or event arising from the manufacturing, packaging and/or storing of the recalled product by Pharmacare or any third-party subcontractor or the negligence of Pharmacare or such third-party subcontractor, Pharmacare shall be responsible for all of the expenses incurred by Pharmacare and Medtech in connection therewith. The aforegoing shall not apply in instances where a recall arises out of an inherent featureldefect of the Product when manufactured according to Specification and/or any change controls and deviations as initiated and approved by Medtech. In the event that such recall results from any cause or event arising from the storage, distribution or handling of the recalled product by Medtech or the negligence of Medtech, Medtech shall be responsible for all of the expenses incurred by Supplier and Buyer in connection therewith. For purposes of this Agreement, the expenses of recall shall include the reasonable expenses of notification and destruction or return of the recalled product and replacement thereof and all other reasonable costs incurred in connection with such recall. If there is any dispute concerning which party's acts or omissions gave rise to such recall of a product, such dispute shall be referred for decision to an independent expert to be appointed by agreement between Medtech and Pharmacare. The costs of such independent expert shall be borne equally between Medtech and Pharmacare. The decision of such independent expert shall be in writing and, except for manifest error on the face of the decision, shall be binding on both Medtech and Pharmacare.

4.16.	Delivery of Know-How and Intellectual Property

---

4.18.	Regulatory Support

4.18.3.	Pharmacare's obligation in relation to regulatory support shall include the compilation of the CMC aspects of Regulatory Dossier for the existing marketing authorisations, which will include data available at Pharmacare's manufacturing site.

---

4.19.	Liability

	business or like loss (whether direct or indirect); or

4.20.	Remedies

---

5.1.	Upon expiration or prior termination of this agreement, for any reason, it shall not release either party from any liability which at the said time it has already incurred to the other party nor affect in any way the survival of any rights, duties or obligations of either party.

5.2.	Upon earlier termination of this agreement, Pharmacare shall supply to Medtech and Medtech shall purchase the finished products at their purchase pricels and any inventory then in Pharmacare's possession (or on order by Pharmacare), to the extent produced or on order in accordance with Medtech's purchase orders, this at the cost pricels thereof.

5.3.	Medtech shall be liable to pay Pharmacare the purchase pricels for the finished products and the cost price of the inventory within 14 (fourteen) days of the date of expiration or earlier termination of this agreement or in respect of part termination.

5.4.	Delivery of the finished products and inventory pursuant to the provisions of this clause 5 shall be made FCA, ADC Port Elizabeth.

5.5.	Pharmacare's non-transferable, royalty-free, non-exclusive license to use the trademarks and the intellectual property shall immediately terminate and Pharmacare shall have no further rights, title or interest in and to the said trademarks or intellectual property and it shall immediately cease exercising any rights in relation thereto.

---

6.1.

All confidential and/or proprietary information of Pharmacare disclosed to Medtech and all confidential and/or proprietary information of Medtech disclosed to Pharmacare including, but not limited to, information relating to any product or the business affairs or finances of either party, information contained in the knowhow and the terms of this agreement and/or the supply agreement known hereafter as the "confidential information" shall be held in confidence and not disclosed by the other party to any third party or used, for any reason whatsoever, outside the scope of this agreement and/or the supply agreement; provided, that the definition of "confidential information" and the obligation of confidentiality assumed by Medtech and Pharmacare hereunder shall not apply to any confidential or proprietary information which was or becomes available to Medtech or Pharmacare, as the case may be, on a non-confidential basis from a source that is not under an obligation (whether contractual, legal or fiduciary) to the other party to keep such information confidential (a) is or becomes generally available to the public other than as a result of a disclosure by the party receiving information of the other party (the "receiving party") or its directors, officers, employees, affiliates, agents, representatives, consultants and advisors (collectively, the "Representatives"); (b) was within the possession of the receiving party or its Representatives prior to its being furnished to the receiving party by or on behalf of the other party (the "disclosing party"), and the receiving party can provide evidence of such possession; (c) becomes available to the receiving party or its Representatives on a non-confidential basis from a source other than the disclosing party or any of its Representatives; or (d) was developed independently by the receiving party or its Representatives without the use of the confidential information and the receiving party can provide evidence of such independent development. If the receiving party is requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose any information of the disclosing party, the receiving party shall give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order. The receiving party shall cooperate reasonably with the disclosing party in obtaining such an order. if in the absence of a protective order the receiving party is nonetheless compelled to disclose confidential information of the disclosing party, the receiving party may make such disclosure without liability hereunder, provided that, to the extent legally permissible, the receiving party gives the disclosing party written notice of the confidential information to be disclosed as far in advance of its disclosure as is practicable and, upon the disclosing party's request and at its expense, the receiving party will use reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to such confidential information.

6.2.	This clause 6 shall survive the expiration or termination of this agreement for a

	period of 2 (two) years.

7.	RELATIONSHIP OF PARTIES

8.	ASSIGNMENT

---

9.	FORCE MAJEURE

10.	GOVERNING LAW AND JURISDICTION

10.1.	The construction, validity and performance of this agreement shall be governed by the laws of the State of New York, United States of America.

10.2.	It is irrevocably agreed that the State and Federal courts located in the State of New York, United States of America, are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this agreement and accordingly that any action or proceeding so arising may be brought in such courts.

11.	NOTICES

11.1.	Any notice to be given under this agreement shall be in writing and delivered personally or sent by first class recorded delivery post or facsimile, or by reputable air courier service, to the address for service of the other party as set out in clause 11.4, or such other address as may have been notified in writing to the other party.

11.2.	A notice shall be deemed to have been served as follows if personally delivered, at the time of delivery; if posted, at the expiration of 96 (ninety six) hours after the envelope containing the same was delivered into the custody of the postal authorities; or if sent by facsimile at the expiration of 24 (twenty four) hours after the same was transmitted.

11.3.	In proving service of a notice: by delivery by hand: it shall be sufficient to show that delivery by hand was made; by post: it shall be sufficient to show the envelope containing the communication was properly sent by first class recorded delivery post; by facsimile transmission: it shall be sufficient to show that the facsimile was despatched and a confirmatory transmission report received.

---

12.	ANNOUNCEMENT

13.	AFFILIATES

14.	COSTS

---

15.	CURRENT AGREEMENT

16.	SIGNATORIES

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---