EXECUTION VERSION

DATED 2, -7) June 2017

THE SELLERS (1)

ANIMALCARE GROUP PLC (2)

THE MAJORITY SHAREHOLDERS (3)

SHARE PURCHASE AGREEMENTrelating to the sale and purchase of the whole of theissued share capital of Ecuphar NV

Squire Patton Boggs (UK) LLP6 Wellington PlaceLeedsLS1 4APUnited KingdomDX 321801 Leeds 18

0+44 113284 7000F +44 113284 7001

Reference HK6/JR13/AN1.024-0002

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CONTENTS

1 DEFINITIONS 2

2 INTERPRETATION 10

3 CONDITIONS 11

4 ACTION PENDING COMPLETION 11

5 SALE AND PURCHASE 12

6 CONSIDERATION 13

7 LOCKED BOX 14

8 COMPLETION 16

9 ALLOTMENT OF CONSIDERATION SHARES 19

10 POST-COMPLETION OBLIGATIONS 20

11 WARRANTIES 20

12 BUYER WARRANTIES 22

13 RESTRICTIVE COVENANTS 23

14 CONFIDENTIALITY 25

15 TAX 25

16 CONFLICTS 26

17 GENERAL 26

18 GOVERNING LAW AND JURISDICTION 31

SCHEDULE 1 SELLERS' DETAILS AND ENTITLEMENT 33

SCHEDULE 2 DETAILS OF THE TARGET AND SUBSIDIARIES 35

PART 1 - DETAILS OF THE TARGET 35

PART 2 - SUBSIDIARIES OF THE TARGET 38

SCHEDULE 3 OBLIGATIONS PENDING COMPLETION 48

PART 1 48

PART 2 49

SCHEDULE 4 WARRANTIES 52

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SCHEDULE 5 BUYER WARRANTIES 69

SCHEDULE 6 PROPERTIES 78

PART 1 - BRIEF DESCRIPTION OF THE PROPERTIES 78

PART 2 - DETAILS OF ANY LEASES, LICENCES, RIGHTS OF OCCUPATION GRANTEDTO THIRD PARTIES 81

SCHEDULE 7 INTELLECTUAL PROPERTY 82

PART 1 - REGISTERED INTELLECTUAL PROPERTY RIGHTS 82

PART 2 - DOMAIN NAMES 82

SCHEDULE 8 TAX 84

SCHEDULE 9 WARRANTY LIMITATIONS 85

SCHEDULE 10 BUYER WARRANTY LIMITATIONS 90

SCHEDULE 11 PERMITTED PAYMENTS 94

SCHEDULE 12 LIST OF TERRITORIES 95

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Agreed Form Documents

Admission Document (draft)

Director resignations (clauses 8.4(a) and 8.6(a))

Relationship Agreement (clauses 8.4(c) and 8.6(c))

Announcement (clause 17.3)

Service Agreements (clauses 8.4(e) and 8.6(b))

Belgian Service Agreements (clause 8.4(f))

Incentive Scheme (clause 5.7)

Powers of attorney (clause 8.4(k))

Other Transaction Documents

Buyer's Disclosure Letter (including the Buyer's Disclosure Bundle)

Disclosure Letter (including the Disclosure Bundle)

Placing and Admission Agreement

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DATE OF AGREEMENT June 2017

PARTIES

(1) THE SEVERAL PERSONS whose names and addresses are set out in column 1 ofSchedule 1

(2) ANIMALCARE GROUP PLC, a company incorporated in England and Wales(Company Number 01058015) whose registered office is at Unit 7, 10 Great NorthWay, York Business Park, York Y026 6RB ("Buyer")

(3) ECUPHAR INVEST NV, a company incorporated in Belgium (Company Number0476.250.994) whose registered office is at Rijselstraat 29, 8200 Brugge, Belgium andALYCHLO NV a company incorporated in Belgium (Company Number 0895.140.645)whose registered office is at Lembergsesteenweg 19, 9820 Merelbeke, Belgium(together, the "Majority Shareholders")

INTRODUCTION

A The Sellers are the owners of the whole of the issued share capital of the Target asat the date of this agreement.

B The Sellers have agreed to sell the whole of the issued share capital of the Target tothe Buyer on and subject to the terms of this agreement.

C It is intended that MC3 Health NV, one of the Sellers, will be placed into voluntaryliquidation prior to Completion, following which the Shares held by MC3 Health NV asat the date of this agreement will be held in equal proportions by the MajorityShareholders, who are each the owners of 50% of the issued share capital of MC3Health NV as at the date of this agreement, and the Majority Shareholders will sellthose Shares to the Buyer on and subject to the terms of this agreement.

IT IS AGREED THAT:

1 DEFINITIONS

1.1 In this agreement the following words and expressions have the following meanings.

"2007 Warrants" means the 326 warrants which have been issued by the Target on20 July 2007, the terms of which may have been amended from time to time.

"2015 Warrants" means the 705,700 warrants which have been issued by theTarget on 24 November 2015, the terms of which may have been amended from timeto time.

"Admission" means the admission of the Consideration Shares and the readmissionof all other shares in the Buyer to AIM becoming effective in accordance with the AIMRules.

"Admission Document" has the meaning set out in the Placing and AdmissionAgreement.

"AIM" means AIM, a market operated and regulated by the London Stock Exchange.

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"AIM Rules" mean the AIM Rules for Companies published from time to time by theLondon Stock Exchange.

"Announcement" means the announcement in the agreed form to be releasedimmediately following the signature of this agreement.

"Associate" means:

(a) in the case of a person which is a body corporate: (i) any subsidiary orholding company of that person and any subsidiary of any such holdingcompany; and (ii) any individual who (in each case whether directly orindirectly) holds or controls a majority of the voting rights in that person or hasthe right to appoint or remove a majority of its board of directors, in each casefrom time to time but (in the case of the Majority Shareholders or the Sellers)excluding any member of the Buyer's Group or the Target Group;

(b) in the case of a person which is an individual: (i) any spouse or civil partner,co-habitee and/or lineal descendants by blood or adoption of such person; (ii)any person or persons acting in its or their capacity as trustee or trustees of atrust of which such individual is the settlor; and (iii) any body corporate inwhich such person holds or controls a majority of the voting rights or has theright to appoint or remove a majority of its board of directors, in each casefrom time to time but (in the case of the Majority Shareholders or the Sellers)excluding any member of the Buyer's Group or the Target Group; and

(c) any Associate of any person in paragraphs (a) and (b) above.

"Belgian Service Agreements" means the service agreements in the agreed formto be entered into with effect from Completion between the Target and each ofChristiaan Cardon and Walter Beyers or any personal service company in respect ofsuch person.

"Budget" means the budget made available in the Data Room at folder 1.9.1.4.

"Business Day" means any day (other than a Saturday, Sunday or a bank or publicholiday) during which clearing banks are open for business in the City of London.

"Buyer's Accountants" means KPMG LLP of 1 Sovereign Square, SovereignStreet, Leeds LS1 4DA United Kingdom.

"Buyer's Data Room" means the electronic data room provided by or on behalf ofthe Buyer via Sterling Data Rooms under the project name Project Abbey containinginformation and materials relating to the Buyer's Group and delivered to the MajorityShareholders on the Buyer's Disclosure Disc on the date of this agreement (and eachdocument therein referred to as a "Buyer Data Room Document").

"Buyer's Disclosure Bundle" means the bundle of documents attached to theBuyer's Disclosure Letter, an index of which is included in the appendix to theBuyer's Disclosure Letter and two copies of which have been initialled for thepurposes of identification for and on behalf of each of the Majority Shareholders andthe Buyer.

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"Buyer's Disclosure Disc" means the CD Rom of those documents made availableto the Majority Shareholders and their advisers via the Buyer's Data Room.

"Buyer's Disclosure Letter" means the letter dated the same date as thisagreement from the Buyer to the Majority Shareholders and the Sellers disclosinginformation relating to certain of the Buyer Warranties.

"Buyer's Disclosure Materials" means the Buyer's Disclosure Letter, the Buyer'sDisclosure Bundle and the Buyer's Disclosure Disc.

"Buyer's Group" means the Buyer, any subsidiary of the Buyer, any holdingcompany of the Buyer and any subsidiary of any holding company of the Buyer forthe time being and, from Completion, shall include the Target Group.

"Buyer's Group Accounts" means the consolidated audited accounts of the Buyer'sGroup, including the statement of financial position, as at 30 June 2016 (copies ofwhich are included in the Buyer's Disclosure Materials).

"Buyer Obligation" means any representation, warranty, covenant to pay orundertaking to indemnify given by the Buyer to the Sellers (or any of them) under thisagreement, other than any payment of consideration for the sale of the Shares inaccordance with clauses 6.1, 8.3 and 8.9.

"Buyer Pension Scheme" means the defined contribution group personal pensionplan provided by the Company and managed by Scottish Widows Limited.

"Buyer's Solicitors" means Squire Patton Boggs (UK) LLP of 6 Wellington Place,Leeds, LS1 4AP.

"Buyer Warranties" means the warranties set out in Schedule 5 and each statementshall be a "Buyer Warranty".

"Cash Payment" has the meaning given in clause 6.1(b).

"Completion" means completion of the sale and purchase of the Shares inaccordance with clause 8.

"Conditions" means the conditions set out in clause 3.1.

"Confidential Information" means:

(a) information relating to the provisions of, and negotiations leading to, thisagreement and the other Transaction Documents; and

(b) in relation to the obligations of the Buyer before Completion and theobligations of the Majority Shareholders and the Sellers following Completion,all information of a proprietary or confidential nature (whether or not stored inany permanent medium) and not publicly known which is owned by anymember of the Target Group or which is used in or otherwise relates to thebusiness, customers or financial or other affairs of the Target Group, includinginformation relating to:

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(I) the business methods, technical processes, products, services,corporate plans, management systems, finances, new businessopportunities or development projects of the Target Group; or

(ii) algorithms, business processes, software, source code, softwareapplications, business function descriptions, business and salesinformation and plans in any case relating to the Target Group; or

(iii) the marketing or sales of any past or present or future products orservices of the Target Group including customer names and lists andother details of or relating to customers, sales targets, sales statistics,market share statistics, prices, market research reports and surveysand advertising and other promotional materials; or

(iv) future projects, products or services, business development orplanning, commercial relationships and negotiations; or

(v) any trade secrets or other information relating to the provision of anyproduct or service of the Target Group.

"Consideration Shares" has the meaning given in clause 6.1(a).

"Data Room" means the electronic data room provided by or on behalf of theMajority Shareholders via Sterling Data Rooms under the project name ProjectEaves containing information and materials relating to the Target Group anddelivered to the Buyer on the Disclosure Disc on the date of this agreement (andeach document therein referred to as a "Data Room Document").

"Disclosure Bundle" means the bundle of documents attached to the DisclosureLetter, an index of which is included in the appendix to the Disclosure Letter and twocopies of which have been initialled for the purposes of identification for and onbehalf of each of the Majority Shareholders and the Buyer.

"Disclosure Disc" means the CD Rom of those documents made available to theBuyer and its advisers via the Data Room.

"Disclosure Letter" means the letter dated the same date as this agreement fromthe Majority Shareholders to the Buyer disclosing information relating to certain of theWarranties and the Tax Warranties and certain other matters referred to in thisagreement.

"Disclosure Materials" means the Disclosure Letter, the Disclosure Bundle and theDisclosure Disc.

"Domain Names" means the domain names listed in Part 2 of Schedule 7.

"Ecuphar Italy" means Ecuphar Italia SRL details of which are set out at Part 2 ofSchedule 2.

"Ecuphar Germany" means Ecuphar GmbH details of which are set out at Part 2 ofSchedule 2.

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"Ecuphar Spain" means Ecuphar Veterinaria SLU details of which are set out atPart 2 of Schedule 2.

"Ecuphar Portugal" means Belphar Lda details of which are set out at Part 2 ofSchedule 2.

"Exchange Rate" means, with respect to a particular currency for a particular day,the spot rate of exchange (the closing mid point) for that currency into sterling onsuch date as published in the London edition of the Financial Times first publishedthereafter or, where no such rate is published in respect of that currency for suchdate, at the rate quoted by Barclays Bank Plc as at the close of business in Londonon such date.

"Existing LTIP" means the Animalcare Limited Long Term Incentive Plan adoptedon 20 June 2014.

"Existing Security Interests" means the security interests listed in the rows titled"Charges/Pledges" in the tables set out in Schedule 2.

"IFRS" means International Financial Reporting Standards (including internationalaccounting standards, international financial reporting standards and interpretationsof such standards) as formally adopted for use in the European Union under EURegulation 1606/2002 and in force for the accounting period ended on the LastAccounts Date.

"Incentive Scheme" means the Animalcare Group plc Long Term Incentive Plan2017 in the agreed form adopted by the Board on or around the date of thisagreement.

"Individual Accounts" means the Individual Audited Accounts and/or the IndividualUnaudited Accounts (as the case may be).

"Individual Audited Accounts" means the audited individual company accounts ofthe Target and each of Medini Belgium and Orthopaedics Belgium as at the LastAccounts Date (copies of which are contained in the Disclosure Materials).

"Individual Unaudited Accounts" means the unaudited individual companyaccounts of each of the Subsidiaries other than Medini Belgium and OrthopaedicsBelgium as at the Last Accounts Date (copies of which are contained in theDisclosure Materials).

"Intellectual Property Rights" means any patents and rights in inventions, businessprocesses and systems, trade marks, service marks, business or trade names(including internet domain names and email address names), goodwill (including theright to sue for passing off or unfair competition) or the style of presentation of goodsor services, rights in get up or trade dress, design rights, registered designs, utilitymodels, copyrights (including copyrights in computer software), moral rights,database rights, semi-conductor topography rights, and rights in trade secrets andother confidential information, know-how, and all other intellectual and industrialproperty rights of any kind in any part of the world, whether registered or not orcapable of registration or not and including the right to apply for and claim priorityfrom and all applications for any of the foregoing rights and the right to sue for

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infringements of any of the foregoing rights and the right to retain any financial orother relief.

"Law" means any and all civil and common law, statute, subordinate legislation,treaty, regulation, directive, decision, by-law, ordinance, circular, code, order, notice,demand, decree, injunction, resolution or judgement of any government, quasi-government, statutory or regulatory body (or court or administrative or other agencythereof) and from time to time applicable to or affecting any Target Group Companyor any member of the Buyer Group, its business, employees or assets in anyjurisdiction.

"Last Accounts Date" means 31 December 2016.

"Leakage" means any amount (other than a Permitted Payment) received by any ofthe Majority Shareholders or the Sellers or any of their respective Associates inbreach of clause 7.1.

"Locked Box Accounts" means the audited consolidated accounts of the TargetGroup for the period ended on the Locked Box Date (a copy of which is included inthe financial information on the Target set out in Part VI of the Admission Document).

"Locked Box Date" means 31 December 2016.

"London Stock Exchange" means London Stock Exchange plc.

"Medini Belgium" means Medini NV details of which are set out at Part 2 ofSchedule 2.

"Minority Shareholders" means the persons whose names and addresses are setout in rows 2 to 26 of column 1 of Schedule 1.

"Orthopaedics Belgium" means Orthopaedics.be NV details of which are set out atPart 2 of Schedule 2.

"Pension Schemes" means the pension schemes operated by the Target Group, asdisclosed in the Data Room.

"Permitted Payment" means the payments, receipts or transactions which are listedin Schedule 11.

"Permits" means all permits, licences, consents, approvals, certificates, registrationsand other authorisations required under any Law for the operation of the business ofany Target Group Company or the ownership, possession, occupation or use of anyasset of any Target Group Company.

"Placing" means the placing of new ordinary shares in the Buyer in accordance withthe Placing and Admission Agreement (and, for the avoidance of doubt, excludes theplacing of shares on behalf of certain shareholders and optionholders of the Buyerwho are selling shares pursuant to a selling shareholders' agreement).

"Placing and Admission Agreement" means the placing and admission agreemententered into on or around the date of this agreement between, inter alia, the MajorityShareholders, the Buyer, Panmure Gordon (UK) Limited and Bank Degroof Petercam

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NV relating to the placing of new ordinary shares in the Buyer and the admission ofthe Consideration Shares and the readmission of all other shares in the Buyer toAIM, in each case on Completion.

"Placing Price" means the price per Placing Share determined in accordance withPlacing and Admission Agreement.

"Placing Shares" means the new ordinary shares to be issued by the Buyer toplacees in accordance with the Placing and Admission Agreement.

"Properties" means all the properties owned, leased or occupied or used by anymember of the Target Group, brief details of which are set out in Part 1 of Schedule 6and "Property" means any one of them.

"Registered Intellectual Property Rights" means the registered IntellectualProperty Rights which are listed in Part 1 of Schedule 7.

"Relationship Agreement" means the relationship agreement entered into on oraround the date of this agreement between the Majority Shareholders, the Companyand Panmure Gordon (UK) Limited.

"Relevant Jurisdiction" means the United Kingdom or any other applicablejurisdiction the laws or regulations of which apply to a member of the Buyer's Groupor the Buyer's Group's assets.

"Relief" has the meaning given to it in Schedule 8.

"Resolutions" means resolutions 1 to 6 set out in the notice of general meetingappended to the Buyer's admission document approving (inter alia) the purchase ofthe Shares, the issue of the Consideration Shares and the waiver pursuant to Rule 9of the Takeover Code.

"Security Interest" means any mortgage, charge, assignment or assignation by wayof security, guarantee, debenture, hypothecation, pledge, declaration of trust, lien, orany encumbrance or security interest whatsoever (or an agreement or commitment tocreate any of the same), howsoever created or arising and whether monetary or not.For the avoidance of doubt "Security Interest" includes an usufruct (vruchtgebruik).

"Seller Obligation" means any representation, warranty, covenant to pay orundertaking to indemnify given by the Majority Shareholders and/or the Sellers (asthe case may be) to the Buyer under this agreement.

"Sellers" means the several persons whose names and addresses are set out incolumn 1 of Schedule 1 save that, following the liquidation of MC3 Health NV, theMajority Shareholders shall take over all of the rights and obligations of MC3 HealthNV in equal proportions and on a several basis from that time (and shall each be a"Seller").

"Sellers' Bank Account" means bank account

"Sellers' Representative" has the meaning given to it in clause 17.16.

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"Sellers' Solicitors" means Freshfields Bruckhaus Deringer LLP of 65 Fleet Street,London EC4Y 1 HS.

"Service Agreements" means (i) the service agreements in the agreed form to beentered into with effect from Completion between the Buyer and each of ChristiaanCardon, Walter Beyers and lain Menneer; (ii) each of the non-executive directorappointment letters in the agreed form to be entered into with effect from Completionbetween the Buyer and each of Jan Boone, James Lambert, Marc Coucke, LordDownshire and Edwin Torr; and (iii) the service agreements in the agreed form to beentered into with effect from Completion between Animalcare Limited and each oflain Menneer and Chris Brewster.

"Shares" means the 13,957,720 shares of a fractional value of 1/13,957,720 each inthe issued share capital of EUR 9,057,570 of the Target.

"Subsidiaries" means the subsidiaries of the Target, brief details of which are setout in Part 2 of Schedule 2.

"Takeover Code" means the City Code on Takeovers and Mergers.

"Takeover Panel" means the Panel on Takeovers and Mergers.

"Target" means Ecuphar NV, brief details of which are set out in Part 1 of Schedule2.

"Target Group" means the Target and the Subsidiaries and "Target GroupCompany" means any member of the Target Group.

"Target Intellectual Property Rights" means all Intellectual Property Rights ownedby any member of the Target Group including the Registered Intellectual PropertyRights.

"Target's Accountants" means PwC Bedrijfsrevisoren, represented by PeterOpsomer BV BVBA, represented by Peter Opsomer.

"Tax" has the meaning given to it in Schedule 8.

"Tax Covenant" has the meaning given to it in Schedule 8.

"Tax Warranties" has the meaning given to it in Schedule 8.

"Transaction Documents" means this agreement and each of the documents listedon page 1 of this agreement as being either (i) in the agreed form or (ii) othertransaction documents.

"VAT" has the meaning given to it in Schedule 8.

"Warranties" means the warranties set out in Schedule 4 and each statement shallbe a "Warranty".

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2 INTERPRETATION

2.1 Unless stated otherwise, references to clauses, paragraphs, schedules and partiesare to clauses and paragraphs of, and schedules and parties to, this agreement.

2.2 The recitals and schedules form part of this agreement and shall have the sameforce and effect as if expressly set out in the body of this agreement and anyreferences to this agreement shall include the recitals and the schedules. Theheadings and contents table in this agreement do not affect its interpretation.

2.3 References to a person include individuals, bodies corporate, partnerships,unincorporated associations, joint ventures, firms, trusts and all other legal entities(whether or not having separate legal personality).

2.4 References to the parties include their respective successors in title, permittedassigns, estates and personal representatives as the case may be.

2.5 References to the singular include a reference to the plural and references to onegender include all genders and vice versa (in each case) unless the contextotherwise requires.

2.6 References to statutes or statutory provisions include any subordinate legislation (asdefined in section 21(1) of the Interpretation Act 1978) made or to be made under it.

2.7 References to statutes, statutory provisions and/or subordinate legislation are to thatstatute, statutory provision or subordinate legislation as amended, modified,consolidated, re-enacted or replaced from time to time.

2.8 Unless otherwise defined in this agreement or the context otherwise requires, wordsand expressions defined in the Companies Act 2006 have the same meanings in thisagreement. However, the terms "subsidiary" and "holding company" includereference to subsidiary undertakings and parent undertakings.

2.9 References to a "day" (including the phrase "Business Day") are to a period of 24hours running from midnight to midnight, unless the context otherwise requires.

2.10 References to a document being in the "agreed form" are to that document in theform agreed by the Majority Shareholders and the Buyer and initialled by or on behalfof them for identification.

2.11 References to "writing" or "written" include any modes of reproducing words in alegible and non-transitory form.

2.12 Phrases introduced by the terms "including", "include", "in particular" or any similarexpression shall be construed as illustrative and shall not limit the generality of thewords preceding or following those terms.

2.13 References to any English statute or statutory provision or English legal term for anyaction, remedy, method of judicial proceeding, document, legal status, court, officialor any other legal concept or thing shall, in respect of any body corporateincorporated in any jurisdiction other than England, be deemed to refer to and includeany equivalent or analogous action, remedy, method of judicial proceeding,document, legal status, court, official or other legal concept or thing or what most

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nearly approximates in that jurisdiction to the English statute or statutory provision orEnglish legal term.

2.14 For the purpose of applying a reference to a monetary sum expressed in sterling, anamount in a different currency shall be deemed to be an amount in sterling translatedat the Exchange Rate at the relevant date (provided that where it is necessary todetermine whether a monetary limit or threshold set out in Schedule 9 or Schedule10 (as the case may be) has been reached or exceeded and the value of any of therelevant claims is expressed in a currency other than sterling, the value of each suchclaim shall be translated into sterling at the Exchange Rate on the date of receipt ofwritten notification of the existence of such claim in accordance with Schedule 9 orSchedule 10 (as the case may be)).

3 CONDITIONS

3.1 Completion is conditional on the following conditions being satisfied:

(a) the Resolutions being passed at a general meeting of the Buyer (or at anyadjournment thereof);

(b) the waiver given by the Takeover Panel under Rule 9 of the Takeover Codecontinuing to apply;

(c) the Placing and Admission Agreement becoming unconditional in all respects,save for any condition relating to this agreement and Admission

(d) the gross proceeds of the Placing amounting to no less than £30 million; and

(e) Admission.

3.2 The Majority Shareholders and the Buyer shall use all reasonable endeavours toensure that this agreement becomes unconditional as soon as reasonablypracticable after the date of this agreement.

3.3 If any of the Conditions have not been satisfied in full on or before 31 August 2017,this agreement shall, subject to clause 17.20, cease to have effect as from such dateand no party shall have any further or other obligation to the other under thisagreement save in respect of any antecedent breach.

4 ACTION PENDING COMPLETION

4.1 From the date of this agreement until Completion:

(a) the Majority Shareholders shall comply with the obligations set out in Part 1 ofSchedule 3; and

(b) the Buyer shall comply with the obligations set out in Part 2 of Schedule 3.

4.2 The Majority Shareholders shall procure to the extent permissible under applicablelaw that, pending Completion, the Buyer and its directors, officers, employees andadvisers shall be given reasonable access during normal business hours to allpremises of each member of the Target Group and to the books, accounts, recordsand returns and databases of each member of the Target Group.

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4.3 The Buyer shall procure to the extent permissible under applicable law that, pendingCompletion, the Majority Shareholders and their respective directors, officers,employees and advisers shall be given reasonable access during normal businesshours to all premises of each member of the Buyer's Group and to the books,accounts, records and returns and databases of each member of the Buyer's Group.

4.4 The Majority Shareholders shall:

(a) arrange for the remaining two 2007 Warrants and the 2015 Warrants to bemaintained solely by the Target and to be cancelled prior to Completion at nocost to the Target (other than the notary fees for the cancellation and thepayment of EUR 23,400 as consideration for the acquisition by the Target ofthe remaining two 2007 Warrants, which shall be borne by the Target) andshall provide due evidence of the cancellation to the Buyer prior toCompletion; and

(b) indemnify and hold the Target harmless for any damages or losses incurredby the Target in relation to the 2007 Warrants or the 2015 Warrants, otherthan the notary fees for the cancellation of the remaining two 2007 Warrantsand the 2015 Warrants and the payment of EUR 23,400 as consideration forthe acquisition by Target of the remaining two 2007 Warrants.

5 SALE AND PURCHASE

5.1 Subject to the Conditions and the other terms and conditions of this agreement, eachof the Sellers shall (subject to clause 5.4) sell, and the Buyer shall purchase, witheffect from Completion and with all rights attaching to the Shares including the rightto receive all distributions and dividends declared, paid or made in respect of themafter Completion, full title (voile eigendom) to the number of Shares set opposite thatSeller's name in Schedule 1.

5.2 Each of the Sellers severally warrants to the Buyer on the date of this agreementthat:

(a) it or he is the owner of the number of Shares set out opposite its or his namein Schedule 1 and that such Shares have been validly allotted and issued, arefully paid (or credited as fully paid) and constitute the whole of its or hisinterest in the allotted and issued share capital of the Target;

(b) it or he is entitled to sell and transfer the ownership of the number of Sharesset out opposite its or his name in Schedule 1 to the Buyer on the terms setout in this agreement free from all Security Interests;

(c) where that Seller has a spouse, that spouse has consented to the sale of theShares set out opposite its or his name in Schedule 1, to the extent requiredby law or contract or to the extent required for the sale not to be open tochallenge by that spouse;

(d) it or he has the requisite power and authority to enter into and perform its orhis obligations under this agreement and the other Transaction Documents towhich it or he is a party and this agreement and any other TransactionDocuments to which it or he is a party when executed will constitute valid and

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binding obligations on it or him which are enforceable in accordance with theirrespective terms;

(e) it or he has (other than to the extent relevant to the Conditions) obtained allapprovals and consents required for the performance by it or him of thetransactions contemplated by this agreement and all other TransactionDocuments to which it or he is a party; and

(f) the execution and delivery of, and the performance by it or him of its or hisobligations under, this agreement and the other Transaction Documents towhich it or he is a party will not result in a breach of any provision in theSeller's constitutional documents (if applicable) or any order, judgment ordecree of any court or governmental authority by which it or he is bound.

5.3 The warranties in clause 5.2 shall be repeated by the Minority Shareholders and(subject to clause 5.4) MC3 Health NV immediately before Completion by referenceto the facts and circumstances then existing.

5.4 For the avoidance of doubt, following the liquidation of MC3 Health NV, each of theMajority Shareholders shall sell, and the Buyer shall purchase, with effect fromCompletion and with all rights attaching to the Shares including the right to receive alldistributions and dividends declared, paid or made in respect of them afterCompletion, full title (voile eigendom) to 50% of the number of Shares set oppositeMC3 Health NV's name in Schedule 1, and the warranties in clause 5.2 shall bedeemed to have been given by each of the Majority Shareholders as at the date ofthis agreement (as if they had been the direct owner of such Shares at such time)and shall be deemed to be repeated immediately before Completion in each case ona several basis, provided that all references to "the number of Shares set outopposite its or his name in Schedule 1" shall be replaced with references to "50% ofthe number of Shares set out opposite MC3 Health NV's name in Schedule 1".

5.5 The warranties given pursuant to clauses 5.2 to 5.4 shall be given subject to thelimitations and qualifications set out in Schedule 9 which expressly apply to TitleWarranty Claims.

5.6 Each Seller waives all rights of pre-emption (if any) over the Shares to which it or hemay be entitled under the articles of association of the Target or otherwise in relationto the sale and purchase of the Shares pursuant to this agreement.

5.7 Each Seller and each Majority Shareholder confirms that he or it approves theadoption by the board of directors of the Buyer of the Incentive Scheme in the agreedform.

5.8 Notwithstanding any rule of law or equity to the contrary, any release, waiver orcompromise or other arrangement to which the Buyer may agree or effect in relationto any one of the Sellers in connection with this agreement and/or any otherTransaction Document shall not affect any right, power or remedy of the Buyeragainst any of the other Sellers.

6 CONSIDERATION

6.1 The consideration for the purchase of the Shares shall be:

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(a) the allotment and issue of, in aggregate, such number of ordinary shares of20 pence each in the Buyer as is derived from the following formula:

(((x + y)/37) x 63) — z

where:

x = the number of ordinary shares in issue in the Buyer at the close ofbusiness on the date of this agreement;

y = the aggregate of: (i) the number of ordinary shares to be issued to lainMenneer and Chris Brewster pursuant to the Existing LTIP; and (ii) 450,000ordinary shares, being the maximum number of ordinary shares that could beissued to optionholders under awards exercisable at Completion; and

z = the number of ordinary shares equal in value (when calculated byreference to the Placing Price) to: (i) the gross proceeds of the Placing; plus(ii) £4 million,

(the Consideration Shares), such shares to be allotted and issued to theSellers pro rata to their shareholdings in the Target in accordance with clause8.3.

(b) cash equal to: (i) the net proceeds of the Placing (being the gross proceeds ofthe Placing less an amount equal to the amount of commission payable toPanmure Gordon (UK) Limited and Bank Degroof Petercam NV by the Buyerpursuant to clause 7.3 of the Placing and Admission Agreement); plus (ii) £4million (the "Cash Payment"), such payment to be made to the Sellers prorata to their shareholdings in the Target in accordance with clause 8.9.

6.2 Any payment made in satisfaction of a liability arising under a Seller Obligation or aBuyer Obligation shall, to the extent possible, adjust the consideration paid for theShares.

7 LOCKED BOX

7.1 Each Seller severally undertakes (in relation to himself only) to the Buyer that, in theperiod from the Locked Box Date up to (and including) Completion (except for anyPermitted Payments):

(a) no management charge, fee or other payment has been or will be levied orpaid to that Seller or any of his Associates by any member of the TargetGroup;

(b) no bonus has been declared or awarded (unpaid or paid) by any member ofthe Target Group to that Seller or any of his Associates or any of theirrespective employees;

(c) no assets, rights or other benefits of the Target Group have been or will betransferred or surrendered to that Seller or any of his Associates, nor haveany liabilities of that Seller or any of his Associates been, nor will they be,assumed, indemnified or incurred by any member of the Target Group for thebenefit of that Seller or any of his Associates;

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(d) no loan has been or will be made by a member of the Target Group to thatSeller or any of his Associates;

(e) no Security Interest has been or will be created over any of the assets of theTarget Group in favour of that Seller or any of his Associates;

(f)

(g)

no liabilities or obligations of that Seller or any of his Associates in favour ofany member of the Target Group have been or will be waived (wholly orpartially);

no dividend, distribution of profits or assets or return of capital has been orwill be paid or declared or made by any member of the Target Group to or infavour of that Seller or any of his Associates;

(h) no payments have been or will be made by any member of the Target Groupin respect of the redemption, repurchase or repayment of any securities infavour of that Seller or any of his Associates;

(I) no transaction fees, costs or expenses of that Seller or any of his Associateshave been or will be paid, assumed or incurred by any member of the TargetGroup; and

neither that Seller nor any of his Associates has made or entered into anyagreement or arrangement relating to any of the matters referred to in thisclause 7.1.

7.2 Each Seller severally undertakes (in relation to himself only) to the Buyer to pay tothe Buyer, within 10 Business Days of demand by the Buyer following Completion, anamount equal to any Leakage which he has received.

7.3 For the purpose of clause 7.2, the amount of any Leakage shall:

(a) not include any amount in respect of VAT which is recoverable by repaymentor credit by any member of the Target Group or by the representativemember of any group for VAT purposes of which the relevant member of theTarget Group is a member;

(b) be increased by any other Tax payable by a member of the Target Groupdirectly in respect of or in consequence of the Leakage; and

(c) be calculated net of any Relief available to a member of the Target Group asa result of the Leakage or the matter giving rise to it, including in respect ofany Tax arising as referred to in paragraph (b) above.

7.4 The liability of each of the Sellers pursuant to clause 7.2 shall terminate on the datefalling six calendar months after Completion, unless prior to that date the Buyer hasnotified the Sellers in writing of a breach of the provisions of clause 7.1.

7.5 Nothing in this clause 7 shall have the effect of limiting, restricting or excluding theliability of a Seller in respect of a claim arising as a result of his own fraud.

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8 COMPLETION

8.1 Subject to the satisfaction of the Conditions set out in paragraphs (a) to (d) of clause3.1, Completion in escrow ("Escrow Completion") shall take place at the offices ofthe Buyer's Solicitors on the Business Day prior to the day on which Admission is totake place (the "Escrow Completion Date"). At Escrow Completion, all matters andthings required to be done in accordance with Clauses 8.4 and 8.6 will be dulyperformed and all such documents held in escrow so that their terms do not comeinto force and effect unless and until Completion occurs.

8.2 At Completion, which will take place upon Admission provided that the Condition setout in paragraph (b) of clause 3.1 remains satisfied at that time, all matters andthings required to be done at Escrow Completion pursuant to Clause 8.1 will bedeemed to be duly performed and all documents delivered at Escrow Completion inaccordance with Clauses 8.4 and 8.6 will be unconditionally released to the holdersthereof such that their terms shall come into full force and effect at such time.

8.3 At or before Escrow Completion, the Buyer shall allot and issue (conditional onlyupon Admission) the Consideration Shares to the Sellers pro rata to theirshareholdings in the Target (rounded down to the nearest share), such shares to becredited as fully paid and free from any third party rights and with the same rights as,and ranking pari passu in all respects with, all other shares in the Buyer.

8.4 At Escrow Completion, the Majority Shareholders shall deliver or ensure that there isdelivered to the Buyer:

(a) the resignations of Michael Schenck BVBA as a director of each member ofthe Target Group in the agreed form and with effect from and conditional onCompletion containing a written acknowledgement executed as a deed(where applicable) from him that he has no claim against any member of theTarget Group on any grounds whatsoever in connection with his directorshipor its termination;

(b) a letter from each of the Target's directors and the Target's statutory auditorwaiving any right to a convening notice for attending the Target'sshareholders' meeting(s) which will take place following Completion in orderto:

(i) appoint such persons as directors of the Target as have been agreedbetween the Buyer and the Majority Shareholders;

(ii) change the articles of association of the Target; and

(iii) increase the share capital of the Target through a contribution in kind,

in a form to be provided by the Buyer not later than five (5) Business Daysprior to Completion;

(c) the Relationship Agreement, duly executed by the Majority Shareholders;

(d) if MC3 Health NV has been liquidated prior to Completion, due evidence of theliquidation of MC3 Health NV (in the form of a copy of the duly signed notarialdeed enacting the opening and the closing of the liquidation of MC3 Health NV

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in accordance with article 184 paragraph 5 of the Belgian Company Code andthe transfer of the Shares from MC' Health NV to the Majority Shareholdersas part of the liquidation, or of a certificate of the relevant notary confirmingthat the liquidation of MC' Health NV was opened and closed in accordancewith article 184 paragraph 5 of the Belgian Company Code and that theShares have been transferred from MC' Health NV to the MajorityShareholders as part of the liquidation);

(e) the Service Agreements for Christiaan Cardon, Walter Beyers, Jan Booneand Marc Coucke, duly executed by each of them;

(f) the Belgian Service Agreements, duly executed by the Target and byChristiaan Cardon and Walter Beyers or by their respective personal servicecompanies;

(g) a letter from KBC Bank NV to the Target consenting to the change to thecontrolling shareholders' structure of the Target and waiving the change ofcontrol provisions set out in article 4.4 of the credit agreement dated 29August 2016 between the Target and KBC Bank NV with number -

and in the general credit terms and conditions of KBC Bank NV;

(h) a letter, email or both from BNP Paribas Fortis NV to the Target consenting tothe change to the controlling shareholders' structure of the Target and waivingthe change of control provisions set out in the three rollover creditagreements dated 29 August 2016 between the Target and BNP ParibasFortis NV with numbers and in the general credit terms and conditions of BNP Paribas Fortis NV

and waiving the application of sale proceeds provisions set out in the threeabovementioned rollover credit agreements;

(I) a letter, email or both from ING Belgie NV to the Target consenting to thechange to the controlling shareholders' structure of the Target and waiving thechange of control provisions set out in the credit letter dated 31 August 2016between the Target and ING Belgie NV and in the general credit terms andconditions of ING Belgie NV and waiving the application of sale proceedsprovisions set out in the abovementioned credit letter;

(i) a letter from Belfius Bank NV to the Target consenting to the change to thecontrolling shareholders' structure of the Target and waiving the change ofcontrol provisions set out in the credit letter dated 25 August 2016 betweenthe Target and Belfius Bank NV and in the general credit terms andconditions of Belfius Bank NV;

(k) as evidence of the authority of each person entering into a TransactionDocument on behalf of any of the Majority Shareholders and the Sellers, acopy of a resolution of the board of directors (or a duly authorised committee)of any such Majority Shareholder or Seller and/or a power of attorney in theagreed form executed by the relevant Seller conferring such authority; and

(I) if MC' Health NV has not been liquidated prior to Completion, a deedexecuted by the Majority Shareholders confirming that they will comply withthe provisions of this agreement that apply to them as Majority Shareholders,in a form approved by the Buyer (acting reasonably).

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8.5 At or before Escrow Completion, there shall be made available to the Buyer at therelevant registered offices of the Target Group Companies:

(a) the certificate of incorporation (and, where relevant, any certificate ofincorporation on change of name) of each member of the Target Group;

(b) the minute books containing records of director and/or shareholder meetingsof each member of the Target Group, to the extent such books exist as atCompletion; and

(c) the register of members and other statutory registers of each member of theTarget Group to the extent such registers exist as at Completion.

8.6 At Escrow Completion the Buyer shall deliver to the Sellers:

(a) the resignations of each of Chris Brewster and Raymond Harding as adirector of the Buyer in the agreed form containing a writtenacknowledgement executed as a deed from each of them that they have noclaim against any member of the Buyer's Group on any grounds whatsoeverin connection with their directorship or its termination;

(b) the Service Agreements duly executed by the Buyer and lain Menneer, ChrisBrewster, Edwin Torr, James Lambert and Lord Downshire;

(c) the Relationship Agreement, duly executed by the Company and PanmureGordon (UK) Limited;

(d) a copy of a resolution of the board of directors (or a duly authorisedcommittee) of the Buyer authorising:

(i) the purchase of the Shares;

(ii) the execution and performance of this agreement, including theallotment and issue of the Consideration Shares and the PlacingShares, conditional only on Admission, and the issue of sharecertificates relating thereto or the holding of the Consideration Sharesand the Placing Shares via CREST;

(iii) the acknowledgment of receipt of the Disclosure Letter;

(iv) the execution of the Service Agreements; and

(v) the execution and performance of the Transaction Documents andany other documents required to be delivered by it.

(e) copies of the resolutions of the board of directors and/or shareholders, as thecase may be, of each member of the Buyer's Group appointing, with effectfrom Completion, such persons as the Buyer and the Majority Shareholdershave agreed shall be appointed as directors and as the secretary of eachmember of the Buyer's Group and accepting, with effect from Completion, theresignations referred to in clause 8.6(a).

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8.7 If any of the material provisions of clauses 8.3 to 8.6 are not complied with by theMajority Shareholders (on the one hand) or the Buyer (on the other) on the EscrowCompletion Date, then the Majority Shareholders or the Buyer (as the case may be)shall be entitled in their or its absolute discretion (without affecting any other rightsand remedies available to them or it) by written notice to the parties or party in defaulton such date:

(a) to terminate this agreement subject to clause 17.20; or

(b) to effect Escrow Completion so far as is practicable having regard to thedefaults which have occurred; or

(c) to specify a new date for Escrow Completion (being a Business Day not morethan 20 Business Days after the agreed date for Escrow Completion pursuantto clause 8.1), therefore also delaying Admission, in which event this clause 8(except for this clause 8.7(c)) shall apply to Escrow Completion as sodeferred.

8.8 Immediately following Completion, the Sellers and the Buyer shall:

(a) record the transfer of the Shares from the Sellers to the Buyer in theshareholders' register of the Target and the Majority Shareholders shalldeliver a copy of the duly completed shareholders' register to the Buyer; and

(b) ensure that a shareholders' meeting and/or board meeting, as applicable, ofeach member of the Target Group shall be duly convened and held at which,with immediate effect, such persons as have been agreed between the Buyerand the Majority Shareholders shall be appointed as directors and as thesecretary of each member of the Target Group and the resignations referredto in clause 8.4(a) shall be submitted and accepted.

8.9 With respect to the Cash Payment:

(a) on Completion, the Buyer shall pay £4 million by telegraphic transfer to theSellers' Bank Account; and

(b) within three Business Days of Completion, the Buyer shall pay the remainderof the Cash Payment by telegraphic transfer to the Sellers' Bank Account.

8.10 Other than in accordance with clause 8.7(a), no party shall be entitled to rescind orterminate this agreement in any circumstances whatsoever (whether before or afterCompletion). This shall not exclude any liability for (or remedy in respect of) fraud orfraudulent misrepresentation.

9 ALLOTMENT OF CONSIDERATION SHARES

9.1 As soon as reasonably practicable after the date on which the Consideration Sharesare unconditionally allotted (subject only to Admission) to the Sellers pursuant to thisagreement and the Placing Shares are unconditionally allotted (subject only toAdmission) to the placees pursuant to the Placing and Admission Agreement (but notlater than the second Business Day following any such allotment), the Buyer shallapply to the London Stock Exchange for Admission of the Consideration Shares andthe Placing Shares, and the Buyer shall, upon such Consideration Shares and

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Placing Shares being allotted and issued on Admission, either issue sharecertificates or ensure that the relevant CREST accounts are credited immediatelyupon Completion.

9.2 The Consideration Shares and the Placing Shares shall rank pari passu in allrespects with the existing ordinary shares of £0.20 each in the capital of the Buyer,including the right to receive all dividends declared, made or paid after the date ofallotment (save that they shall not rank for any dividend or other distribution of theBuyer declared, made, or paid by reference to a record date before the date ofallotment).

10 POST-COMPLETION OBLIGATIONS

10.1 With effect from the date of this agreement, the parties agree that the heads of termsdated 23 December 2016 (as amended, from time to time) between the Sellers andthe Buyer relating to the Target Group and the confidentiality agreement dated 29November 2016 between the Target and the Buyer (save for clauses 9 and 10 of theconfidentiality agreement, which shall terminate with effect from Completion) shall beterminated.

10.2 At any time after Completion, the Sellers at their own expense shall (and shall usetheir reasonable endeavours to procure that any necessary third party shall) sign andexecute all such documents and do all such acts and things as the Buyer mayreasonably require for effectively vesting the Shares in the Buyer.

10.3 Each of the Sellers and the Buyer shall for four years (or, in respect of Tax, sevenyears) following Completion provide all such information relating to each member ofthe Target Group, its business and affairs within their respective custody, possessionor control as the Buyer or (to the extent necessary for accounting, regulatory or Taxpurposes) the Sellers may reasonably request.

10.4 Subject to Completion taking place, the Majority Shareholders will indemnify and holdharmless the Target Group for any losses incurred by the Target Group in connectionwith the claims made by Companhia Portuguesa Consumer Health ("CPCH")resulting from the direct distribution of certain products by the Target Group inPortugal and/or in relation to the alleged breach of or termination (in whole or in part)of the distribution arrangement with CPCH, provided that the Majority Shareholdersshall not be liable for any claim under this clause 10.4 unless the amount of theiraggregate liability under this clause exceeds £50,000.

11 WARRANTIES

11.1 Each of the Majority Shareholders severally warrants to the Buyer as at the date ofthis agreement that each Warranty and Tax Warranty is true and accurate as at thedate of this agreement, subject only to:

(a) any matter fairly disclosed in the Disclosure Materials (for which purposes amatter is fairly disclosed if it is disclosed in such manner and in such detail asto enable a reasonable buyer to make a reasonable assessment of the matterconcerned);

(b) the limitations and qualifications set out in this clause 11 and in Schedule 9;and

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(c) in relation to the Tax Warranties only, the limitations and qualifications set outin Schedule 8.

11.2 The Majority Shareholders acknowledge that the Buyer has entered into thisagreement and will pay the consideration in reliance on the Warranties and the TaxWarranties.

11.3 Each Warranty and Tax Warranty made or given in respect of the Target shall bedeemed to be a warranty of the Majority Shareholders made or given in respect ofeach member of the Target Group and (unless the context or subject matterotherwise requires) the expression the "Target" in the Warranties and the TaxWarranties shall be construed accordingly.

11.4 The only warranties given in respect of Tax are the Tax Warranties and none of theWarranties shall be deemed to be, whether directly or indirectly, a warranty in respectof Tax and the Buyer acknowledges and agrees that each Majority Shareholdermakes no warranty in respect of Tax other than the Tax Warranties.

11.5 Each Warranty and Tax Warranty shall be construed as a separate and independentwarranty and, except where expressly stated, shall not be limited or restricted byreference to or inference from the terms of any other Warranty, and the Buyer shallhave a separate claim and right of action in respect of every breach of Warranty(subject to the limitations and qualifications set out in this clause 11 and Schedule 9).

11.6 Except in the case of and as against any person who has acted fraudulently, each ofthe Majority Shareholders agrees with the Buyer to waive any claim or remedy orright which they may have in respect of any misrepresentation, inaccuracy oromission in or from any information or advice supplied or given by any member of theTarget Group or a director, officer or employee of any member of the Target Groupfor the purpose of assisting the Majority Shareholders in giving any warranty,representation, undertaking or covenant in this agreement or any TransactionDocument, in preparing the Disclosure Letter or in entering into this agreement orany other Transaction Document.

11.7 If any Warranty or Tax Warranty is qualified by the expression "so far as the MajorityShareholders are aware" or "to the best of the knowledge, information and belief ofthe Majority Shareholders" or words to such effect, such expression shall mean thateach of the Majority Shareholders has made reasonable enquiries of each of

into the subjectmatter of that Warranty or Tax Warranty.

11.8 Each of the Majority Shareholders severally undertakes with the Buyer to disclosepromptly in writing to the Buyer any matter or thing which may arise or becomeknown to such Majority Shareholder after the date of this agreement and prior toCompletion which results or is reasonably likely to result in any Warranty or TaxWarranty being unfulfilled, untrue, inaccurate or misleading in any respect or in anyof the contents of the Disclosure Letter being untrue, inaccurate or misleading in anyrespect. Any disclosure made after the date of this agreement of matters existingprior to the date of this agreement shall not relieve any of the Majority Shareholdersfrom any liability in respect of a breach of the Warranties.

11.9 Notwithstanding any other provisions of this agreement or any other TransactionDocument, none of the limitations contained in this clause 11, Schedule 8, Schedule

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9, the Disclosure Materials nor any statutory limitation shall apply to any claim forbreach of the Warranties or the Tax Warranties or under the Tax Covenant where thefact, matter or circumstance giving rise to the claim arises as a result of fraud orfraudulent misrepresentation on the part of any of the Majority Shareholders, MC'Health NV, any member of the Target Group or any of their respective directors.

11.10 In respect of any Warranty Claim or Tax Claim, or any claim under clause 10.4 of thisagreement, each Majority Shareholder shall only be liable for 50% of the amount ofany such claim.

12 BUYER WARRANTIES

12.1 The Buyer warrants to the Sellers as at the date of this agreement that each BuyerWarranty is true and accurate as at the date of this agreement, subject only to:

(a) any matter fairly disclosed in the Buyer Disclosure Materials (for whichpurposes a matter is fairly disclosed if it is disclosed in such manner and insuch detail as to enable a reasonable person to make a reasonableassessment of the matter concerned); and

(b) the limitations and qualifications set out in this clause 12 and in Schedule 10.

12.2 The Buyer acknowledges that the Sellers have entered into this agreement inreliance on the Buyer Warranties.

12.3 Each Buyer Warranty made or given in respect of the Buyer shall be deemed to be awarranty of the Buyer made or given in respect of each member of the Buyer's Groupand (unless the context or subject matter otherwise requires) the expression the"Buyer" in the Buyer Warranties shall be construed accordingly.

12.4 Each Buyer Warranty shall be construed as a separate and independent warrantyand, except where expressly stated, shall not be limited or restricted by reference toor inference from the terms of any other Buyer Warranty, and the Sellers shall have aseparate claim and right of action in respect of every breach of Buyer Warranty(subject to the limitations and qualifications set out in this clause 12 andSchedule 10).

12.5 Except in the case of and as against any person who has acted fraudulently, theBuyer agrees with the Majority Shareholders to waive any claim or remedy or rightwhich they may have against any director, officer or employee of (i) the MajorityShareholders; (ii) MC' Health NV; or (iii) any member of the Buyer's Group (includingthe Target Group) on whom the Buyer may have relied before agreeing to any termof this agreement or any other Transaction Document or before entering into thisagreement or any other Transaction Document.

12.6 If any Buyer Warranty is qualified by the expression "so far as the Buyer is aware" or"to the best of the knowledge, information and belief of the Buyer" or words to sucheffect, such expression shall mean that the Buyer has made reasonable enquiries ofeach of into the subject matter of that BuyerWarranty.

12.7 The Buyer undertakes to the Sellers to disclose promptly in writing to the Sellers anymatter or thing which may arise or become known to the Buyer after the date of this

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agreement and prior to Completion which results or is reasonably likely to result inany Buyer Warranty being unfulfilled, untrue, inaccurate or misleading in any respector in any of the contents of the Buyer Disclosure Letter being untrue, inaccurate ormisleading in any respect. Any disclosure made after the date of this agreement ofmatters existing prior to the date of this agreement shall not relieve the Buyer fromany liability in respect of a breach of the Buyer Warranties.

12.8 Notwithstanding any other provisions of this agreement or any other TransactionDocument, none of the limitations contained in this clause 12, Schedule 10, theBuyer Disclosure Materials nor any statutory limitation shall apply to any claim forbreach of the Buyer Warranties where the fact, matter or circumstance giving rise tothe claim arises as a result of fraud or fraudulent misrepresentation on the part of theBuyer or any member of the Buyer's Group or any of their directors or officers.

13 RESTRICTIVE COVENANTS

13.1 The Majority Shareholders recognise the importance of the goodwill and know-how ofthe Target Group to the Buyer which is reflected in the consideration paid by theBuyer for the Shares. Accordingly, the Majority Shareholders are prepared to enterinto the commitments contained in this clause 13 to ensure that the Buyer's interestin that goodwill and know-how is properly protected.

13.2 Each Majority Shareholder severally undertakes to the Buyer that without the priorwritten consent of the Buyer, neither it nor any of its Associates will, alone or jointly,directly or indirectly:

(a) for a period of 24 months after the date of Completion, carry on or beengaged, concerned or interested in the business of the sale, wholesale ordistribution of veterinary pharmaceuticals, nutraceuticals and/or instrumentsin the territories listed in Schedule 12 in competition with the business of anymember of the Target Group as carried on at the date of Completion providedthat nothing contained in this clause 13.2(a) shall preclude any of the MajorityShareholders or their Associates from purchasing or holding up to 8% of theissued shares in any company purely for financial investment purposes,without granting them, directly or indirectly, management functions or anymaterial influence in the company; or

(b) for a period of 12 months after the date of Completion, solicit or entice awayor seek to entice away any person who is, and was at the date of Completion,employed by any member of the Target Group in a senior or managerial role;Or

(c) for a period of 12 months after the date of Completion, employ any personwho was at the date of Completion, employed by any member of the TargetGroup in a senior or managerial role; or

(d) for a period of 12 months after the date of Completion, solicit or endeavour tosolicit in competition with the business of any member of the Target Group(as carried on at the date of Completion) the custom of, or orders from, anyperson who has been a customer of any member of the Target Group at anytime during the period of 12 months immediately preceding the date ofCompletion; or

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(e) for a period of 12 months after the date of Completion, accept orders fromany person who has been a customer of any member of the Target Group atany time during the period of 12 months immediately preceding the date ofCompletion in competition with the business of any member of the TargetGroup (as carried on at the date of Completion); or

(f) for a period of 12 months after the date of Completion, interfere with or seekto interfere with the continuance of supplies to any member of the TargetGroup (or the terms relating to such supplies) from any suppliers who havebeen supplying components, materials or services to any member of theTarget Group at any time during the period of 12 months immediatelypreceding the date of Completion.

13.3 Nothing in this clause 13 shall prevent:

(a) the Majority Shareholders from holding shares in the Buyer or fromperforming their obligations under the Transaction Documents and/or anyother agreement which they may enter into with a member of the Buyer'sGroup; or

(b) Marc Coucke or any of his Associates (including, for the avoidance of doubt,Alychlo NV) from being a non-executive director of Perrigo Company plc orFagron NV; or

(c) Alychlo NV or any of its Associates from, alone or jointly, directly or indirectly,holding shares in Perrigo Company plc or Fagron NV.

13.4 The restrictions contained in clauses 13.2(b) and 13.2(c) shall not prevent anyMajority Shareholder or any of their Associates from engaging in publicadvertisements not targeted at the employees referred to in such clauses oremploying any person:

(a) who responds to a public advertisement for the relevant vacancy placed by oron behalf of the relevant Majority Shareholder or Associate; or

(b) whose employment is terminated by the Buyer, any member of the Buyer'sGroup or any member of the Target Group, at any time prior to the solicitationor employment; or

(c) who makes an unsolicited approach to the relevant Majority Shareholder orAssociate.

13.5 The restrictions contained in this clause 13 are considered to be reasonable by theMajority Shareholders in all respects but if any of those restrictions are held to bevoid in the circumstances where it would be valid if some part were deleted, theparties agree that such restrictions shall apply with such deletion as may benecessary to make it valid and effective.

13.6 Each Majority Shareholder acknowledges that the Buyer is accepting the benefit ofthe undertakings contained in this clause 13 both on its own behalf and on behalf ofeach member of the Buyer's Group and the Target Group with the intention that theBuyer may claim against any of the Majority Shareholders on behalf of any such

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person for loss sustained by that person as a result of any breach of any of thecovenants contained in this clause.

13.7 Clauses 13.2(a) to 13.2(f) are separate and severable and shall be enforceableaccordingly.

14 CONFIDENTIALITY

14.1 Each of the Majority Shareholders, the Sellers and the Buyer shall not at any timebefore or after the date of Completion disclose or permit there to be disclosed anyConfidential Information which it has or acquires provided that this clause shall notapply if and to the extent that the written consent of the relevant party has beenobtained (provided that the consent of the Minority Shareholders may be given by theSeller Representative) or:

(a) such Confidential Information has ceased to be confidential or come into thepublic domain (other than as a result of breach of any obligation of confidenceby such party or any of its Associates, directors, officers, employees, agents,accountants or advisers); or

(b) any disclosure of such Confidential Information has been authorised in writingby the Majority Shareholders or the Sellers (provided that the authorisation ofthe Minority Shareholders may be given by the Seller Representative) or theBuyer (as the case may be); or

(c) disclosure is required for the purpose of any arbitral or judicial proceedingsarising out of this agreement or any Transaction Document; or

(d) disclosure of the Confidential Information concerned is required by anyapplicable law or by any stock exchange, governmental or regulatory body(including any Tax Authority), provided that, except in connection withdisclosure to a Tax Authority, the disclosing party shall first inform the MajorityShareholders or the Sellers (or, in the case of the Minority Shareholders, theSeller Representative) or the Buyer (as the case may be) of its intention todisclose such information and take into account their reasonable comments;Or

(e) disclosure is to a Tax Authority or Tax or other professional adviser incircumstances where such disclosure is reasonably necessary for themanagement of the Tax affairs of such party or any of its Associates.

15 TAX

The parties agree that paragraphs 1 (Definitions), 2 (Interpretation), 3 (TaxWarranties) and 9 (Withholding, Gross up, Reliefs and VAT) of Schedule 8 shallcome into effect on the date of this agreement. The remaining provisions ofSchedule 8 shall come into effect at Completion, save to the extent that any of thoseprovisions restrict, limit or otherwise govern a claim for a breach of any of the TaxWarranties, in which case the relevant provisions shall come into effect on the date ofthis agreement, for such purpose only.

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16 CONFLICTS

In the event that:

(a) any potential claim by the Buyer arises for breach of this agreement by theMajority Shareholders or MC' Health NV (or any one of them); or

(b) any potential claim by the Buyer arises under the Tax Covenant against theMajority Shareholders or MC3 Health NV (or any one of them); or

(c) any potential claim by the Sellers arises for breach of this agreement by theBuyer,

then any director of MC' Health NV or the Majority Shareholders that is a director ofthe Buyer at the time of the potential claim will not have the right to vote on anydecision of the board of the Buyer in respect of such claim.

17 GENERAL

17.1 Announcements: Subject to clause 17.2 and clause 17.3, the parties shall not makeor authorise any announcement concerning the terms of or any matters contemplatedby or ancillary to this agreement without the prior written consent of the other parties(provided that the consent of the Minority Shareholders may be given by the SellerRepresentative), such consent not to be unreasonably withheld or delayed.

17.2 A party may make or authorise an announcement if required by law or regulation(including the AIM Rules) or any securities exchange or regulatory or governmentalbody (whether or not such requirement has the force of law), provided that such partyshall first inform the other parties (or, in respect of the Minority Shareholders, theSeller Representative) of its intention to do so and take into account their reasonablecomments.

17.3 The parties authorise the release of the Announcement in the agreed formimmediately following the signature of this agreement to a Regulatory InformationService (as defined in the AIM Rules) and to such other persons as the Buyer may inits absolute discretion determine.

17.4 Assignment:

(a) Subject to clause 17.4(b), no party may assign, transfer, charge, make thesubject of a trust or deal in any other manner with any of its rights under thisagreement and/or any other Transaction Document or purport to do any of thesame or sub-contract any of its obligations under this agreement and/or anyother Transaction Document without the prior written consent of the otherparties (provided that the consent of the Minority Shareholders may be givenby the Seller Representative), such consent not to be unreasonably withheldor delayed.

(b) The parties acknowledge and agree that with effect from the time at whichMC' Health NV is liquidated: (i) each of the Majority Shareholders shallassume MC' Health NV's rights and obligations under this agreement and/orany other Transaction Document on a pro rata and several basis; and (ii) MC3Health NV shall be released and discharged from all claims, demands

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liabilities and obligations under this agreement and/or any other TransactionDocument (including in respect of any antecedent breach of this agreementand/or any other Transaction Document).

17.5 Entire agreement: This agreement and the other Transaction Documents constitutethe entire agreement between the parties relating to its subject matter and supersedeany previous agreements or arrangements between them relating to the same.

17.6 Each party agrees that it has not entered into this agreement or any otherTransaction Document in reliance on any representation, statement, covenant,warranty or undertaking made or given by or on behalf of any other party (or any ofits Connected Persons) except as expressly set out in this agreement or any otherTransaction Document. Subject to clause 10.1, each party waives any claim orremedy or right in respect of any representation, statement, covenant, warranty orundertaking made or given by or on behalf of any other party (or any of its ConnectedPersons) unless and to the extent that claim lies for breach of this agreement or anyother Transaction Document.

17.7 Except for any liability in respect of a breach of this agreement or any otherTransaction Document, no party nor any of its Connected Persons, shall owe anyduty of care or have any liability in tort or otherwise to the other parties or theirrespective Connected Persons in relation to the proposed transaction.

17.8 Nothing in clauses 17.5 to 17.7 shall operate to exclude or limit any liability for fraudor fraudulent misrepresentation.

17.9 Each Party agrees to the terms of clauses 17.5 to 17.7 on its own behalf and asagent for each of its Connected Persons. For the purpose of this clause,"Connected Persons" means (in relation to a party) the officers, employees andadvisers of that party or any of its Associates.

17.10 Variation: No variation of this agreement or any other Transaction Document shallbe valid unless it is in writing and signed by or on behalf of the Buyer and the MajorityShareholders.

17.11 Notices: Any notice or other communication given under this agreement shall be inwriting in the English language and signed by or on behalf of the party giving it andshall be served by delivering it by hand or sending it by email or by pre-paid recordeddelivery or registered post to the party or person due to receive it, to its address setout in this agreement or to such other address as last notified in writing inaccordance with clause 17.14. Notice given under this agreement shall not be validlyserved if sent by fax.

17.12 Subject to clause 17.13, in the absence of evidence of earlier receipt, any notice orother communication given pursuant to this clause shall be deemed to have beenreceived:

(a) if delivered by hand, at the time of actual delivery to the address referred to inclause 17.14;

(b) if delivered by email, at the time of transmission;

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(c) in the case of pre-paid recorded delivery or registered post, two BusinessDays after the date of posting; and

(d) in the case of registered airmail, five Business Days after the date of posting.

17.13 If deemed receipt under clause 17.12 occurs before 9.00 am on a Business Day, thenotice shall be deemed to have been received at 9.00 am on that day. If deemedreceipt occurs on any day which is not a Business Day or after 5.00 pm on aBusiness Day the notice shall be deemed to have been received at 9.00 am on thenext Business Day.

17.14 The addresses for the purposes of this clause are:

SellersAddress: As set out in column 1 of Schedule 1

For the attention of: Each named Seller

Seller Representative

Ecuphar Invest NV

Alychlo NV

Buyer

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or such other address as may be notified in writing from time to time by the relevantperson to the other parties.

17.15 In proving such service, it shall be sufficient to prove that the envelope containingsuch notice was correctly addressed and delivered either to that address or into thecustody of the postal authorities in the required form.

17.16 Each of the Minority Shareholders hereby irrevocably appoints Christiaan Cardon asits sole representative for the purposes set out in this agreement and the TransactionDocuments, including for the purposes of bringing or being notified of a claim underthis agreement in accordance with Schedule 9 and Schedule 10 (the "Sellers'Representative") and agrees that for the purposes of this agreement and/or anyother Transaction Document:

(a) any notice or other communication to be made or given by the MinorityShareholders or any of them shall only be made or given by the Sellers'Representative on behalf of all the Minority Shareholders; and

(b) any notice or other communication to be made or given to the MinorityShareholders or any of them shall be deemed to have been validly made orgiven if sent to the Sellers' Representative on behalf of all the MinorityShareholders notwithstanding any failure to send any such notice to any ofthe Minority Shareholders or the non-receipt of any such notice by any of theMinority Shareholders.

17.17 Several liability: All representations, warranties, undertakings, agreements,covenants, indemnities and obligations made or given or entered into by or of theMajority Shareholders or the Sellers under this agreement are given on a severalbasis.

17.18 Waivers and remedies: The failure to exercise or delay in exercising any right orremedy under or relating to this agreement shall not be regarded as a waiver of suchright or remedy, or a waiver of any other right or remedy under or relating to thisagreement. No single or partial exercise of any right or remedy under or relating tothis agreement shall prevent any further exercise of the right or remedy or any otherright or remedy.

17.19 Survival of provisions: Except where this agreement provides otherwise, theprovisions of this agreement insofar as they have not been performed at Completionshall remain in full force and effect notwithstanding Completion.

17.20 The provisions of this agreement which are expressly or impliedly intended to survivethe termination or expiry of this agreement shall survive such termination or expiry,including clauses 1, 2, 14, this clause 17 (other than clause 17.21) and 18,Schedule 9 and Schedule 10.

17.21 Further assurance: The parties shall from time to time (both during the term of thisagreement and after) do or procure to be done all such acts and execute or procurethe execution of all such documents as may be reasonably necessary to give effectto the provisions of this agreement and/or the other Transaction Documents.

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17.22 Severance: If any provision or part of any provision of this agreement is or becomesillegal, invalid or unenforceable under the law of any jurisdiction, the parties shall usereasonable efforts to replace it with a valid and enforceable substitute provision theeffect of which is as close to its intended effect as possible, but that shall not affect orimpair:

(a) the legality, validity or enforceability in that jurisdiction of any other provisionof this agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction ofthat or any other provision of this agreement.

17.23 Third party rights: The individuals and entities specified in clauses 11.6, 12.5, 17.6and 17.7 shall each have the right to enforce the relevant terms of those respectiveclauses by reason of the Contracts (Rights of Third Parties) Act 1999. This right issubject to (i) the rights of the parties to amend or vary this agreement without theconsent of any such persons and (ii) the other terms and conditions of thisagreement. Except as provided in this clause 17.23, a person who is not a party tothis agreement shall have no right to enforce this agreement pursuant to theContracts (Rights of Third Parties) Act 1999.

17.24 No partnership or agency: Nothing in this agreement and no action taken by theparties under it shall be deemed to constitute any partnership, agency, association,joint venture or other co-operative enterprise between the parties.

17.25 Costs:

(a) Subject to clause 17.25(b), except where this agreement provides otherwiseeach party shall pay its own costs relating to or in connection with thenegotiation, preparation, execution and performance by it of each TransactionDocument and the transactions contemplated by this agreement.

(b) The Buyer shall bear all stamp duty, stamp duty reserve tax and otherdocumentary, transfer or registration duties or taxes (including in each caseany related interest or penalties) arising as a result of the entry into orimplementation of this agreement or of any of the other TransactionDocuments (including the implementation of any of the transactionscontemplated under any of the Transaction Documents).

17.26 Payment:

(a) Any payment to be made pursuant to this agreement by the Buyer (or anymember of the Buyer's Group) shall be made in sterling to the Sellers' BankAccount and receipt by Alychlo NV shall constitute a full discharge of theBuyer's (or relevant member of the Buyer's Group's) obligations to make anysuch payment.

(b) Alychlo NV agrees to pay each Seller that part of each payment to which it isentitled promptly after receipt.

(c) Neither the Buyer nor any member of the Buyer's Group shall be concernedwith the application of any amount paid to the Sellers' Bank Account between

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all or any of the Sellers and shall not be liable to any Seller if Alychlo NV doesnot comply with the obligations in clause 17.26(b) above.

17.27 Counterparts: This agreement may be executed in any number of counterparts andby the parties on separate counterparts. Counterparts may be delivered in person orremotely via post, fax or email attachment. Each counterpart shall constitute anoriginal but all counterparts together shall constitute a single agreement.

17.28 Conflict with other agreements: If there is any conflict between the terms of thisagreement and any other agreement, this agreement shall prevail as between theparties unless: (i) such other agreement expressly states that it overrides thisagreement in the relevant respect; and (ii) the parties are either also parties to thatother agreement or otherwise expressly agree in writing that such other agreementshall override this agreement in that respect.

18 GOVERNING LAW AND JURISDICTION

18.1 This agreement and any non-contractual obligations arising under or connected withit shall be governed by and construed in accordance with English law.

18.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts ofEngland in relation to any claim, matter or dispute arising under or in connection withthis agreement, including those arising out of or in connection with any non-contractual obligations arising under or in connection with this agreement.

18.3 For the purposes of this clause, "Service Document" means a claim form,summons, order, judgment or other document relating to any proceeding, suit oraction arising out of or in connection with this agreement.

18.4 Each of the Sellers' Representative (on behalf of the Minority Shareholders), AlychloNV and Ecuphar Invest NV (the "Appointers") shall at all times maintain an agentfor the service of process in England. The Minority Shareholders, Alychlo NV andEcuphar Invest NV each irrevocably agree that any Service Document may beproperly served on them in England by service on Law Debenture CorporateServices Limited, Fifth Floor, 100 Wood Street, London EC2V 7EX or such otheragent as may be notified to the Buyer by Alychlo NV, Ecuphar Invest NV or, withrespect to the Minority Shareholders, the Seller Representative in writing from time totime.

18.5 If for any reason an agent for service appointed pursuant to this clause 18 ceases toact as such, Alychlo NV, Ecuphar Invest NV and/or, with respect to the MinorityShareholders, the Seller Representative shall immediately appoint a new agent forservice in England and shall immediately notify the Buyer in writing of suchappointment and the new agent's name and address.

18.6 A copy of any Service Document served on an agent under this clause shall also besent by post to the relevant party at the address specified in clause 17.14 or suchother address as may be notified to the Buyer in writing. Failure or delay in so doingshall not prejudice the proper service of any Service Document in accordance withclause 18.4.

18.7 Nothing contained in this clause 18 shall affect the right to serve a Service Documentin any other manner permitted by law.

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SCHEDULE 1

Sellers' details and entitlement

(1)

SederName and address of SOIarl

(2)

Niimbpr Ofshares to 66

sold

(3)'

Percephibe ofShaiOS held ('04)

1MC Health NV, with registered office atLembergsesteenweg 29, 9820 Merelbeke (andfollowing the liquidation of MC3 Health NV, theMajority Shareholders in equal proportions)

13,454,271 96.3930427

2Jan Dirix of 200,000 1.4328988

3Edwig Niville of

110.1111.11111.M.

78,000 0.5588305

4Ameye Martin ofEINISIO

68,325 0.4895140

5Bert Vanheule of

11.1111111/1/11111111/11139,360 0.2819945

6Wim Crommelynck of11111111$116

33,266 0.2383341

7

Helene Noteboom of

41111111111111111

10,000 0.0716449

8F ederic Bouvez of 6,900 0.0494350

9Piet Bru eman of 6,900 0.0494350

10J • La oot of 6,900 0.0494350

11Burgerlijke Maatschap Noteboom-Maes of1.11....11111111111111111111111111111110111

20,000 0.1432899

12Jozef Meeus of - 5,520 0.0395480

13Zwaenepoe (A nimo) • es o 4,140 0.0296610

14Marc Demeulemeester of 11111.11111.11.11111111h 4,140 0.0296610

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(1)

Nedie, and addre§s of teller

(2) '

Number ofsharee to he

eold

(3)

'Percentage atShares held (%)

15Guido Boone of 111/1111111111.11111111Milmseisomb 2,760 0.0197740

1 ,, u

Pascal Defoort ofdllalljill.IIIIIMIMIMumimpasb

2,760 0.0197740

17Andrea Puype of2,760VVIMINIMPR

0.0197740

18

Michael Remaut Van Opstal of SM.alliMillaMMIIIIIII0 •

2,760 0.0197740

19Paul siga of .11011111111.11111•1111.111111.- 1,500 0.0107467

nnzu

Johan Ingels of 111111111.11111111111111111.1.1,amomme 1,380 0.0098870

21Fili=

p Nachtegaele of WritiaMMainfia-WNW

1,380 0.0098870

22Luc Nachtegaele of JIIIIIIINIIIIMIIMIMNIIMMOINDSIM

1,380 0.0098870

23Eef Donne of 4111111111111110111111111.1111111impw

WPM1,380 0.0098870

24Godelieve Hanssens of .11111111111.11111.1.1.11.

4101111MINIMPIS

1,207 0.0086475

25Hendrik Keerman of

sigillii/M1111r690 0.0049435

26Jaak Cardon of IIIIMIIIIIIIIIInpIalpmv41/111•P

41 0.0002937

27TOTAL 13,957,720 100%

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SCHEDULE 2

Details of the Target and Subsidiaries

Part 1 — Details of the Target

Registered Number: 0476.255.350

Type of Company: Public Limited Liability Company (in Dutch: "naamlozevennootschap" and in French: "societe anonyme")

Date of incorporation: 29 November 2001

Country of incorporation: Belgium

Issued Share Capital: €9,057,570, being 13,957,720 shares of a fractionalvalue of 1/13,957,720 each

Registered Office: Legeweg 157 box I, 8020 Oostkamp, Belgium

Directors: Michael Schenk BVBA

Mylecke Management Art & Invest NV

Bellevue NV

Business Contact International BVBA

Secretary: None

Accounting Reference Date: 31 December

Auditors: PwC Bedrijfsrevisoren, represented by Peter OpsomerBV BVBA, represented by

Charges/Pledges: The following pledges are in place

i. pledge over receivables of the Target grantedby the Target in favour of BNP Paribas FortisNV pursuant to a receivables pledgeagreement dated 29 August 2016;

ii. pledge over receivables of the Target grantedby the Target in favour of KBC Bank NVpursuant to a receivables pledge agreementdated 29 August 2016;

iii. pledge over receivables of the Target grantedby the Target in favour of Belfius Bank NVpursuant to a receivables pledge agreementdated 25 August 2016;

iv. pledge over receivables of the Target grantedby the Target in favour of ING Belgie NVpursuant to a receivables pledge agreementdated 31 August 2016;

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v. pledge over all shares in Medini Belgium andOrthopaedics Belgium granted by the Target infavour of BNP Paribas Fortis NV pursuant to ashare pledge agreement dated 29 August2016;

vi. pledge over all shares in Medini Belgiumgranted by the Target in favour of KBC BankNV pursuant to a share pledge agreementdated 29 August 2016;

vii. pledge over all shares in Orthopaedics Belgiumgranted by the Target in favour of KBC BankNV pursuant to a share pledge agreementdated 29 August 2016;

viii. pledge over all shares in Medini Belgiumgranted by the Target in favour of Belfius BankNV pursuant to a share pledge agreementdated 25 August 2016;

ix. pledge over all shares in Orthopaedics Belgiumgranted by the Target in favour of Belfius BankNV pursuant to a share pledge agreementdated 25 August 2016;

x. pledge over all shares in Medini Belgiumgranted by the Target in favour of ING BelgieNV pursuant to a share pledge agreementdated 31 August 2016;

xi. pledge over all shares in Orthopaedics Belgiumgranted by the Target in favour of ING BelgieNV pursuant to a share pledge agreementdated 31 August 2016;

xii. pledge over business assets of the Target infavour of BNP Paribas Fortis NV pursuant topledge over business assets agreement dated29 August 2016;

xiii. pledge over business assets of the Target infavour of KBC Bank NV pursuant to pledgeover business assets agreement dated 29August 2016;

xiv. pledge over business assets of the Target infavour of Belfius Bank NV pursuant to pledgeover business assets agreement dated 31August 2016;

xv. pledge over business assets of the Target infavour of ING Belgie NV pursuant to pledgeover business assets agreement dated 31August 2016;

xvi. pledges over intellectual property of the Targetin favour of BNP Paribas Fortis NV, KBC BankNV, Belfius Bank NV and ING Belgie NV,pursuant to a pledge agreement overintellectual property of Ecuphar dated 26August 2016;

xvii. business assets pledge mandate granted bythe Target in favour of BNP Paribas Fortis NV,

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dated 29 August 2016;xviii. business assets pledge mandate granted by

the Target in favour of KBC Bank NV, dated 29August 2016;

xix. business assets pledge mandate granted bythe Target in favour of Belfius Bank NV, dated25 August 2016;

xx. business assets pledge mandate granted bythe Target in favour of ING Belgie NV, dated 31August 2016;

xxi. pledge on all bank accounts with BNP ParibasFortis NV and all receivables of the Targetunder the general credit terms and conditionsof BNP Paribas Fortis NV;

xxii. pledge on all bank accounts with KBC Bank NVand all receivables of the Target under thegeneral credit terms and conditions of KBCBank NV;

xxiii. pledge on all documents, securities, goods,values, deposits and commercial papersdeposited with Belfius Bank NV for the accountof the Target and pledge on all receivables ofthe Target under the general credit terms andconditions of Belfius Bank NV; and

xxiv. pledge on all bank accounts with ING BelgieNV and all receivables of the Target under thegeneral credit terms and conditions of INGBelgie NV.

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Part 2 — Subsidiaries of the Target

Name of Subsidiary: Medini NV

Registered Number: 0871.818.182

Type of Company: Public Limited Liability Company (in Dutch:"naamloze vennootschap" / in French: "societeanonyme")

Date of incorporation: 27 January 2005

Country of incorporation: Belgium

Issued Share Capital: €62,000, being 500 shares of a fractional valueof 1/500 each

Registered Office: Legeweg 157 box I, 8020 Oostkamp, Belgium

Directors: Tom AlmeyJeroen BastijnsChristiaan Cardon

Secretary: None

Accounting Reference Date: 31 December

Auditors: PwC Bedrijfsrevisoren, represented by PeterOpsomer BV BVBA, represented by

Charges/Pledges: Pledge over all shares in favour of BNPParibas Fortis NV, KBC Bank NV, Belfius BankNV and ING Belgie NV

Shareholders: The Target

Shares held by the Target: 500 shares of a fractional value of 1/500 each

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Name of Subsidiary: Orthopaedics.be NV

Registered Number: 0871.824.221

Type of Company: Public Limited Liability Company (in Dutch:"naamloze vennootschap" / in French: "societeanonyme")

Date of incorporation: 27 January 2005

Country of incorporation: Belgium

Issued Share Capital: €118,092.01 being 5,650 shares of a fractionalvalue of 1/5,650 each

Registered Office: Legeweg 157 box I, 8020 Oostkamp, Belgium

Directors: Jeroen BastijnsChristiaan CardonMaarten Lejaeghere

Secretary: None

Accounting Reference Date: 31 December

Auditors: PwC Bedrijfsrevisoren, represented by PeterOpsomer BV BVBA, represented by

Charges/Pledges: Pledge over all shares in favour of BNPParibas Fortis NV, KBC Bank NV, Belfius BankNV and ING Belgie NV

Shareholders: The Target

Shares held by the Target: 5,650 shares of a fractional value of 1/5,650each

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Name of Subsidiary: Ecuphar B.V.

Registered Number: 18054901

Type of Company: Private company with limited liability

Date of incorporation: 8 April 1999

Country of incorporation: The Netherlands

Issued Share Capital: €18,160, being 40 shares of €454 each

(authorised capital €90,800 — 200 shares of€454 each)

Registered Office: Breda, the Netherlands

Directors: The Target

Secretary: Not applicable in the Netherlands

Accounting Reference Date: 31 December

Auditors: No auditor currently appointed

Charges/Pledges: None

Shareholders: The Target

Shares held by the Target: 40 shares of €454 each

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Name of Subsidiary: Ecuphar Veterinary Products B.V.

Registered Number: 39075068

Type of Company: Private company with limited liability

Date of incorporation: 4 April 2001

Country of incorporation: The Netherlands

Issued Share Capital: €18,000 being 36 shares of €500 each

Registered Office: Breda, the Netherlands

Directors: The Target

Secretary: Not applicable in the Netherlands

Accounting Reference Date: 31 December

Auditors: No auditor currently appointed

Charges/Pledges: None

Shareholders: The Target

Shares held by the Target: 36 Shares of €500 each

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Name of Subsidiary: Ecuphar Italia SRL

Registered Number: 09055230966

Type of Company: Limited liability company

Date of incorporation: 13 April 2015

Country of incorporation: Italy

Issued Share Capital: €10,000 being 1 quota of the whole sharecapital

Registered Office: Viale Restelli 3/7, Milan, 20124, Italy

Directors: Christiaan Andre Cardon

Jeroen Peter Annie Bastijns

These directors are jointly and severallyappointed.

Secretary: None

Accounting Reference Date: 31 December

Auditors: No auditor currently appointed

Charges/Pledges: None

Shareholders: Target

Shares held by the Target: €10,000 being 1 quota of the whole sharecapital

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Name of Subsidiary: EURACON pharma Consulting & TradingGmbH

Registered Number: HRB 109784

Type of Company: GmbH (limited liability company)

Date of incorporation: 30 May 1995

Country of incorporation: Germany

Issued Share Capital: €25,600, being 1 share of €25,600

Registered Office: Max-Planck-str. 11, 85716 Unterschleissheim

Directors: Jeroen BastijnsEmilio Gil Ventura

Secretary: None

Accounting Reference Date: 31 December

Auditors: No auditor currently appointed

Charges/Pledges: None

Shareholders: The Target

Shares held by the Target: 1 share of €25,600

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Name of Subsidiary: Ecuphar GmbH

Registered Number: HRB 8165

Type of Company: GmbH (limited liability company)

Date of incorporation: 22 November 2010

Country of incorporation: Germany

Issued Share Capital: €25,000 being 2 shares, one valued EUR24,000 and the other valued EUR 1,000

Registered Office: Brandteichstr. 20, 17489 Greifswald

Directors: Christiaan Cardon

Jeroen Bastijns

Secretary: None

Accounting Reference Date: 31 December

Auditors: No auditor currently appointed

Charges/Pledges: None

Shareholders: The Target

Shares held by the Target: 2 shares, one valued EUR 24,000 and theother valued EUR 1,000

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Name of Subsidiary: Ecuphar Veterinaria SLU.

Registered Number: CIF: B-87189957

Type of Company: "Sociedad Limitada" or "S.L." (Limited LiabilityCompany)

Date of incorporation: 14 January 2015

Country of incorporation: Spain

Issued Share Capital: €3,000 divided into 3,000 shares with anominal value of € 1 each

Registered Office: Avenida Rio de Janeiro, 60-66, 08016,Barcelona

Directors: Jeroen Peter Annie BastijnsChristiaan Andre Cardon

These directors are jointly and severallyappointed.

Secretary: Not applicable

Accounting Reference Date: 31 December

Auditors: PricewaterhouseCoopers Auditores SL

Charges/Pledges: None

Shareholders: The Target

Shares held by the Target: 3,000 shares of 1 € nominal value

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Name of Subsidiary: Belphar Lda.

Registered Number: 513519203

Type of Company: Private limited liability company by quotas

Date of incorporation: 27 April 2015

Country of incorporation: Portugal

Issued Share Capital: 25,000 being dividend into two quotas, one of€24,999 and one of €1

Registered Office: Edificio Amoreiras Plaza, Rua Carlos Albertoda Mota Pinto, n.° 17, 3 A 1070-313 Lisboa

Directors: Christiaan Andre Cardon

Jeroen Peter Annie Bastijns

Secretary: None

Accounting Reference Date: 31 December

Auditors: No auditor currently appointed

Charges/Pledges: No pledges on the quotas or other charges areregistered in the Commercial RegistryDepartment

Shareholders: The Target and Christiaan Cardon (who holdsone share)

Shares held by the Target: Quota of €24,999

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Name of Subsidiary: Ornis SARL

Registered Number: 335 204 509

Type of Company: Private limited liability company (societa aresponsabilite limitae)

Date of incorporation: 8 April 1986 — registration with the Register ofCommerce and Companies of Beauvais(incorporation on 31 December 1985)

15 March 1990 — registration with the Registerof Commerce and Companies of Vannesfollowing a change of registered office

14 March 2011 — registration with the Registerof Commerce and Companies of Roubaix-Tourcoing following another change ofregistered office

Country of incorporation: France

Issued Share Capital: €7,622.45 divided into 500 shares of €15.2449each

Registered Office: 33 Rue de Roubaix, 59200, Tourcoing

Directors: Christiaan Cardon

Secretary: None

Accounting Reference Date: 31 December

Auditors: None

Charges/Pledges: None

Shareholders: The Target

Shares held by the Target: 500 shares of €15.2449 each

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1.1

EXECUTION VERSION

SCHEDULE 3

Obligations Pending Completion

Part 1

Pending Completion, the Majority Shareholders shall, to the extent permissible underapplicable law, procure that each member of the Target Group shall carry on itsbusiness in the ordinary course and shall consult with the Buyer in relation to anymatters which may have a material adverse effect upon any member of the TargetGroup.

1.2 The Majority Shareholders shall, to the extent permissible under applicable law,procure that no member of the Target Group shall at any time prior to Completion(except in so far as may be necessary to give effect to this agreement) without theprior written consent of the Buyer (such consent not to be unreasonably withheld ordelayed):

(a) pass any resolution of the members of the Target, whether in general meetingor otherwise or enter into any agreement to the like effect, other than to theextent required for the cancellation of the 2007 Warrants or the 2015Warrants; or

(b) authorise or incur any capital expenditure not foreseen in the Budget inexcess of €250,000 per item or €1,000,000 in aggregate or agree to do so; or

(c) incur or agree to incur any liability not foreseen in the Budget in excess of€250,000, except in the ordinary and normal course of business or in relationto fees and expenses incurred in connection with the sale of the Shares to theBuyer up to an amount of €2,000,000; or

(d) sell, transfer or otherwise dispose of any Target Intellectual Property Rightsthat are material to the business of the Target or agree to do so, except in theordinary course of business; or

(e) sell, lease, assign or otherwise transfer or dispose of any asset or any interesttherein or agree to do so, involving a consideration in excess of €50,000 peritem or €100,000 in aggregate; or

create or agree to create any Security Interest on or over all or any of itsassets, property or undertaking; or

(g) acquire or agree to acquire any material asset involving expenditure orliabilities in excess of €250,000 per item or €1,000,000 in aggregate; or

(h) amend, terminate or enter into or agree to amend, terminate or enter into anymaterial contract to which it is a party except (i) in the ordinary and normalcourse of business; (ii) where such agreements have been disclosed to theBuyer as pending agreements in folder 3.5.114 the Data Room; or (iii) to theextent required in connection with obtaining a waiver or consent to a changeof control provision in such a contract; or

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(I) permit any insurance policies relating to any of the assets of the Target tolapse or do anything which would make any such insurance policy void orvoidable or amend or agree to amend any such insurance policy or fail tonotify any insurance claim in accordance with the provisions of any suchinsurance policy or settle any outstanding claim under any such insurancepolicy; or

(j) remove any of its directors or appoint any new director (but for the avoidanceof doubt, nothing in this paragraph (j) shall prevent the Majority Shareholdersfrom complying with their obligations under clause 8.4(a)); or

(k) employ or agree to employ or offer to employ any new employee oremployees with an individual annual remuneration of more than €100,000 oraggregate annual remuneration in excess of €250,000; or

(I) dismiss or give notice of dismissal to or make redundant any employee who isin receipt of remuneration in excess of €75,000 per annum, other than formisconduct or poor performance; or

(m) vary or agree to vary the terms and conditions of service (including theremuneration, bonuses, commissions and other benefits) of any of itsdirectors or employees earning in excess of €75,000 per annum, excluding inrelation to the agreed form Incentive Scheme; or

(n) other than any consultancy agreements required or permitted to be enteredinto by the terms of this agreement, amend or terminate or agree to amend orterminate any material consultancy agreement (being an agreement wherethe consultant is expected to charge in excess of €75,000 per annum) towhich it is a party or engage any new consultant or agree to do so other thanwhere foreseen in the Budget; or

(o) amend or agree to amend the terms of the Pension Scheme or to wind it upor to cause it to cease to admit new members or to communicate to anyemployee any material plan, proposal or intention to amend, wind up, close orexercise any discretion in relation to the Pension Scheme other than in theordinary course of business; or

(p) make, declare or pay any dividend or other distribution; or

(q) create, allot or issue or purchase or redeem any of its share or loan capital oracquire any shares in any other company or agree to do so; or

(r) other than any service or consultancy agreements required or permitted to beentered into by the terms of this agreement, amend, terminate or enter into oragree to amend, terminate or enter into any agreement or arrangementbetween any member of the Target Group on the one hand and any of thedirectors of the Target Group or any of their Associates on the other hand.

Part 2

Pending Completion, the Buyer shall, to the extent permissible under applicable law,procure that each member of the Buyer's Group shall carry on its business in theordinary course and shall consult with the Majority Shareholders and the Seller

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Representative in relation to any matters which may have a material adverse effectupon any member of the Buyer's Group.

1.2 The Buyer shall, to the extent permissible under applicable law, procure that nomember of the Buyer's Group shall at any time prior to Completion (except in so faras may be necessary to give effect to this agreement) without the prior writtenconsent of the Majority Shareholders and the Seller Representative (such consentnot to be unreasonably withheld or delayed):

(a) pass any resolution of the members of any member of the Buyer's Group,whether in general meeting or otherwise or enter into any agreement to thelike effect; or

(b) authorise or incur any capital expenditure in excess of £250,000 per item or£1,000,000 in aggregate or agree to do so; or

(c) incur or agree to incur any liability in excess of £100,000, except in theordinary and normal course of business or in relation to fees and expensesincurred in connection with the sale of the Shares to the Buyer up to anamount of £3,700,000; or

(d) sell, transfer or otherwise dispose of any Intellectual Property Rights that arematerial to the business of the Buyer or any member of the Buyer's Group oragree to do so, except in the ordinary course of business; or

(e) sell, lease, assign or otherwise transfer or dispose of any asset or any interesttherein or agree to do so, involving a consideration in excess of £50,000 peritem or £100,000 in aggregate; or

(g)

create or agree to create any Security Interest on or over all or any of itsassets, property or undertaking; or

acquire or agree to acquire any material asset involving expenditure orliabilities in excess of £250,000 per item or £500,000 in aggregate; or

(h) amend, terminate or enter into or agree to amend, terminate or enter into anymaterial contract to which it is a party except in the ordinary and normalcourse of business or to the extent required in connection with obtaining awaiver or consent to a change of control provision in such a contract; or

(I) permit any insurance policies relating to any of the assets of the Buyer or anymember of the Buyer's Group to lapse or do anything which would make anysuch insurance policy void or voidable or amend or agree to amend any suchinsurance policy or fail to notify any insurance claim in accordance with theprovisions of any such insurance policy or settle any outstanding claim underany such insurance policy; or

remove any of its directors or appoint any new director (but for the avoidanceof doubt, nothing in this paragraph (j) shall prevent the Buyer from complyingwith its obligations under clause 8.6(a)); or

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(k) employ or agree to employ or offer to employ any new employee oremployees with an individual annual remuneration of more than £100,000 oraggregate annual remuneration in excess of £250,000; or

(I) dismiss or give notice of dismissal to or make redundant any employee who isin receipt of remuneration in excess of £75,000 per annum, other than formisconduct or poor performance; or

(m) vary or agree to vary the terms and conditions of service (including theremuneration, bonuses, commissions and other benefits) of any of itsdirectors or employees earning in excess of £75,000 per annum, excluding inrelation to the agreed form Incentive Scheme; or

(n) amend or terminate or agree to amend or terminate any material consultancyagreement (being an agreement where the consultant is expected to chargein excess of £75,000 per annum) to which it is a party or engage any newconsultant or agree to do so; or

(o) amend or agree to amend the terms of the Buyer Pension Scheme or to windit up or to cause it to cease to admit new members or to communicate to anyemployee any material plan, proposal or intention to amend, wind up, close orexercise any discretion in relation to the Buyer Pension Scheme other than inthe ordinary course of business; or

(p)

(q)

subject to paragraph 1.3 below, make, declare or pay any dividend or otherdistribution; or

create, allot or issue or purchase or redeem any of its share or loan capital oracquire any shares in any other company or agree to do so; or

(r) other than any service agreements required or permitted to be entered into bythe terms of this agreement, amend, terminate or enter into or agree toamend, terminate or enter into any agreement or arrangement between anymember of the Buyer's Group on the one hand and any of the directors of anymember of the Buyer's Group and/or all or any of their Associates on theother hand.

1.3 Nothing in this agreement shall prevent Animalcare Limited paying an interimdividend of up to £3,000,000 to the Buyer.

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SCHEDULE 4

Warranties

For the avoidance of doubt, the Warranties are given subject to any matter fairly disclosed(as such term is defined in clause 11.1(a)) in the Disclosure Materials.

1 THE SHARES

(a) The issued share capital of the Target amounts to EUR 9,057,570represented by 13,957,720 shares. The Shares represent 100% of the issuedshare capital of the Target.

(b) No member of the Target Group has committed to issue (other than to theTarget) any shares or any certificates (certificats / certificaten) (within themeaning of article 503 of the Company Code), profit sharing securities (partsbOn6ficiaires / winstbewijzen), bonds convertible into shares, warrants,options or other financial instruments entitling their holder to acquire orsubscribe for shares in a Target Group Company.

(c) Except for two, all of the 2007 Warrants have been exercised in full or havelapsed. The remaining two 2007 Warrants are held by the Target. The Targethas no further obligations, commitment or liabilities with regard to the 2007Warrants.

(d) The 2015 Warrants have been issued by the Target, but none of the 2015Warrants have been transferred by the Target to anyone or have beenexercised.

(e) The Target has no obligations, commitments or liabilities with regard to the2015 Warrants.

2 SUBSIDIARIES AND OTHER INTERESTS

(a) The Target is the sole owner of the whole of the issued share capital of eachof the Subsidiaries, other than in respect of Ecuphar Portugal where 0.01% ofthe issued share capital is held personally by Christiaan Cardon.

(b) Other than the Existing Security Interests, there is no Security Interest on,over or affecting any of the share capital of any of the Subsidiaries and thereis no agreement or arrangement to give or create any such Security Interest.

(c) Apart from the Subsidiaries and Swedencare AB Publ, the Target does notown or have any interest of any nature in any shares, debentures or othersecurities of any body corporate, whether incorporated in the United Kingdomor elsewhere or in any partnership.

3 CORPORATE MATTERS

3.1 Constitution

(a) The Target is a naamloze vennootschap/societe anonyme duly incorporatedand existing for unlimited duration under the laws of Belgium.

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EXECUTION VERSION

(b) The Target Group Companies are legal entities with limited liability dulyincorporated and validly existing under applicable Law and have thecorporate power and authority to own, lease and operate their assets andproperties and to carry on their business as now being conducted.

3.2 Registration

Where applicable, each Target Group Company has been duly registered with thecentral enterprise register (or equivalent authorities under applicable Law) where itoperates.

3.3 Registers and filings

(a) All registers and other books required by Law to be kept by each TargetGroup Company have been maintained in all material respects in compliancewith applicable Law and are located at the registered office of the relevantTarget Group Company. No written notice has been received by a TargetGroup Company that any of its registers is incorrect or should be rectified.

(b) All corporate resolutions and other documents required by the SpanishCompanies Acts or any other legislation to be filed with the competent TradeRegistry in Spain, or any other authority in any relevant jurisdiction, in respectof Ecuphar Spain have been duly filed within the relevant time limits and weretrue, accurate and correct when filed.

3.4 Accuracy of Information

(a) The information contained in Schedule 2 is true and accurate.

(b) The information contained in columns 1 and 2 of the table in Schedule 1 istrue and correct.

3.5 Commissions

No one is entitled to receive from the Target any bonus, finder's fee, brokerage orother commission or payment in connection with the sale and purchase of the Sharesunder this agreement.

4 ACCOUNTS

4.1 Locked Box Accounts

The Locked Box Accounts:

(a) give a true and fair view of the assets and liabilities of the Target Group as atthe Locked Box Date and of the profits or losses for the financial period endedon that date; and

(b) have been prepared in accordance with IFRS.

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4.2 Individual Accounts

(a) A true copy of the Individual Accounts are contained in the DisclosureMaterials.

(b) The Individual Audited Accounts:

(I) give a true and fair view of the assets and liabilities of the Target or(as the case may be) the Subsidiary to which they relate as at the LastAccounts Date, and of its profit or loss for the accounting period endedon that date; and

(ii) have been prepared in accordance with local GAAP.

(c) The Individual Unaudited Accounts have been prepared with due care andattention and do not materially misstate the state of affairs of the Subsidiary towhich they relate as at the Last Accounts Date and its profit for the periodended on that date.

4.3 Audit

The Individual Audited Accounts and Locked Box Accounts have been audited by anauditor or firm registered to act as auditors in the relevant territory and the auditors'reports thereon are unqualified.

4.4 Accounting records

(a) All the accounts and financial records of the Target required to be maintainedby law are up-to-date in all material respects and have been maintained in allmaterial respects in accordance with all applicable laws.

(b) All the accounting records and systems (including computerised accountingsystems) of the Target are recorded, stored, maintained or operated orotherwise held by the Target or another member of the Target Group and arenot wholly or partly dependent on any facilities or systems which are notunder the exclusive ownership or control of the Target or another member ofthe Target Group.

4.5 Since the Locked Box Date

Since the Locked Box Date:

(a) no share or loan capital has been issued or allotted, or agreed to be issued orallotted, by the Target;

(b) the Target has not redeemed or purchased or agreed to redeem or purchaseany of its share capital;

(c) none of the inventory reflected in the Locked Box Accounts or IndividualAccounts has realised an amount which is materially less than the valueplaced on it in the Locked Box Accounts or Individual Accounts;

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(d) neither the Target nor any of the Subsidiaries has offered material pricereductions, discounts or allowances on sales of inventory, or sold inventory ata value which is materially less than its value in the Locked Box Accounts orIndividual Accounts;

(e) each member of the Target Group has carried on its respective businesses inthe ordinary and usual course;

(f) there has been no material depletion in the net assets of the Target Group;

(g) no member of the Target Group has entered into any contract or commitmentof a long term or unusual nature or which involves an obligation of a materialnature or magnitude otherwise than in the ordinary and usual course which ismaterial;

(h) no member of the Target Group has, other than in the normal course ofbusiness, acquired or disposed of or agreed to acquire or to dispose of anybusiness, company or asset which is material;

(I)

0)

no dividends or other distributions have been declared, made or paid by anymember of the Target Group; and

the Target has not assumed or incurred any material new liability (includingany contingent liability) which is not provided for in the Target's IndividualAccounts, otherwise than in the ordinary and normal course of business.

5 FINANCE

5.1 Capital Commitments

(a) As at the Locked Box Date, the Target had no outstanding capitalcommitments except as disclosed in its Individual Accounts.

(b) Since the Locked Box Date, the Target has not made or agreed to make anycapital expenditure or incurred or agreed to incur any capital commitmentsnot foreseen in the Budget and in any case in excess of €250,000 per item or€3,000,000 in aggregate, nor has it disposed of or realised any capital assetsin excess of €50,000 per item or €100,000 in aggregate or any interesttherein.

5.2 Dividends and distributions

All dividends or distributions declared, made or paid by the Target have beendeclared, made or paid in accordance with its articles of association and applicableLaw.

5.3 Receivables and payables

(a) A list of all receivables owing to the Target in amounts in excess of €50,000per item which are overdue by more than 3 months as at 31 May 2017 iscontained in the Disclosure Materials.

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(b) A list of all payables of the Target owed amounts in excess of €50,000 peritem which have been due for more than 4 weeks as at 31 May 2017 iscontained in the Disclosure Materials.

5.4 Bank and other borrowings

(a) The Disclosure Materials contain particulars of all money borrowed (whetherfrom a bank or otherwise) by the Target (to the extent that such borrowing isoutstanding and excluding trade credit incurred in the ordinary course ofbusiness).

(b) The Target has not factored or discounted any of its debts in the last 12months.

(c) Other than the Existing Security Interests, no Security Interest has been givenor entered into by the Target or any third party in respect of borrowings orother obligations of the Target, nor has any such person agreed to do so.

(d) Other than the Existing Security Interests, the Target has not given or enteredinto, or agreed to give or enter into, any Security Interest in respect of theindebtedness of, or the default in the performance of any obligation by, anyother person.

(e) There are no loans or guarantees as between (i) the Target Group and (ii)either MC3 Health NV or the Majority Shareholders.

(f) No circumstances have arisen or, to the best of the knowledge, informationand belief of the Majority Shareholders, are reasonably foreseeable by reasonof any default by the Target or any other member of the Target Group suchthat any person is, or will, or would with the giving of notice and/or lapse oftime and/or the satisfaction of any other condition become, entitled to requirepayment before its stated maturity of, or security for, any indebtedness inrespect of borrowed money of the Target or any other member of the TargetGroup which has not been satisfied in full and, to the best of the knowledge,information and belief of the Majority Shareholders no person to whom anyindebtedness for borrowed money of the Target or any other member of theTarget Group which is payable on demand is owed presently proposes todemand payment of, or security for, the same, and no overdraft facility of theTarget or any other member of the Target Group has been or is reasonablyforeseen to be about to be, withdrawn.

(g) No event has occurred or is subsisting or, to the best of the knowledge,information and belief of the Majority Shareholders is reasonably foreseeablewhich constitutes or results in or would with the giving of notice and/or lapseof time and/or the satisfaction of any other condition constitute or result in adefault or the acceleration of any obligation under any agreement, instrumentor arrangement to which any member of the Target Group is a party or bywhich they or any of their properties, revenues or assets are bound and whichwould in any such case have a material adverse effect on the businesses,assets or prospects of the Target Group taken as a whole.

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5.5 Loan Capital

There are no outstanding loan notes (or any other form of loan capital) of the Targetin issue and the Target has not agreed to create or issue any such loan capital.

6 TRADING

In this warranty 6 the definition "Material Contract" means any contract,arrangement or obligation to which the Target is a party and which involvesexpenditure by the Target in excess of €250,000 per annum or, as the case may be,provides income to the Target in excess of €500,000 per annum or which is outsidethe ordinary course of its business.

6.1 Effect of Sale of the Shares

Compliance with the terms of this agreement and all the other TransactionDocuments does not and will not:

(a) conflict with, or result in the breach of, or constitute a default under, any of theterms, conditions or provisions of any Material Contract to which the Target isa party or any provision of its articles of association or any Security Interest towhich any asset of the Target is subject; or

(b) relieve any other party to a Material Contract from any obligation to the Targetor entitle such party to terminate any such Material Contract or any right orbenefit enjoyed by the Target or to exercise any right under such MaterialContract; or

(c) so far as the Majority Shareholders are aware, result in any person that isparty to a Material Contract ceasing to trade with the Target Group or givingnotice to terminate a Material Contract;

(d) result in the creation, imposition, crystallisation or the enforcement of anySecurity Interest on or over any of the assets, property or undertaking of theTarget or result in any existing indebtedness of the Target becoming due andpayable prior to its stated maturity or cause any financial facility currentlyavailable to the Target to be terminated or withdrawn; or

(e) result in the loss or impairment of, or any default under, any material licence,authorisation or consent required by the Target to operate its business inaccordance with applicable Law.

6.2 Material Contracts

(a) The Target is not a party to any Material Contract which is not of an arm'slength nature or was not entered into in the ordinary course of business.

(b) A complete copy of each Material Contract which is in writing is contained inthe Disclosure Materials.

(c) The summaries of Material Contracts contained at documents 3.5.119.1 and3.5.119.2 of the Data Room correctly identify those Material Contracts thatare not in writing and the relevant counterparty to those Material Contracts.

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(d) The summaries of the top 20 customers of the Target Group contained atdocument 3.5.112.6 and the summary of the top 20 suppliers of the TargetGroup contained at document 3.5.112.7 of the Data Room contain theaggregate amount charged to, or received by (as the case may be), eachsuch counterparty in the period 1 June 2016 to 31 May 2017, which amountsare accurate in all material respects.

6.3 Defaults

(a) The Target has not received a written notice stating that it is in default under aMaterial Contract which could lead to termination of the Material Contract.

(b) So far as the Majority Shareholders are aware, no other party to any MaterialContract has received a written notice from a member of the Target Groupstating that it is in default under such Material Contract which could lead totermination of the Material Contract.

6.4 Joint Ventures and Partnerships

(a) The Target is not, nor has it agreed to become, a member of any jointventure, consortium, partnership or other unincorporated association.

(b) The Target is not, nor has it agreed to become, a party to any agreement orarrangement for sharing profits, commissions or other income.

6.5 Outstanding Offers

No offer, tender, bid or proposal is outstanding which, if accepted, would result in theTarget becoming a party to a Material Contract.

6.6 Powers of attorney and authority

(a) No power of attorney given by the Target is in force.

(b) There are not outstanding any express authorities by which any person (otherthan a director of the Target) may enter into any contract on behalf of theTarget.

6.7 Principal suppliers

(a) A list of the suppliers of the Target Group by value of purchases made by theTarget Group exceeding €50,000 during the 12 months preceding 1 June2017 (the "Key Suppliers") are contained in the Disclosure Materials.

(b) No supplier accounted for more than 20% of the aggregate value of allpurchases made by the Target Group during the 12 months preceding 1 June2017. For the avoidance of doubt, a supplier for the purposes of paragraphs(a) and (b) shall not include a supplier or licensor of Intellectual PropertyRights (including know-how) or other product rights.

(c) During the 12 months preceding the date of this agreement, none of the KeySuppliers has ceased to deal with the Target Group or has indicated in writing

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an intention to cease to deal with, or change the terms pursuant to which itsupplies, the Target Group, either in whole or in part.

6.8 Principal customers

(a) No customer accounted for more than 20% of the aggregate value of all salesmade by the Target Group during the 12 months preceding 1 June 2017.

(b) During the 12 months preceding the date of this agreement, no top 20customer of the Target Group by value of all sales made by the Target Groupduring the 12 months preceding 1 June 2017 has ceased to deal with theTarget Group or has indicated in writing an intention to cease to deal with theTarget Group, either in whole or in part.

6.9 Distribution agreement

The Distribution Agreement between Laboratorios Esteve and Veyx-Pharma GmbHhas been transferred or assigned or novated to Ecuphar Spain.

6.10 Insolvency

(a) No Target Group Company or Majority Shareholder has made any filing forinsolvency and no action or request has been taken or made to declare itinsolvent, and there has been no judgement or any judicial order to the effectthat any Target Group Company or Majority Shareholder is insolvent.

(b) No Target Group Company or Majority Shareholder has been put intoliquidation or composition with creditors and no action has been taken orrequest made by or against any Target Group Company or MajorityShareholder in this respect. No Target Group Company or MajorityShareholder has filed for, or obtained, any grace period.

(c) No Target Group Company or Majority Shareholder is unable to pay its debtsas they fall due.

(d) So far as the Majority Shareholders are aware, no order has been made orpetition presented or meeting convened for the purpose of considering aresolution for the administration or winding up of the Target or a MajorityShareholder nor has any such resolution been passed. No notice of intentionto appoint an administrator, nominee, supervisor or liquidator has been filedat court or served on the Target or a Majority Shareholder or any of itscreditors and no application has been presented for an administration order tobe made in relation to the Target or Majority Shareholder and no receiver(including any administrative receiver) has been appointed in respect of thewhole or any part of any of the property, assets or undertaking of the Targetor Majority Shareholder.

(e) So far as the Majority Shareholders are aware, no step has been taken in anyapplicable jurisdiction to initiate any process by or under which:

(i) a person is appointed to manage the affairs, business and assets ofthe Target or a Majority Shareholder on behalf of its creditors; or

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(f)

(g)

EXECUTION VERSION

(ii) the holder of a charge over any of the assets of the Target or aMajority Shareholder is appointed to control the business and/or anyassets of the Target or a Majority Shareholder.

No composition in satisfaction of the debts of the Target or a MajorityShareholder or scheme of arrangement of its affairs or compromise orarrangement between it and its creditors and/or members or any class of itscreditors and/or members has been proposed, sanctioned or approved.

So far as the Majority Shareholders are aware, no steps have been taken norhas any event occurred in any applicable jurisdiction analogous to thosereferred to in paragraphs 6.10(a) to (f) above.

7 COMPETITION AND TRADE

(a) So far as the Majority Shareholders are aware, the Target is not the subject ofany investigation by the Competition and Markets Authority (or the Office ofFair Trading or the Competition Commission, prior to being replaced by theCompetition and Markets Authority), the European Commission or any otheranti-trust regulatory body.

(b) No undertaking has been given by the Target to any governmental authority(including, without limitation, the authorities of the European Community)under any anti-dumping or other trade regulation.

8 ASSETS

8.1 Ownership of assets

The Target owns or is entitled to use all the material assets necessary to carry on itsbusiness in all material respects as currently carried on.

8.2 Insurance

(a) The Disclosure Materials contain copies of the insurance policies effected byor for the benefit of the Target and which are material to the business of theTarget.

(b) The Disclosure Materials contain details of all claims made by the Targetunder any policy of insurance effected by it or for its benefit during the threeyears prior to the date of this agreement.

(c) The businesses, undertaking and other assets of each member of the TargetGroup are insured to reasonably prudent levels having regard to thebusinesses carried on by the Target or any other member of the Target Groupand against all risks against which the Target or any other member of theTarget Group might reasonably be expected to insure in the particularcircumstances of the businesses carried on by them and such insurancesinclude all the insurances which the Target or any other member of the TargetGroup are required under the terms of any leases or any contracts toundertake and such insurances are in full force and effect and the MajorityShareholders are not aware of any circumstances which could render any ofsuch insurances void or voidable and there is no material insurance claim

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made by or against any member of the Target Group, threatened, in writing oroutstanding or, so far as the Majority Sellers are aware, pending and all duepremiums in respect thereof have been paid.

9 INTELLECTUAL PROPERTY RIGHTS

(a) The registered owner of each Registered Intellectual Property Right set out inPart 1 of Schedule 7 is correctly stated. The Registered Intellectual PropertyRights are the only registered Intellectual Property Rights owned by anymember of the Target Group which are material to the business of the TargetGroup.

(b) The Registered Intellectual Property Rights are not subject to any SecurityInterests other than the Existing Security Interests.

(c) The Domain Names comprise a complete list of the Internet domain namesthat are material to the business of the Target Group. The Domain Names arenot subject to any Security Interests other than the Existing Security Interests.

(d) The details of the licences of Intellectual Property Rights granted to, and by,the Target and which are material to the business of any Target GroupCompany are disclosed in the Disclosure Materials.

(e) The Target Group has all necessary intellectual property rights, licences andpermits required from any third party to enable it to carry on its business in allmaterial respects as presently carried on. So far as the Majority Shareholdersare aware, no member of the Target Group presently carries on any act whichinfringes any third party's rights which were it to be required to stop, would bematerial.

(f) The Target Group has taken all steps reasonably necessary to protect allIntellectual Property Rights currently used by the Target Group which are, orcould through registration or the taking of any other steps, become itsproperty; and all agreements whereby the Target Group is authorised to useany such Intellectual Property Rights are in full force and effect nor, so far asthe Majority Shareholders are aware, has there been any infringement by anymember of the Target Group of Intellectual Property Rights held by thirdparties which would have a material adverse effect on the business, assets orprospects of the Target Group.

10 INFORMATION TECHNOLOGY

In this warranty 10, the following definitions apply:

"IT Agreements" means any third party contract under which an IT System islicensed, leased, supplied, maintained or supported.

"IT System" means all the computer, telecommunications and networking hardwareand software (including user manuals and source and object code), databases andother information technology owned, used, leased or licensed by any member of theTarget Group.

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(a) The Target has not, in the 12 months prior to the date of this agreement,received a written notice from a third party alleging that the Target is in defaultunder any IT Agreement.

(b) So far as the Majority Shareholders are aware, in the 24 months prior to thedate of this agreement:

(I) there have been no bugs or viruses in or failures or breakdowns of theIT System or any part of them which have caused material disruptionor interruption in or to the business of the Target; and

(ii) the data processed by the IT Systems has not been corrupted orcompromised to a material extent.

11 DATA PROTECTION

In this warranty 11, "Data Protection Legislation" ("DPL") means all applicablelaws relating to data protection and privacy that implement Directive 95/46/EC in theEU member states in which the Target is a data controller as defined in thatDirective.

The Target has not, in the 12 months prior to the date of this agreement, received awritten notice alleging that the Target has not complied with the Data ProtectionLegislation.

12 LITIGATION AND DISPUTES

12.1 Litigation

(a) Except as claimant in relation to the collection of unpaid debts arising in theordinary course of business (none of which exceeds €20,000 and which donot exceed €30,000 in aggregate), the Target is not involved in any legal oradministrative or mediation or arbitration proceedings (whether as claimant ordefendant or otherwise) and, so far as the Majority Shareholders are aware,no such proceedings are pending or threatened.

(b) So far as the Majority Shareholders are aware, no person for whom anymember of the Target Group is or may reasonably expected to be vicariouslyliable, has any claim outstanding against them or is engaged in or has beenengaged in any legal or arbitration or similar proceedings which, individuallyor collectively, are of material importance in relation to the Target Group and,so far as the Majority Shareholders are aware, no such legal or arbitration orsimilar proceedings are threatened or pending nor, to the best of theknowledge, information and belief of the Majority Shareholders arecircumstances reasonably foreseen which are likely to be about to give rise toany such legal or arbitration or similar proceedings; for this purpose "similarproceedings" includes any civil or criminal proceedings and any action by anygovernmental, public or regulatory authority (including any investmentexchange and any authority or body which regulates investment business ortakeovers or which is concerned with mergers or taxation matters) which didor could result in public censure.

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12.2 Investigations and disputes

(a) So far as the Majority Shareholders are aware, no governmental or officialinvestigation, inquiry or enforcement proceedings concerning the Target, itsbusiness or any of its directors or employees is in progress or pending.

(b) There is no unfulfilled or unsatisfied judgment or court order outstandingagainst the Target.

13 COMPLIANCE WITH LAWS

13.1 So far as the Majority Shareholders are aware, each member of the Target Grouphas obtained all licences, permissions, authorisations and consents required for thecarrying on of its business and which are, alone or together with one or more othersuch licences, permissions, authorisations and consents, material and such licences,permissions, authorisations and consents are in full force and effect and there are nocircumstances of which the Majority Shareholders are aware which indicate that anyof such licences, permissions, authorisations or consents may be revoked or notrenewed or withdrawn or (except to an immaterial or beneficial extent) amended, inwhole or in part, in the ordinary course of events.

13.2 So far as the Majority Shareholders are aware, each member of the Target Grouphas complied and is complying in all material respects with all legal and regulatoryrequirements applicable to its current business activities and material in the contextof the business of the Target Group as a whole.

13.3 No member of the Target Group, nor so far as the Majority Shareholders are awareany director, officer, agent, employee or other person associated with or acting onbehalf of any member of any Target Group, has directly or indirectly through a thirdparty offered, promised, given, requested, agreed to receive or accepted a bribe,rebate, payoff, influence payment, kickback or other unlawful payment prohibitedunder the anti-corruption legislation applicable in England and Wales from time totime, including but not limited to the Bribery Act 2010, or any equivalent applicablelegislation in any other jurisdiction. The Target has put in place arrangements thatwould enable each member of the Target Group to comply at all times with allapplicable bribery law and regulations.

13.4 No member of the Target Group, nor so far as the Majority Shareholders are awareany director, officer, agent, employee or other person associated with or acting onbehalf of any member of the Target Group, has used any corporate funds for anyunlawful contribution, gift, entertainment or other unlawful expense relating to politicalactivity, made any direct or indirect unlawful payment to any foreign or domesticgovernment official or employee from corporate funds, violated or is in violation ofany provision of the US Foreign Corrupt Practices Act ("FCPA"), or made any bribe,rebate, payoff, influence payment, kickback or other unlawful payment prohibitedunder any applicable law or regulation equivalent to the FCPA.

13.5 No member of the Target Group, nor so far as the Majority Shareholders are awareany director, officer, agent, employee or affiliate of a member of the Target Group, isan individual or entity that is, or is owned or controlled by a person that is:

(a) the subject of any Sanctions (as defined in the Office of Foreign AssetsControl ("OFAC") Regulations), or

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(b) located, organised or resident in a country or territory that is the subject ofSanctions (including, without limitation, Cuba, Iran, North Korea, Sudan andSyria).

13.6 The execution and delivery of this agreement will not conflict with, or result in abreach or violation of, the OFAC Regulations by any of the parties to this agreementas a result of any action by the Majority Shareholders; and to the best of the MajorityShareholders knowledge, the Target has not been designated a sanctioned personunder the OFAC Regulations.

13.7 All operations of all members of the Target Group are and so far as the MajorityShareholders are aware, have been conducted at all times in material compliancewith the money laundering statutes of all applicable jurisdictions, the rules andregulations thereunder and any related or similar rules, regulations or guidelines,issued, administered or enforced by any governmental agency (collectively, the"Money Laundering Laws") applicable to such operations and no action, suit orproceeding by or before any court or governmental agency, authority or body or anyarbitrator involving the Buyer or any of its subsidiaries with respect to the MoneyLaundering Laws is pending or, to the best knowledge of the Majority Shareholdersthreatened. The Target has put in place arrangements that would enable the Target'sGroup to comply at all times with all applicable money laundering law andregulations.

13.8 The Admission Document:

(a) contains all such information as investors and their professional adviserswould reasonably require, and reasonably expect to find there in respect ofthe Target Group; and

(b) insofar as applicable in relation to information in respect of the Target Group,complies with the requirements of the AIM Rules and all other applicablelaws, rules and regulations.

13.9 So far as the Majority Shareholders are aware, the Target Group has verified thateach third party which provides any Target Group Company with manufacturingservices for registered pharmaceutical products for which a Target Group Companyis a Marketing Authorization holder ("Manufacturer") has obtained all necessarylicenses and certificates under the applicable pharmaceutical regulations (GoodManufacturing Practices).

13.10 So far as the Majority Shareholders are aware, there are no current, threatened orpending investigations in relation to the Target Group in respect of the manufactureof products by any such Manufacturer.

13.11 The Target Group holds all wholesale dealers licences which it is required to hold inits name in order to carry out its activities in accordance with Law.

13.12 Each member of the Target Group holds a proper registration (MarketingAuthorisation) for any product for which it is required to hold such MarketingAuthorisation pursuant to EU Directive 2001/82 and complies with the specificationsof each such Marketing Authorisation in all material aspects.

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14 EMPLOYMENT

(a) The Disclosure Materials set out an anonymised list of all the directors of theTarget and all employees of the Target who earn in excess of €50,000 perannum together with full particulars of employment including the date ofcommencement of employment, period of continuous employment, jobdescription or grade, salary and all material benefits provided (includingholiday entitlement), notice period, full-time or part-time contract and place ofwork of all such directors and employees of the Target. All such information istrue, complete and accurate in all material respects.

(b) No notice to terminate the contract of employment of any director oremployee who is in receipt of remuneration in excess of €100,000 per annumhas been given (whether by the Target or the relevant director or employee)which is outstanding as at the date of this agreement (other than ascontemplated by this agreement).

(c) The Target does not have in existence or participate in any employeeincentive schemes (including any share option, profit-sharing, commission orother bonus schemes), nor has the Target granted any securities, optionsover or other interests in securities in the Target to any individual inconnection with their employment by the Target

(d) Since the Locked Box Date or (where the relevant employment or holding ofoffice commenced after such date) since the date on which the employmentor holding of office commenced, no change has been made in the rate ofremuneration, emoluments or pension benefits of any director or employee ofthe Target, where such change would increase the total staff costs of theTarget in aggregate by more than 5% per annum, excluding any salary orbenefit increases that are consistent with past practice or mandatory underapplicable Law.

(e) The salaries and other benefits of all employees of the Target have been fullyand properly paid or accrued for up to Completion and there are no sumsowing to any employees other than reimbursement of expenses, wages,benefits and other remuneration payable in the current pay period and holidaypay payable in the current year.

(f)

(g)

So far as the Majority Shareholders are aware, each Target Group Companyhas complied in all material respects with all obligations owed to and inrespect of its employees and directors, including requirements imposed on itby Law (including social and employment legislation), health and safetyobligations, any collective agreements or any employment contracts.

There are no legal or other proceedings current or pending between theTarget on the one hand and any (current or former) director, employee,consultant or representative of such individuals, and so far as the MajorityShareholders are aware, no such proceedings are threatened and there areno facts, matters or circumstances which could give rise to any suchproceedings.

(h) No director or employee will be entitled by reason of the transactionscontemplated by this agreement to any one-off payment, bonus or

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commission or to terminate his employment other than on normal contractualterms.

The Target has not given any notice of termination or dismissal in each caseby reason of redundancy to any of its employees which is outstanding as atthe date of this agreement.

Save as fairly disclosed (as such term is defined in clause 11.1(a)) in theDisclosure Materials, no Target Group Company has appointed or electedany body representing employees for the purpose of collective bargaining orother negotiating purposes.

15 PENSIONS

(a) The Disclosure Materials set out a true, complete and accurate overview in allmaterial respects of the terms of any agreement or arrangement for thepayment of, or payment of a contribution towards, any pensions, allowances,lump sums or other similar benefits on retirement, death or during periods ofsickness or disablement (each, a "Benefit Plan"), for the benefit of anydirector, former director, statutory manager, former statutory manager,manager, former manager, employee or former employee of the Target Groupor for the benefit of the dependants of any such person.

(b) All amounts due and payable by any member of the Target Group under anyBenefit Plan have been paid.

(c) All Benefit Plans are, and are operated, in compliance with applicable Law inall material respects, including but not limited to non-discrimination principles.

16 PROPERTIES

16.1 General

(a) The Properties comprise all the land and buildings owned, controlled,occupied or used by any Target Group Company and no person other than aTarget Group Company possesses, leases, occupies or uses the Properties,or has a right to possess, occupy or use them.

(b) A Target Group Company is the sole beneficial owner of, and otherwiseabsolutely entitled to, each of the Properties.

(c) The Properties have, and so long as owned, leased, occupied or used by aTarget Group Company will continue to have, all rights and easementsnecessary for their existing use.

(d) So far as the Majority Shareholders are aware, nothing materially andadversely affects the Target Group Company's ability to continue to carry onits existing business from the Properties in the same manner as at present.

(e) So far as the Majority Shareholders are aware, there are no outstandingorders or notices affecting the Properties, no proposals (including compulsoryacquisitions or requisitions or otherwise) of any communal, regional or otherauthority affecting the Properties nor are there any circumstances known to

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the Majority Shareholders which may result in any such order or notice beingserved or made.

No Target Group Company has any actual or contingent obligation orliabilities in relation to any property other than the Properties.

So far as the Majority Shareholders are aware, there are no current oranticipated material dilapidations or expenditure liabilities in respect of theProperties.

16.2 Leased property

(a) In the case of a Property which is held by a Target Group Company under alease, concession, licence, office sharing or similar arrangement:

(I) no person other than the relevant Target Group Company has a rightto terminate the lease, licence or other arrangement before it is due toexpire (other than as a result of breach of its terms by the relevantTarget Group Company);

(ii) no rent or fee payable by the relevant Target Group Company inrespect of the Property may be increased (otherwise than pursuant tocontractually agreed rent reviews) before the end of the relevantlease;

(iii) all such leases, licences or similar arrangements have, wherenecessary, been properly registered; and

(iv) no Target Group Company has received notice of any breach of theirrespective obligations under any such lease, licence or similararrangement or under applicable Law, nor is any Target GroupCompany aware of any breach of obligations by a counterparty tosuch lease, licence or similar arrangement.

17 PERMITS

So far as the Majority Shareholders are aware, each Target Group Company hasobtained and is in compliance with the terms and conditions of all Permits which arenecessary to carry on its business in accordance with applicable Law. The DisclosureMaterials provide a true and complete list of all material Permits.

18 ENVIRONMENTAL, SAFETY AND HEALTH MATTERS

The following definitions apply to this warranty:

"Environment" means the natural and man-made environment including:

(a) land, including without limitation, surface land, sub-surface strata, sea bedand river bed under water (as defined in paragraph (b)) and natural and man-made structures;

(b) water, including, without limitation, coastal and inland waters, surface waters,aquatic sediment, ground waters, and water in drains and sewers;

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(c) air, including, without limitation, air inside buildings and other natural andman-made structures above or below ground; and

(d) any living systems or organisms supported by the media set out in (a), (b) or(c) above.

"ESH Law" means all international, EU, national, state, federal, regional or locallaws, common law, statutes, ordinances, directives, regulations, decisions, notices,directions, standards, codes of practice, judgments, decrees or orders, therequirements and conditions of all ESH Permits, agreements, circulars and judicialand administrative interpretations of each of the foregoing concerning (withoutlimitation) the protection of or harm to human health or the Environment or theconditions of the work place and worker and process safety, or the generation,transportation, storage, treatment or disposal of any Hazardous Substance, in eachcase as enacted, amended, replaced or supplemented from time to time.

"ESH Permits" means any permits, consents, licences, certificates, notices, filings,lodgements, agreements, directions, declarations, registrations, notifications,exemptions, variations, renewals, permissions and amendments and otherauthorisations and approvals including any conditions thereof required under ESHLaw for the operation of the business of the Target Group or its occupation or use ofthe Properties.

"ESH Regulator" means any governmental entity or other public or quasi publicauthority or privatised utility having responsibility for any matters concerning theEnvironment or ESH Law.

"EU" means the European Union.

"Hazardous Substance" means any natural or artificial substance (whether in solidor liquid form or in the form of a gas or vapour) or organism (including geneticallymodified organisms) whether alone or in combination with any other substancecapable of causing harm or damage to the Environment or human health or welfareor which restricts or makes more costly the use, development, ownership oroccupation of any property including but not limited to asbestos or any controlled,hazardous, toxic or dangerous chemical, substance or waste.

(a) The Target has obtained and maintains in full force and effect all materialESH Permits.

(b) So far as the Majority Shareholders are aware, the Target has operated at alltimes, and continues to operate, in all material respects in compliance withESH Law, ESH Permits and the requirements of the ESH Regulator to theextent applicable.

(c) The Target has not received written notice of any decision, proposal orintention to refuse, suspend, cancel, revoke, modify or vary any ESH Permitin the 24 months preceding the date of this agreement.

(d) The Target has not received any written communication, notice orcorrespondence from any ESH Regulator or any other person in respect of oralleging a breach of ESH Law in the 24 months preceding the date of thisagreement.

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SCHEDULE 5

Buyer Warranties

For the avoidance of doubt, the Buyer Warranties are given subject to any matter fairlydisclosed (as such term is defined in clause 12.1(a)) in the Disclosure Materials.

1 AUTHORISATIONS AND VALID OBLIGATIONS

1.1 The Buyer is validly incorporated, in existence and duly registered under the laws ofits jurisdiction and has full power to conduct its business as conducted at the date ofthis agreement.

1.2 The Buyer and each member of the Buyer's Group has (other than to the extentrelevant to the Conditions) obtained all corporate authorisations and all othergovernmental, statutory, regulatory or other consents, licences, waivers, exemptionsand authorisations required to empower it to enter into and perform its obligationsunder this agreement and any other Transaction Document to which it is a party(including, for the avoidance of doubt, the issue and allotment of the ConsiderationShares and the Placing Shares).

1.3 Entry into and performance by each member of the Buyer's Group of this agreementand/or any other Transaction Document to which it is a party (including, for theavoidance of doubt, the issue and allotment of the Consideration Shares and thePlacing Shares) will not (subject, where applicable, to fulfilment of the Conditions): (i)breach any provision of its memorandum and articles of association, by-laws orequivalent constitutional documents; or (ii) result in a breach of any laws orregulations in its jurisdiction of incorporation or of any order, decree or judgment ofany court or any governmental or regulatory authority in any jurisdiction.

1.4 This agreement and the Transaction Documents to which a member of the Buyer'sGroup is a party will, when executed, constitute valid and binding obligations on therelevant members of the Buyer's Group.

1.5 The Company's issued share capital is 21,222,110 ordinary shares of 20 penceeach.

1.6 Save as disclosed in the Admission Document or provided for in this agreement orthe Placing and Admission Agreement, there are in force no options or otheragreements which call for the issue, transfer or redemption of or accord to anyperson the right to call for the issue, transfer or redemption of any shares or othersecurities in the capital of the Buyer or any member of the Buyer's Group.

1.7 The Admission Document:

(a) contains all such information as investors and their professional adviserswould reasonably require, and reasonably expect to find there in respect ofthe Buyer's Group (excluding the Target Group); and

(b) insofar as applicable in relation to information in respect of the Buyer's Group(excluding the Target Group), complies with the requirements of the AIMRules and all other applicable laws, rules and regulations.

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2 FINANCIAL STATEMENTS

2.1 The Buyer's Group Accounts:

(a) have been prepared in accordance with International Financial ReportingStandards as adopted by the European Union ("Adopted IFRS") and otherapplicable laws and regulations and those parts of the Companies Act 2006applicable to companies reporting under Adopted IFRS and, either makeproper provision for or, where appropriate, include a note in accordance withAdopted IFRS, in respect of all liabilities, whether actual, deferred, contingentor disputed including (i) financial lease commitments and pension liabilities;(ii) all capital commitments, whether actual or contingent, of the relevantcompany as at the relevant date; and (iii) all liabilities, whether actual,deferred, contingent or disputed of the relevant company for tax measured byreference to income, profits or gains, earned, accrued or received during therelevant financial period or arising in respect of an event occurring or deemedto occur during the financial period; and

(b) give a true and fair view of the state of affairs of the Buyer and each memberof the Buyer's Group as at 30 June 2016 and of the profit or loss for theperiod ended 30 June 2016.

2.2 The unaudited interim accounts of the Buyer for the period ended 31 December 2016have been prepared in accordance with all applicable standards, principles andpractices generally accepted in the United Kingdom on bases consistent with thebases on which the Buyer's Group Accounts were prepared and fairly state theconsolidated profits and losses of the Buyer's Group for the six months ended 31December 2016.

3 CURRENT FINANCIAL PERIOD

Since 30 June 2016:

(a) each member of the Buyer's Group has carried on its respective businessesin the ordinary and usual course;

(b) there has been no material depletion in the net assets of the Buyer's Groupand there has been no material adverse change in the financial or tradingposition or prospects of the Buyer's Group that does not accord with the usualannual pattern of trading;

(c) no member of the Buyer's Group has entered into any contract orcommitment of a long term or unusual nature or which involves an obligationof a material nature or magnitude otherwise than in the ordinary and usualcourse;

(d) no member of the Buyer's Group has, other than in the normal course ofbusiness, acquired or disposed of or agreed to acquire or to dispose of anybusiness, company or asset;

(e) no dividends or other distributions have been declared, made or paid by anymember of the Buyer's Group; and

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(f) no member of the Buyer's Group has incurred any material liability for taxationotherwise than in the ordinary course of business.

4 PREVIOUS ANNOUNCEMENTS

For the purposes of this paragraph:

"FSMA" means the Financial Services and Markets Act 2000 (as amended)including any regulations made pursuant thereto.

"Market Abuse Regulation" means Regulation 596/2014/EU of the EuropeanCommission.

"Previous Announcements" means all announcements made by the Buyer to anystock exchange or via a Regulatory Information Service or pursuant to any regulatoryobligation since 30 June 2016.

"Regulatory Information Service" means a service approved by the London StockExchange for the distribution to the public of regulatory announcements inaccordance with the AIM Rules.

4.1 Each statement of fact in each Previous Announcement was true and accurate in allmaterial respects and not misleading (by itself or in its context) in any materialrespect.

4.2 Each expression of opinion or intention or expectation in each PreviousAnnouncement was made on reasonable grounds after due and careful enquiry andwas truly and honestly held by the directors of the Buyer and was fairly based. Therewas no other fact known or which could on reasonable enquiry have been known tothe directors of the Buyer omitted to be disclosed in any Previous Announcementwhich, by such omission, would make any such statement or expression in anyPrevious Announcement misleading (by itself or in its context) in any materialrespect.

4.3 Each Previous Announcement complied in all material respects with the AIM Rules(as in force at the relevant time), the Market Abuse Regulation and FSMA.

4.4 Since 30 June 2016, the Buyer has notified the Regulatory Information Service of allinformation required to be notified by it in accordance with the AIM Rules (as in forceat the relevant time) and has complied in all material respects with all disclosure andnotification requirements under the AIM Rules.

5 EVENTS OF DEFAULT - INDEBTEDNESS

No circumstances have arisen or, to the best of the knowledge, information and beliefof the Buyer, are reasonably foreseeable by reason of any default by the Buyer orany other member of the Buyer's Group such that any person is, or will, or would withthe giving of notice and/or lapse of time and/or the satisfaction of any other conditionbecome, entitled to require payment before its stated maturity of, or security for, anyindebtedness in respect of borrowed money of the Buyer or any other member of theBuyer's Group which has not been satisfied in full and, to the best of the knowledge,information and belief of the Buyer no person to whom any indebtedness forborrowed money of the Buyer or any other member of the Buyer's Group which is

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payable on demand is owed presently proposes to demand payment of, or securityfor, the same, and no overdraft facility of the Buyer or any other member of theBuyer's Group has been or is reasonably foreseen to be about to be, withdrawn.

6 EVENTS OF DEFAULT - GENERAL

No event has occurred or is subsisting or, to the best of the knowledge, informationand belief of the Buyer is reasonably foreseeable which constitutes or results in orwould with the giving of notice and/or lapse of time and/or the satisfaction of anyother condition constitute or result in a default or the acceleration of any obligationunder any agreement, instrument or arrangement to which any member of theBuyer's Group is a party or by which they or any of their properties, revenues orassets are bound and which would in any such case have a material adverse effecton the businesses, assets or prospects of the Buyer's Group taken as a whole.

7 INSOLVENCY

No member of the Buyer's Group has taken any action nor, to the best of theknowledge, information and belief of the Buyer have any other steps been taken orlegal proceedings started or threatened against any member of the Buyer's Group forits administration, winding up or dissolution or for it to enter into any arrangement orcomposition for the benefit of creditors or for the appointment of an administrativereceiver, an administrator or a receiver, trustee or similar officer of it or any of theirrespective properties, revenues or assets nor have any orders been made for any ofthe foregoing.

8 COMPLIANCE WITH LAWS

8.1 So far as the Buyer is aware, each member of the Buyer's Group has obtained alllicences, permissions, authorisations and consents required for the carrying on of itsbusiness and which are, alone or together with one or more other such licences,permissions, authorisations and consents, material and such licences, permissions,authorisations and consents are in full force and effect and there are nocircumstances of which the Buyer is aware which indicate that any of such licences,permissions, authorisations or consents may be revoked or not renewed orwithdrawn or (except to an immaterial or beneficial extent) amended, in whole or inpart, in the ordinary course of events.

8.2 So far as the Buyer is aware, each member of the Buyer's Group has complied and iscomplying in all material respects with all legal and regulatory requirementsapplicable to its current business activities and material in the context of the businessof the Buyer's Group as a whole, including without limitation with respect to anyregulatory requirement relating to the marketing and allotment of the Placing Shares.

8.3 No member of the Buyer's Group, nor so far as the Buyer is aware any director,officer, agent, employee or other person associated with or acting on behalf of anymember of any Buyer's Group, has directly or indirectly through a third party offered,promised, given, requested, agreed to receive or accepted a bribe, rebate, payoff,influence payment, kickback or other unlawful payment prohibited under the anti-corruption legislation applicable in England and Wales from time to time, includingbut not limited to the Bribery Act 2010, or any equivalent applicable legislation in anyother jurisdiction. The Buyer has put in place arrangements that would enable each

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member of the Buyer's Group to comply at all times with all applicable bribery lawand regulations.

8.4 No member of the Buyer's Group, nor so far as the Buyer is aware any director,officer, agent, employee or other person associated with or acting on behalf of anymember of the Buyer's Group, has used any corporate funds for any unlawfulcontribution, gift, entertainment or other unlawful expense relating to political activity,made any direct or indirect unlawful payment to any foreign or domestic governmentofficial or employee from corporate funds, violated or is in violation of any provision ofthe US Foreign Corrupt Practices Act ("FCPA"), or made any bribe, rebate, payoff,influence payment, kickback or other unlawful payment prohibited under anyapplicable law or regulation equivalent to the FCPA.

8.5 No member of the Buyer's Group, nor so far as the Buyer is aware any director,officer, agent, employee or affiliate of a member of the Buyer's Group, is an individualor entity that is, or is owned or controlled by a person that is:

(a) the subject of any Sanctions (as defined in the Office of Foreign AssetsControl ("OFAC") Regulations), or

(b) located, organised or resident in a country or territory that is the subject ofSanctions (including, without limitation, Cuba, Iran, North Korea, Sudan andSyria).

8.6 None of (i) the execution and delivery of this agreement, or (ii) the issue by the Buyerof any Consideration Shares or Placing Shares, will conflict with, or result in a breachor violation of, the OFAC Regulations by any of the parties to this agreement as aresult of any action by the Buyer; and to the best of the Buyer's knowledge, the Buyerhas not been designated a sanctioned person under the OFAC Regulations.

8.7 Neither the Buyer nor any of its agents acting or benefitting in any capacity inconnection with the issue of the Consideration Shares or the Placing Shares or anyof their respective directors or employees is a Designated Person as defined in theOFAC Regulations.

8.8 No member of the Buyer's Group, nor so far as the Buyer is aware any person actingon behalf of any of them has directly or indirectly, done any act or engaged in anycourse of conduct in breach of s89-90 of the Financial Services Act 2012 orconstituting "market abuse" under Article 14 of the Market Abuse Regulation and/orthe Criminal Justice Act 1993, in each case including any regulations made pursuantthereto.

8.9 All operations of all members of the Buyer's Group are and so far as the Buyer isaware, have been conducted at all times in material compliance with the moneylaundering statutes of all applicable jurisdictions, the rules and regulations thereunderand any related or similar rules, regulations or guidelines, issued, administered orenforced by any governmental agency (collectively, the "Money Laundering Laws")applicable to such operations and no action, suit or proceeding by or before any courtor governmental agency, authority or body or any arbitrator involving the Buyer orany of its subsidiaries with respect to the Money Laundering Laws is pending or, tothe best knowledge of the Buyer threatened. The Buyer has put in placearrangements that would enable the Buyer's Group to comply at all times with allapplicable money laundering law and regulations.

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8.10 So far as the Buyer is aware, the Buyer Group has verified that each third partywhich provides any member of the Buyer Group with manufacturing services forregistered pharmaceutical products for which a member of the Buyer Group is aMarketing Authorization holder ("Buyer Group Manufacturer") has obtained allnecessary licenses and certificates under the applicable pharmaceutical regulations(Good Manufacturing Practices).

8.11 So far as the Buyer is aware, there are no current, threatened or pendinginvestigations in relation to the Buyer Group in respect of the manufacture ofproducts by any such Buyer Group Manufacturer.

8.12 The Buyer Group holds all wholesale dealers licences which it is required to hold inits name in order to carry out its activities in accordance with Law.

8.13 Each member of the Buyer Group holds a proper registration (MarketingAuthorisation) for any product for which it is required to hold such MarketingAuthorisation pursuant to EU Directive 2001/82 and complies with the specificationsof each such Marketing Authorisation in all material aspects.

9 LITIGATION

No member of the Buyer's Group, nor any person for whom any member of theBuyer's Group is or may reasonably expected to be vicariously liable, has any claimoutstanding against them or is engaged in or has been engaged in any legal orarbitration or similar proceedings which, individually or collectively, are of materialimportance in relation to the Buyer's Group and, so far as the Buyer is aware, nosuch legal or arbitration or similar proceedings are threatened or pending nor, to thebest of the knowledge, information and belief of the Buyer are circumstancesreasonably foreseen which are likely to be about to give rise to any such legal orarbitration or similar proceedings; for this purpose "similar proceedings" includes anycivil or criminal proceedings and any action by any governmental, public or regulatoryauthority (including any investment exchange and any authority or body whichregulates investment business or takeovers or which is concerned with mergers ortaxation matters) which did or could result in public censure.

10 INSURANCE

The businesses, undertaking and other assets of each member of the Buyer's Groupare insured to reasonably prudent levels having regard to the businesses carried onby the Buyer or any other member of the Buyer's Group and against all risks againstwhich the Buyer or any other member of the Buyer's Group might reasonably beexpected to insure in the particular circumstances of the businesses carried on bythem and such insurances include all the insurances which the Buyer or any othermember of the Buyer's Group are required under the terms of any leases or anycontracts to undertake and such insurances are in full force and effect and the Buyeris not aware of any circumstances which could render any of such insurances void orvoidable and there is no material insurance claim made by or against any member ofthe Buyer's Group, threatened, in writing or outstanding or, so far as the Buyer isaware, pending and all due premiums in respect thereof have been paid.

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11 TAXATION

11.1 All taxations (whether of the United Kingdom, a Relevant Jurisdiction or elsewhere),for which any member of the Buyer's Group is liable or has been liable to account for,have been duly paid.

11.2 Any provision for taxation (whether of the United Kingdom, a Relevant Jurisdiction orelsewhere) contained in the Buyer's Group Accounts for the period ended on 30 June2016, is or was sufficient at the time of the signing of such accounts to cover alltaxation of any nature and in any jurisdiction for which any member of the Buyer'sGroup is or was liable to be accounted for in accordance with the applicable IFRSaccounting standards.

11.3 Since 30 June 2016, no member of the Buyer's Group has incurred any liability fortaxation (whether of the United Kingdom, a Relevant Jurisdiction or elsewhere) whichhas arisen otherwise than in the ordinary course of normal trading.

11.4 No member of the Buyer's Group has been party to any contract or arrangement theprincipal purpose of which or one of the principal purposes of which was anavoidance or reduction of taxation.

11.5 No member of the Buyer's Group is involved in any dispute with a taxation authority(whether of the United Kingdom, a Relevant Jurisdiction or elsewhere) and, as far asthe Buyer is aware, there are no circumstances which make it likely that any suchtaxation authority will initiate any investigations, enquiry or discovery assessment inrespect of the Buyer within the next 12 months).

12 INTELLECTUAL PROPERTY

12.1 The Buyer's Group has all necessary intellectual property rights, licences and permitsrequired from any third party to enable it to carry on its business in all materialrespects as presently carried on. So far as the Buyer is aware, no member of theBuyer's Group presently carries on any act which infringes any third party's rightswhich were it to be required to stop, would be material.

12.2 The Buyer's Group has taken all steps reasonably necessary to protect all IntellectualProperty Rights currently used by the Buyer's Group which are, or could throughregistration or the taking of any other steps, become its property; and all agreementswhereby the Buyer's Group is authorised to use any such Intellectual Property Rightsare in full force and effect nor, so far as the Buyer is aware, has there been anyinfringement by any member of the Buyer's Group of Intellectual Property Rights heldby third parties which would have a material adverse effect on the business, assetsor prospects of the Buyer's Group.

13 CONTRACTS

13.1 To the best of the knowledge, information and belief of the Buyer, there is noinvalidity, or ground for termination, rescission, avoidance, repudiation or disclaimer,of any agreement, undertaking, instrument or arrangement to which any member ofthe Buyer's Group is a party or by which any member of the Buyer's Group or any ofits assets are bound and which is material to the Buyer's Group or adversely affectsor is likely to have an adverse effect on the financial position of any member of theBuyer's Group.

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13.2 No member of the Buyer's Group has received notice of any intention to terminate,repudiate or disclaim any agreement, undertaking, arrangement or obligation referredto in the paragraph above.

13.3 No event has occurred and is subsisting or, so far as the Buyer is aware, is about tooccur which constitutes or would constitute a default under, or could reasonablyresult in the acceleration by reason of default of, any obligations under anyagreement, undertaking, instrument or arrangement to which any member of theBuyer's Group is a party or by which it or any of its properties, revenues or assets arebound and which would in any such case be material to the Buyer's Group or wouldor be likely to have a material adverse effect on the business, assets, prospects orfinancial or trading condition of any member of the Buyer's Group.

13.4 All agreements, undertakings, instruments or arrangements that are material to theBuyer's Group are of an arm's length nature and were entered into in the ordinarycourse of business.

14 PROPERTIES

14.1 The Buyer Disclosure Materials contain details of the properties owned or occupiedby the Buyer's Group or in respect of which the Buyer's Group has any materialliability (contingent or otherwise) ("Buyer Properties") and the Buyer's Group hasgood title to each of the Buyer Properties and to the best of the knowledge,information and belief of the Buyer there is no fact or circumstance as a result ofwhich any person may validly require the Buyer or a member of the Buyer's Group tovacate prematurely any of the Buyer Properties or to cease to carry on the businesswhich it presently carries on at any of the Buyer Properties, which is material.

14.2 To the best of the knowledge, information and belief of the Buyer, all obligations inrespect of the Buyer Properties which are material have been complied with to dateand no action, claim, demand, dispute or liability in respect of the same isoutstanding or, to the best of the knowledge, information and belief of the Buyer,anticipated.

14.3 Proper provision or disclosure in accordance with IFRS accounting standards hasbeen made in the Buyer's Group Accounts with respect to liabilities (actual orcontingent) of the Buyer Group in connection with the Buyer Properties.

15 ENVIRONMENTAL MATTERS

For the purposes of this paragraph, "Environmental Laws" means any existingUnited Kingdom or European Community legislation or any other laws in anyapplicable jurisdiction having application to the operations of any company in theBuyer's Group or to the Buyer Properties and in relation to environmental and healthand safety matters, including without limitation, directives, regulations, ordinances,orders and notices, and including judicial and administrative interpretation of each ofthe foregoing;

So far as the Buyer is aware, each company in the Buyer's Group is and always hasbeen in compliance in all material respects with all Environmental Laws and inparticular has obtained and complied with the terms and conditions of all necessarypermits and licences and other authorisations required in relation to the operations ofits business and the use of the Buyer Properties and has filed all notifications that are

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required, and, so far as the Buyer is aware, there are in relation to each company inthe Buyer's Group and the Buyer Properties no past or present events, conditions,circumstances, activities, practices or incidents which materially interfere with orprevent compliance with or which give rise to any liability under Environmental Lawsor otherwise form the basis of any claim, action, suit, proceedings, hearing orinvestigations relating to the environment or any breach of Environmental Laws, norhas any company in the Buyer's Group been notified of any such liability or breach.

16 EMPLOYMENT

16.1 So far as the Buyer is aware, no director or person identified as a member of "SeniorManagement" of the "Enlarged Group" in the Admission Document who is a directoror employee of the Buyer Group (i) plans to terminate employment with the BuyerGroup; or (ii) is subject to any non-compete, non-disclosure, confidentiality,employment, consulting or similar agreement which would be violated by the presentor proposed business activities of the relevant company.

16.2 There are no amounts owing or promised to any director or person identified as"Senior Management" of the "Enlarged Group" in the Admission Document who is adirector or employee of the Buyer Group other than remuneration accrued due or forreimbursement of business expenses and, so far as the Buyer is aware, no liabilityhas been incurred by any company in the Buyer's Group for breach of any contract ofservice, contract for services or consultancy agreement.

16.3 No company in the Buyer's Group has any obligation to contribute towards thepension arrangements of its directors or employees or former directors or employees,in each case to an extent that is material to the business of the Buyer's Group (takenas a whole).

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SCHEDULE 6

Properties

Part 1 — Brief description of the Properties

Address Property Interest Documents Current Use

Belgium

K090

Legeweg 157

8020 OOSTKAMP

Leasehold Lease of office spaceat Legeweg 157entered into on 10December 2015between (1) MediniBelgium and (2) BekeNV (office spaceK090).

Office space

L090

Legeweg 157

8020 OOSTKAMP

Leasehold Lease of storagespace at Legeweg157 entered into on10 December 2015between (1) MediniBelgium and (2) BekeNV (storage spaceL090).

Storage space

K091

Legeweg 157

8020 OOSTKAMP

Leasehold Lease of office spaceat Legeweg 157entered into on 10December 2015between (1) theTarget and (2) BekeNV (office spaceK091).

Office space

L040A + L040B

Legeweg 157

8020 OOSTKAMP

Leasehold Lease of storagespace at Legeweg157 entered into on10 December 2015between (1) MediniBelgium and (2) BekeNV (storage spaceL040A and L040B).

Storage space

L050 + L060

Legeweg 157

8020 OOSTKAMP

Leasehold Lease of storagespace at Legeweg157 entered into on10 December 2015between (1) the

Storage space

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Target and (2) BekeNV (storage spaceL050 and L060).

Germany

Business CenterUnterschleissheim, Max-Planck-Str. 11, 85716Unterschleissheim

and

Business CenterUnterschleissheim, Max-Planck-Str. 13, 85716Unterschleissheim

Leasehold Lease of office andstorage space enteredinto on 21 December2012 between (1)Esteve GmbH and (2)JasikaBeteiligungsgesellschaft mbH.

This has beenterminated with effectfrom 31 December2017.

Office andstorage

TechnologiezentrumVorpommern,Brandteichstr. 20, 17489Greifswald

Leasehold Lease of office,storage andlaboratory spaceentered into on 9September 2016between (1) EcupharGermany and (2)WITENO GmbH(previously:Technologiezentrum-FordergesellschaftmbH Vorpommern).

Lease extended to2020 by a leaseentered into on 22January 2017between (1) EcupharGermany and (2)WITENO GmbH.

Office, storagerooms andlaboratory

NY LIVING, Building 23,Apartment no. 23.4.2,Nymphenburger Str. 6, 4.OG Mitte, 80335 Munich

Leasehold Lease of residentialapartment spaceentered into on 1 May2012 between (1)Esteve GmbH and (2)Mr. Peter Schmid.Agreement to transferthe above leaseentered into on 23December 2015between (1) EsteveGmbH, (2) EcupharGermany and (3) Mr.

Apartment/residential, and 1parking space

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Herrenhufenstr. 1A.

Greifswald, GermanyLeasehold Service contract for

rent of storage spaceentered into on 16November 2011 andas amended on 5 May2014 between (1)ML&S GmbH & Co.KG and (2) EcupharGermany

12 storagespaces forpallets: storageof trade fairbooth andequipment

Spain

Floor 13, Avenida Rio deJaneiro, 60-66, 08016,Barcelona

Leasehold Lease of office spaceentered into on 1August 2015 between(1) Ecuphar Spainand (2) Proyecto MirefCinco, S.L.U.

Office space

Portugal

Sintra Business Park N°7,Edificio 1, Escritorio 2K,Zona Industrial daAbrunheira, 2710-089Sintra

Leasehold Lease of office spaceentered into on 1 June2017 between (1)Ecuphar Portugal and(2) LSREF3 REOSINTRA, S.A.

Office space

Italy

Viale Restelli 3/7, Milan,20124

Leasehold Lease of office spaceentered into on 28July 2015 between (1)Ecuphar Italia S.r.land (2) the landlord inthe entity of SocietaInvest ImmobiliareS.r.l.

Office space

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Part 2 — Details of any leases, licences, rights of occupation granted to third parties

None

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SCHEDULE 7

Intellectual Property

Part 1 — Registered Intellectual Property Rights

Part A — PATENTS

[See separate Schedule.]

Part B — TRADE MARKS

[See separate Schedule.]

Part 2 - Domain Names

belphar.ptcardiopro.escardiopro.ptcardonpharmaceuticals.comcavalesse.comchiruvet.deecuphar.beecuphar.co.ukecuphar.comecuphar.deecuphar.esecuphar.frecuphar.infoecuphar.itecuphar.netecuphar.nlecuphar.nlecuphar.orgecuphar.plecuphar.ptecuphar-online.comecuphar-online.deecupharveterinaria.comequipharma.beequipharma.comequipharma.frequipharma.nlhippocare.deinstrulife.n1leispro.com.ptleispro.esleispro.itleispro.ptmycoguard.demycoguard.esmycoguard.eu

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mycoguard.itornnipet.deprevencaoleishmaniose.ptprevencionleishmaniosis.esprevenzioneleishmaniosi. itquirofarm.comquirofarm.corn.ptquirofarm.esquirofarm.itrepromasterporcino.comrepromasterporcino.esrepromastersuino.com.ptrepromastervacuno.comrepromastervacuno.estiroidpro.estiroidpro.ittiroidpro.pttratamientoleishmaniasis.comtratamientoleishmaniasis.estratamientoleishmaniosis.comtratamientoleishmaniosis.esvetkedin.comvetkedin.esvetkedin.itvetkedin.ptwebmastercachorro.comwebmastercachorro.com.ptwebmastercachorro.eswebmastercachorro.ptwebmastercep.es

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PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION BelgiumOF OTITIS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

P28474BEEP

Diary:

Basic Application Date 28/12/2001 Basic Application No. 01500299

EP Grant Publication Date 24/01/2007 EP Publication No. 1228784(B1)

Expiration Date 28/12/2021 Next Annuity 31/12/2017

Priority Country Spain Priority Date 06/02/2001

Priority No. 200100254

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION CanadaOF OTITIS

With Priority

Registered/Granted

P28474CAES

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application Date 04/02/2002 Application No. 2370323

Expiration Date 04/02/2022 Next Annuity 04/02/2018

Priority Country Spain Priority Date 06/02/2001

Priority No. 200100254 Registration Date 21/06/2011

Registration No. 2370323

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION GermanyOF OTITIS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

P28474DEEP

Diary:

Basic Application Date 28/12/2001 Basic Application No. 01500299

EP Grant Publication Date 24/01/2007 EP Publication No. 1228784(B1)

Expiration Date 28/12/2021 Next Annuity 31/12/2017

Priority Country Spain Priority Date 06/02/2001

Priority No. 200100254

Client List - Name No. Page 1 of 26

I0 PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION SpainOF OTITIS

Priority Founding

Registered/Granted

P28474ES00

Applicant/Registrant

ECUPHAR NV/SA

Diary:

Anniversary Term 06/02/2018 Application Date 06/02/2001

Application No. 200100254 Date of Publication of 16/12/2003Registration

Expiration Date 06/02/2021 Next Annuity 28/05/2018

Publication Date 16/08/2002 Publication No. 2171147

Registration Date 18/11/2003

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION SpainOF OTITIS

Validated after EPC

Registered/Granted

P28474ESEP

Applicant/Registrant

ECUPHAR NV/SA

Diary:

Anniversary Term 28/12/2017 Basic Application Date 28/12/2001

Basic Application No. 01500299 EP Grant Publication Date 24/01/2007(B1)

EP Publication No. 1228784 Expiration Date 28/12/2021

Next Annuity 31/03/2018 Priority Country Spain

Priority Date 06/02/2001 Priority No. 200100254

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION FranceOF OTITIS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

P28474FREP

Diary:

Basic Application Date 28/12/2001 Basic Application No. 01500299

EP Grant Publication Date 24/01/2007 EP Publication No. 1228784(B1)

Expiration Date 28/12/2021 Next Annuity 31/12/2017

Priority Country Spain Priority Date 06/02/2001

Priority No. 200100254

Client List - Name No. Page 2 of 26

1-.1) PONT!STRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION United KingdomOF OTITIS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

P28474GBEP

Diary:

Basic Application Date 28/12/2001 Basic Application No. 01500299

EP Grant Publication Date 24/01/2007 EP Publication No, 1228784(B1)

Expiration Date 28/12/2021 Next Annuity 31/12/2017

Priority Country Spain Priority Date 28/12/2001

Priority No. 01500299

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION ItalyOF OTITIS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

P28474ITEP

Diary:

Basic Application Date 28/12/2001 Basic Application No. 01500299

EP Grant Publication Date 24/01/2007 EP Publication No. 1228784(B1)

Expiration Date 28/12/2021 Next Annuity 31/12/2017

Priority Country Spain Priority Date 06/02/2001

Priority No. 200100254

Patent: PREPARATION FOR VETERINARY USE FOR PREVENTION United StatesOF OTITIS

With Priority

Registered/Granted

P28474USES

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application Date 14/01/2002 Application No. 10/043,168

Expiration Date 14/01/2022 Next Annuity 21/03/2016

Priority Country Spain Priority Date 06/02/2001

Priority No. 200100254 Publication No. US-6793-932-A1

Registration Date 21/09/2004 Registration No. 6,793,932

Client List - Name No. Page 3 of 26

PONTI STRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PREPARACION BEBIBLE QUE COMPRENDEKETOPROFENO Y SU EMPLEO EN EL TRATAMIENTO DEPROCESOS QUE CURSAN CON FIEBRE, INFLAMACIPriority FoundingRegistered/Granted

Spain P28475ES00

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Anniversary Term 11/12/2017 Application Date 11/12/2001

Application No. 200102744 Date of Publication of 01/04/2004Registration

Expiration Date 11/12/2021 Next Annuity 31/03/2018

Publication Date 01/07/2003 Publication No. 2189682

Registration Date 03/03/2004

Patent: PREPARACION BEBIBLE QUE COMPRENDEKETOPROFENO Y SU EMPLEO EN EL TRATAMIENTO DEPROCESOS QUE CURSAN CON FIEBRE, INFLAMACIPCT Based with PriorityRegistered/Granted

Applicant/Registrant

LABORATORIOS DEL DR. ESTEVE, S. A.

Mexico P28475MXPC

Diary:

Application No. MX/X/2004/005649 Expiration Date 11/12/2022

International Application Date 11/12/2002 National Filing Date 11/06/2004

Next Renewal 11/12/2017 PCT application number PCT/ES2002/00590

Priority Country Spain Priority Date 11/12/2001

Priority No. 200102744 Publication Date 23/03/2005

Publication No. MX PA04005649 Registration Date 23/07/2007

Registration No. 247445

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIRPREPARATION AND USE AS MEDICAMENTSValidated after EPCRegistered/Granted

Applicant/Registrant

LABORATORIOS DEL DR.ESTEVE, S. A.

Austria P28476ATEP

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 National Filing Date 16/10/2014

Next Annuity 31/05/2018 Priority Country Spain

Priority Date 29/05/1998 Priority No. 9801129

Publication No. 1083171 Validation Publication Date 15/05/2004

Client List - Name No. Page 4 of 26

PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIR Belgium P28476BEEPPREPARATION AND USE AS MEDICAMENTS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 31/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129 Validation Publication Date 30/04/2004

Patent: DERIVATIVES OF PYRAZOLINES, THEIR PREPARATIONAND THEIR APPLICATION AS MEDICAMENTSPCT Based with Priority

Registered/Granted

Canada P28476CAPC

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application No. 2333475 Expiration Date 27/05/2019

International Application Date 27/05/1999 National Filing Date 28/11/2000

Next Annuity 27/05/2018 PCT application number PCT/ES1999/000156

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129 Registration Date 08/12/2009

Registration No. 2333475

Patent: DERIVATIVES OF PYRAZOLINES, THEIR PREPARATION China P28476CNPCAND THEIR APPLICATION AS MEDICAMENTS

PCT Based with Priority

Registered/Granted

Applicant/Registrant

LABORATORIOS DEL DR. ESTEVE, S. A.

Diary:

Application No. 99808111 Expiration Date 27/05/2019

International Application Date 27/05/1999 National Filing Date 27/05/1999

Next Annuity 27/05/2018 PCT application number PCT/ES1999/000156

Priority Country Spain Priority Date 29/05/1998

Priority No. 009801129 Publication Date 08/08/2001

Publication No. 1307566 Registration Date 16/02/2005

Registration No. 99808111

Client List - Name No. Page 5 of 26

PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIR Germany P28476DEEPPREPARATION AND USE AS MEDICAMENTSValidated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 31/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIRPREPARATION AND USE AS MEDICAMENTSValidated after EPCRegistered/Granted

Spain P28476ESEP

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Anniversary Term 27/05/2018 Basic Application Date 27/05/1999

Basic Application No. 99922192 EP Grant Publication Date 28/04/2004(B1)

EP Publication No. 1083171 Expiration Date 27/05/2019

Next Annuity 31/08/2018 Priority Country Spain

Priority Date 29/05/1998 Priority No. 9801129

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIR France P28476FREPPREPARATION AND USE AS MEDICAMENTSValidated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 31/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129

Client List - Name No. Page 6 of 26

PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIR United Kingdom P28476GBEPPREPARATION AND USE AS MEDICAMENTSValidated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 31/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIR Greece P28476GREPPREPARATION AND USE AS MEDICAMENTSValidated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 National Filing Date 16/07/2004

Next Annuity 31/05/2018 Priority Country Spain

Priority Date 29/05/1998 Priority No. 9801129

Validation Publication Date 25/08/2004

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIR Italy P28476ITEPPREPARATION AND USE AS MEDICAMENTSValidated after EPC

Registered/Granted

Applicant/Registrant

LABORATORIOS DEL DR. ESTEVE, S. A.

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 31/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129

Client List - Name No. Page 7 of 26

® PONT!STRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: DERIVATIVES OF PYRAZOLINES, THEIR PREPARATIONAND THEIR APPLICATION AS MEDICAMENTSPCT Based with PriorityRegistered/Granted

Japan P28476JPPC

Applicant/Registrant

ECUPHAR NV/SA

Diary:

Application No. JP20000552096 Expiration Date 27/05/2019

International Application Date 27/05/1999 National Filing Date 27/05/1999

Next Annuity 26/11/2017 PCT application number PCT/ES1999/000156

Priority Country Spain Priority Date 29/05/1998

Priority No. 009801129 Publication No. 2002516908

Registration Date 26/11/2010 Registration No. 4633928

Patent: DERIVATIVES OF PYRAZOLINES, THEIR PREPARATIONAND THEIR APPLICATION AS MEDICAMENTSPCT Based with PriorityRegistered/Granted

Applicant/Registrant

ECUPHAR NV/SA

Diary:

Mexico P28476MXPC

Application No. MX/X/A200/001183 Expiration Date 27/05/2019

International Application Date 27/05/1999 National Filing Date 29/11/2000

Next Renewal 27/05/2017 PCT application number PCT/ES1999/000156

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129 Publication Date 05/01/2001

Publication No. 212118 Registration Date 13/12/2002

Registration No. 212118

Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIRPREPARATION AND USE AS MEDICAMENTSValidated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Netherlands P28476NLEP

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 31/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129

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Patent: PYRAZOLINES-DERIVED COMPOUNDS, THEIRPREPARATION AND USE AS MEDICAMENTSValidated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV/SA

Portugal P28476PTEP

Diary:

Basic Application Date 27/05/1999 Basic Application No. 99922192

EP Grant Publication Date 28/04/2004 EP Publication No. 1083171(B1)

Expiration Date 27/05/2019 Next Annuity 27/05/2018

Priority Country Spain Priority Date 29/05/1998

Priority No. 9801129

Patent: DERIVATIVES OF PYRAZOLINES, THEIR PREPARATIONAND THEIR APPLICATION AS MEDICAMENTSPCT Based with PriorityRegistered/Granted

United States P28476USPC

Applicant/Registrant

ECUPHAR NV / SA

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Application No. 10/229,880 Expiration Date 27/05/2019

International Application Date 27/05/1999 National Filing Date 28/08/2002

PCT application number PCT/ES1999/000156 Priority Country Spain

Priority Date 29/05/1998 Priority No. 9801129

Registration Date 31/01/2006 Registration No, 0,038,963

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEWith PriorityPublished

Argentina P28478AR00

Applicant/Registrant

ECUPHAR NV / SA

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Application Date 31/03/2010 Application No. AR2010P101061

Examination Due 31/03/2013 Priority Country European Patent Application

Priority Date 31/03/2009 Priority No. 09382040.5

Publication Date 05/1 1/2011 Publication No. AR076016 Al

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ECUPHAR NV/SA

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Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 15/11/2015

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SU Belgium P28478BEEPUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV/SA

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Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. -(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 14/01/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SU Bulgaria P28478BGEPUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV/SA

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Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. -(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

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Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEPCT Based with PriorityPending

Brazil P28478BRPC

Applicant/Registrant

ECUPHAR NV/SA

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Application No. P11013487-5 International Application Date 30/03/2010

PCT application number PCT/EP2010/054177 Priority Country European Patent Application

Priority Date 31/03/2009 Priority No. 09382040.5

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV/SA

Switzerland P28478CHEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No.(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

Czech Republic P28478CZEP

Applicant/Registrant

ECUPHAR NV/SA

Diary:

Application No. 10711405 Basic Application Date 30/03/2010

EP Grant Publication Date 21/10/2015 EP Publication No. rg1934(B1)

Expiration Date 30/03/2030 Next Annuity 30/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 10/02/2016

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ECUPHAR NV / SA

Germany P28478DEEP

Diary:Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No.(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV/SA

Denmark P28478DKEP

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EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

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Priority No. 09382040

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Patent DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

Spain P28478ESEP

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ECUPHAR NV / SA

Diary:

Anniversary Term 30/03/2018 Basic Application Date 30/03/2010

Basic Application No. 10711405 EP Application Publication 15/02/2016Date

EP Grant Publication Date 21/10/2015 EP Publication No.(B1)

Expiration Date 30/03/2030 National Filing Date 18/01/2016

Next Annuity 30/06/2018 PCT application date 30/03/2010

PCT application number PCT/EP2010/054177 PCT publication date 07/10/2010

PCT publication Nr. WO 2010/112497 Priority Country European Patent Application

Priority Date 31/03/2009 Priority No. 09382040

Validation Publication Date 15/02/2016

Patent: USOS DE LA PRUEBA DE REDUCCION DEL NITRO-AZUL SpainDE TETRAZOLIOPCT Based with PriorityRegistered/Granted

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ECUPHAR NV / SA

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P28478ESPC

Anniversary Term 30/03/2018 Application No. 201190062

Date of Publication of 26/11/2013 Expiration Date 30/03/2030Registration

International Application Date 30/03/2010 National Filing Date 30/03/2010

Next Annuity 30/06/2018 PCT application number PCT/EP2010/054177

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Publication No. 2397193

Registration Date 14/11/2013

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ECUPHAR NV / SA

Finland P28478FIEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 15/01/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV/SA

France P28478FREP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

United Kingdom P28478GBEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

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ECUPHAR NV / SA

Greece P28478GREP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 3088233 antic 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 National Filing Date 20/01/2016

Next Annuity 31/03/2018 Priority Country European Patent Application

Priority Date 31/03/2009 Priority No. 09382040

Validation Publication Date 08/04/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV / SA

Hungary P28478HUEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No.(B1)

Expiration Date 30/03/2030 Next Annuity 30/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV / SA

Ireland P28478IEEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

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Patent: DOMPERIDONE AT A LOW DAILY DOSE FOR USE IN THETREATMENT OR PREVENTION OF A DISEASE ASSOCIATEDWITH AN ALTERATION OF...PCT Based with PriorityPublished

India P28478INPC

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application No. 7919/CHENP/2011 Examination Yes

Examination Due 31/03/2013 International Application Date 30/03/2010

National Filing Date 28/10/2011 PCT application number PCT/EP2010/054177

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040.5 Publication Date 21/12/2012

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV / SA

Italy P28478ITEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 15/01/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV / SA

Netherlands P28478NLEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 14/01/2016

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ECUPHAR NV / SA

Norway P28478NOEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 National Filing Date 12/01/2016

Next Annuity 31/03/2018 Priority Country European Patent Application

Priority Date 31/03/2009 Priority No. 09382040

Validation Publication Date 07/03/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV / SA

Poland P28478PLEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 30/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 31/05/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

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ECUPHAR NV / SA

Portugal P28478PTEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No.(B1)

Expiration Date 30/03/2030 Next Annuity 30/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

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Patent: DOMPERIDONA A UNA DOSIS DIARIA BMA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

Romania P28478ROEP

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ECUPHAR NV / SA

Diary:

Application No. 10711405 Basic Application Date 30/03/2010

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 30/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 29/04/2016

Patent: DOMPERIDONA A UNA DOSIS DIARIA BAJA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCI6N DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/GraMed

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ECUPHAR NV / SA

Sweden P28478SEEP

Diary:

Basic Application Date 30/03/2010 Basic Application No. 10711405

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(B1)

Expiration Date 30/03/2030 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040

Patent: DOMPERIDONA A UNA DOSIS DIARIA BMA PARA SUUSO EN EL TRATAMIENTO 0 LA PREVENCION DE UNAENFERMEDAD ASOCIADA A UNA ALTEValidated after EPCRegistered/Granted

Turkey P28478TREP

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ECUPHAR NV / SA

Diary:

Application No. 10711405 Basic Application Date 30/03/2010

EP Grant Publication Date 21/10/2015 EP Publication No. 2413934(31)

Expiration Date 30/03/2030 Next Annuity 30/03/2018

Priority Country European Patent Application Priority Date 31/03/2009

Priority No. 09382040 Validation Publication Date 21/01/2016

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LABORATORIOS DEL DR. ESTEVE, S. A.

Diary:

Application No.

International Application Date

Next Annuity

Priority Country

Priority No.

Registration No.

13/260,156

30/03/2010

12/02/2018

European Patent Application

09382040.5

8,802,691

United States

Expiration Date

National Filing Date

PCT application number

Priority Date

Registration Date

P28478USPC

30/03/2030

15/11/2011

PCT/EP2010/054177

31/03/2009

12/08/2014

Patent: USO DE NICOTINAMIDA PARA TRATAR EL COMEZ6NVERANIEGO EN CABALLOS

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ECUPHAR NV/SA

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Next Annuity

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26/03/2009

10/10/2012

26/03/2029

31/03/2018

28/03/2008

Belgium

Basic Application No.

EP Publication No.

National Filing Date

Priority Country

Priority No.

P28504BEEP

09724965

2271342

17/12/2012

European Patent Application

08153502

Patent: USO DE NICOTINAMIDA PARA TRATAR EL COMEZONVERANIEGO EN CABALLOSValidated after EPC

Registered/Granted

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ECUPHAR NV / SA

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EP Grant Publication Date

(B1)

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Priority Country

Priority No.

26/03/2009

10/10/2012

26/03/2029

European Patent Application

08153502

Germany

Basic Application No.

EP Publication No.

Next Annuity

Priority Date

09724965

2271342

31/03/2018

28/03/2008

P28504DEEP

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ECUPHAR NV / SA

France P28504FREP

Diary:

Basic Application Date 26/03/2009 Basic Application No. 09724965

EP Grant Publication Date 10/10/2012 EP Publication No. 2271342(B1)

Expiration Date 26/03/2029 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 28/03/2008

Priority No. 08153502

Patent: USO DE NICOTINAMIDA PARA TRATAR EL COMEZ6NVERANIEGO EN CABALLOSValidated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

United Kingdom P28504GBEP

Diary:

Basic Application Date 26/03/2009 Basic Application No. 09724965

EP Grant Publication Date 10/10/2012 EP Publication No. 2271342(B1)

Expiration Date 26/03/2029 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 28/03/2008

Priority No. 08153502

Patent: USO DE NICOTINAMIDA PARA TRATAR EL COMEZ6N NetherlandsVERANIEGO EN CABALLOS

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

P28504NLEP

Diary:

Basic Application Date 26/03/2009 Basic Application No. 09724965

EP Grant Publication Date 10/10/2012 EP Publication No. 2271342(B1)

Expiration Date 26/03/2029 Next Annuity 31/03/2018

Priority Country European Patent Application Priority Date 28/03/2008

Priority No. 08153502 Validation Publication Date 21/12/2012

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Patent: Treatment Product for Animals and Means for Preparing Same FrancePriority FoundingRegistered/Granted

P28607FR00

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ECUPHAR NV / SA

Diary:

Application Date 31/12/2004 Application No. FR0414116

Expiration Date 31/12/2024 Next Annuity 31/12/2017

Publication Date 07/07/2006 Publication No. FR2880269

Registration Date 07/1 1/2008 Registration No. 2880269

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A Argentina P28618AREPWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...With PriorityPublished

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application Date 16/10/2015 Application No. 20150103353

Examination Due 16/10/2018 Expiration Date 16/10/2035

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1 Publication Date 15/02/2017

Publication No. AR102295A1

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A Canada P28618CAPCWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...PCT Based with PriorityPending

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Examination Due 13/10/2020 Expiration Date 13/10/2035

International Application Date 13/10/2015 National Filing Date 11/04/2017

Next Annuity 13/10/2017 PCT application number PCT/EP2015/073635

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1

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Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A China P28618CNPCWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...PCT Based with PriorityPending

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ECUPHAR NV / SA

Diary:

International Application Date 13/10/2015 PCT application number PCT/EP2015/073635

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A European Patent Application P28618EPPCWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...PCT Based with PriorityPending

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ECUPHAR NV / SA

Diary:

Amendments - R. 161/162 23/05/2017 Anniversary Term 13/10/2017Mail Date

Application No. 15778958 Expiration Date 13/10/2035

International Application Date 13/10/2015 International Application No. PCT/EP2015/073635

National Filing Date 09/05/2017 Next Annuity 31/10/2017

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A Japan P28618JPPCWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...PCT Based with PriorityPending

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ECUPHAR NV / SA

Diary:

Examination Due 13/10/2018 International Application Date 13/10/2015

National Filing Date 14/04/2017 PCT application number PCT/EP2015/073635

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1

Client List - Name No. Page 22 of 26

*)3 ,̀PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A Mexico P28618MXPCWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...PCT Based with PriorityPending

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application No. MX/a/2017/004899 International Application Date 13/10/2015

National Filing Date 12/04/2017 PCT application number PCT/EP2015/073635

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A PCT Application P28618PCEPWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...With PriorityClosed

Applicant/Registrant

ECUPHAR NV / SA

Diary:

30 Month Term 16/04/2017 Application Date 13/10/2015

Application No. PCT/EP2015/073635 Priority Country European Patent Application

Priority Date 16/10/2014 Priority No. 14382396.1

Publication Date 21/04/2016 Publication No. W02016059028

Type of Closing Completed

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A Taiwan, Province of China P28618TWEPWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...With PriorityPublished

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application Date 16/10/2015 Application No. 104134072

Examination Due 16/10/2018 Priority Country European Patent Application

Priority Date 16/10/2014 Priority No. 14382396.1

Publication Date 16/07/2016 Publication No. 201625239

Client List - Name No. Page 23 of 26

PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: PYRAZOLINE-DERIVED COMPOUND AND ITS USE IN A United States P28618USPCWEEKLY DOSAGE REGIME AGAINST INFLAMMATION AND PAINDERIVED FROM...PCT Based with PriorityPending

Applicant/Registrant

ECUPHAR NV / SA

Diary:

International Application Date 13/10/2015 PCT application number PCT/EP2015/073635

Priority Country European Patent Application Priority Date 16/10/2014

Priority No. 14382396.1

Patent: COMPOSITION FOR TREATING BAD BREATHPriority FoundingRegistered/Granted

France P28619FR00

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application Date 29/09/2003 Application No. FR0311384

Expiration Date 29/09/2023 Next Annuity 30/09/2017

Publication Date 01/04/2005 Publication No. FR2860154

Registration Date 02/03/2006 Registration No. FR2860154

Patent: ELECTRIC TABLET GRINDER Belgium P28626BEEPValidated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 04/01/2006 Basic Application No. 06710217

EP Grant Publication Date 31/10/2012 EP Publication No. 1843743(B1)

Expiration Date 04/01/2026 Next Annuity 31/01/2018

Priority Country France Priority Date 07/01/2005

Priority No. 0500188

Client List - Name No. Page 24 of 26

PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: ELECTRIC TABLET GRINDER Germany P28626DEEPValidated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Basic Application Date 04/01/2006 Basic Application No. 06710217

EP Grant Publication Date 31/10/2012 EP Publication No. 1843743(B1)

Expiration Date 04/01/2026 Next Annuity 31/01/2018

Priority Country France Priority Date 07/01/2005

Priority No. 0500188

Patent: FORMULATION PHARMACEUTIQUE ADAPTEE POUR UNE France P28626FR00ADMINISTRATION PAR VOTE ORALE EN TERME DE GOUT, DECONSISTANCE ET DE DOSAGEPriority FoundingRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Diary:

Application Date 07/01/2005 Application No. FR0500188

Expiration Date 07/01/2025 Next Annuity 31/01/2018

Publication Date 14/07/2006 Publication No. FR2880539

Registration Date 22/05/2015 Registration No. FR2880539

Patent: ELECTRIC TABLET GRINDER

Validated after EPCRegistered/Granted

Applicant/Registrant

ECUPHAR NV / SA

France P28626FREP

Diary:

Basic Application Date 04/01/2006 Basic Application No. 06710217

EP Grant Publication Date 31/10/2012 EP Publication No. MIR(B1)

Expiration Date 04/01/2026 Next Annuity 31/01/2018

Priority Country France Priority Date 07/01/2005

Priority No. 0500188

Client List - Name No. Page 25 of 26

PONTISTRATEGIC INTELLECTUALPROPERTY SERVICES

Client List Printed: 08/06/2017

ECUPHAR NV / SA

Legeweg 157 Bus I

8020 OOSTKAMP

Belgium

Patent: ELECTRIC TABLET GRINDER

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

United Kingdom P28626GBEP

Diary:

Basic Application Date 04/01/2006 Basic Application No. 06710217

EP Grant Publication Date 31/10/2012 EP Publication No. 11.111/(B1)

Expiration Date 04/01/2026 Next Annuity 31/01/2018

Priority Country France Priority Date 07/01/2005

Priority No. 0500188

Patent: ELECTRIC TABLET GRINDER

Validated after EPC

Registered/Granted

Applicant/Registrant

ECUPHAR NV / SA

Netherlands P28626NLEP

Diary:

Basic Application Date 04/01/2006 Basic Application No. 06710217

EP Grant Publication Date 31/10/2012 EP Publication No. 11.1(B1)

Expiration Date 04/01/2026 Next Annuity 31/01/2018

Priority Country France Priority Date 07/01/2005

Priority No. 0500188

End of Client List

Client List - Name No. Page 26 of 26

SCHEDULE 7

Intellectual Property

Part B of Part 1 — TRADE MARKS

Mark

No.

0718034

Terr

itor

y

Benelux

Status 411111.

Regi

ster

ed

" Renewal Date

ACECOLON

March 6, 2022

ACEDERM

0351136

Benelux

Registered

April 19, 2018

ACEDINE

0337212

Benelux

Registered

December 30,

2015

ACEKET

0671099

Benelux

Registered

June 30, 2020

ACEKET

1051208

International

Registered

July

27, 2020

ACEPTOR (Stylized)

M0713029

Spain

Registered

May 8, 2023

ACTICAM

003313939

European Union

Registered

August 14, 2023

Acticarp

009166596

European Union

Registered

June 10, 2020

ACTIFUCIN

302633

Portugal

Registered

Febr

uary

10, 2025

ACTIFUCIN

M0414659

Spain

Registered

December 11, 2022

Actikor

009166489

European Union

Registered

June 10, 2020

1

014-3666-9000/1/EUROPE

Mark

Actimarbo

No.

Terr

itor

y...

..

European Union

Status

Registered

Renewal Date

June 10, 2020

009166687

ADITEC

M2505537

Spain

Registered

September 27, 2022

AKRALIS

DE302014025102

Germany

Regi

ster

edFe

brua

ry 20, 2024

AKT Q 10

0722177

Benelux

Registered

May 16, 2022

ALERCAPS (Stylized)

M2075955

Spain

Registered

Febr

uary

21, 2017

ALERCURE

213

895371

International

Registered

July

7, 2026

ALERCURE

M2695161

Spain

Registered

Febr

uary

16,

2026

ALERDROPS (Stylized)

M2075956

Spain

Registered

Febr

uary

21, 2017

ALFIDA

003856143

European Union

Registered

June 3, 2024

ALFIDA

LABORATORIOS DEL

DR. ESTEVE, S.A.

M0346229

Spain

Registered

March 13, 2019

2

014-3666-9000/1/EUROPE

AMIFOR

0722178

Benelux

Registered

May 16, 2022

ANIMAMED

0758726

Benelux

Registered

July

15, 2024

ANISANE

0645528

Benelux

Registered

January 28, 2019

ANTHELMEX

0918538

Benelux

Registered

Apri

l 11, 2022

ANTHELMEX

DE302012024921

Germany

Registered

Apri

l 11, 2022

Aquadyl

009368259

European Union

Registered

September 10, 2020

ARCAVEN (St

yliz

ed)

M0712024

Spain

Registered

April 28, 2023

BIO-CANIN

0722179

Benelux

Registered

May 16, 2022

BOVICAGEL

0722180

Benelux

Registered

May 16, 2022

BOVITRICHON

DE302013051391

Germany

Registered

September 18, 2023

BOVITRICHON

DE302013051391

Germany

Registered

September 18, 2023

BRONTIS

DE30503173

Germany

Registered

January 20, 2025

BUCACAT

002939288

European Union

Registered

November 20, 2022

BUCADOG

003216744

European Union

Registered

June 6, 2023

3

014-3666-9000/1/EUROPE

Mark

No.

Territory

Status

Renewal Date

CANIDOR

0441471

Bene

lux

Registered

March 10,

2018

CANIQUANTEL

F123592

Greece

Expired

N/A

Cani

quan

tel

637138

Inte

rnat

iona

lRegistered

Janu

ary 18

, 2025

CANIQUIN

004942851

European Uni

onRegistered

March 3, 2026

CANISTRESS

0464588

Bene

lux

Registered

August 31,

2019

CANIZYME

0724759

Benelux

Registered

July 24, 2022

CATLICIOUS

0859502

Bene

lux

Registered

February 23, 2019

CAVALESSE

1290074

Australia

Registered

Janu

ary 26, 2019

CAVALESSE

0852136

Benelux

Registered

October 15

, 2018

CAVALESSE

994344

Inte

rnat

iona

lRegistered

Janu

ary 26, 2019

CAVALESSE

3746998

Unit

ed States (F

eder

al)

Registered

January 26, 2019

Champion-HB-Forte

DE30057577

Germany

Registered

August 2, 2020

CHIRUVET

0991672

Bene

lux

Registered

March 8, 2026

CHIRUVET

1322716

Inte

rnat

iona

lRegistered

August 16,

2026

4

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

CICADERM

0722182

Benelux

Regi

ster

edMay 16, 2022

CLINADRY VET

0859505

Benelux

Registered

February 23, 2019

CLINADRY VET

1039041

International

Registered

April 6, 2020

CLINAGEL-VET

0703844

Benelux

Registered

December 4, 2021

CLINAGEL-VET

783371

International

Regi

ster

edJune 3, 2022

CLINAGEL-VET

783371

International

Registered

June 3, 2022

CLINARACT VET

0859504

Benelux

Registered

Febr

uary

23, 2019

CLINIVET (Stylized)

M1997515

Spain

Registered

November 22, 2025

COCCIDEX

0858771

Benelux

Registered

Febr

uary

16, 2019

COCCITOTAL

M2793313

Spain

Regi

ster

edOctober 5, 2017

COLOSTRIVAL

0722183

Benelux

Registered

May 16, 2022

CONDIVIT

0722184

Benelux

Registered

May 16, 2022

CONDIVIT C PLUS

0722185

Benelux

Registered

May 16, 2022

5

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

CONODERM

741019

Inte

rnat

iona

lRegistered

August 14,

2020

CONODERM (St

yliz

ed)

M2291227

Spain

Registered

February 16,

2020

CONOMAX

M2241978

Spai

nRegistered

June 18,

2019

COXANIN

0680242

Bene

lux

Registered

May 31,

2020

CUNITOTAL

LABORATORIOS DEL

DR. ESTEVE, S.A

.

M0707748

Spai

nRegistered

March 24, 2023

DANIDOL

717428

Inte

rnat

iona

lRegistered

July 29, 2019

DANIDOL

M2212931

Spai

nRegistered

February 10,

2019

DANIDOL

M2212931

Spai

nRegistered

February 10,

2019

DANILON

35062

Ando

rra

Registered

December 1, 2017

DANILON

011425171

European Uni

onRegistered

December 14,

2022

DANILON

668187

Inte

rnat

iona

lRegistered

February 5, 2017

DANILON

211409

Ireland

Registered

July 28, 2018

DANILON

2P-417140

Switzerland

Registered

November 19,

2023

6

014-3666-9000/1/EUROPE

DANILON

2P-417140

Switzerland

Registered

November 19, 2023

DERMAVET

0722186

Benelux

Registered

May 16, 2022

DERMAZYME

003892692

European Union

Registered

June 21, 2024

DERMOCANIS

631088

International

Registered

December 19, 2024

DERMOCANIS

811484

International

Registered

September 26, 2023

DERMOCANIS

209815

Irel

and

Registered

July

28, 2018

DERMOCANIS

297621

Portugal

Registered

October 3, 2024

DERMOCANIS

M1778082

Spain

Regi

ster

edAugust 27, 2023

DERMOCANIS

M1778083

Spain

Registered

August 27, 2023

DERMOCANIS

M2542010

Spain

Registered

May 22, 2023

DERMOCRIN (Stylized)

M2058366

Spain

Registered

November 18, 2026

DERMOFELIS

811629

International

Registered

September 26, 2023

DERMOFELIS

297622

Portugal

Registered

October 3, 2024

DERMOFELIS

M1778079

Spain

Registered

August 27, 2023

7

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

y,

—Status

Renewal Date

August 27, 2023

DERMOFELIS

M1778080

Spain

Registered

DERMOFELIS

M1778080

Spain

Registered

August 27, 2023

Design Only

000610964

European Union

Registered

August 8, 2017

DESINTOTAL

M2797067

Spain

Pending

N/A

DINALGEN

002438216

European Union

Registered

November 5, 2021

DINALGEN

M2214783

Spain

Registered

Febr

uary

18, 2019

DOGLICIOUS

0859501

Benelux

Registered

Febr

uary

23, 2019

DOX

411633

Portugal

Registered

June 12, 2017

ECTOCANIS

M2744916

Spain

Registered

December 12, 2026

ECTOGUARD

M2744922

Spain

Registered

December 12, 2026

ECTOKILL

001404300

European Union

Registered

November 30, 2019

8

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

ECUCHOL

0722187

Bene

lux

Registered

May 16, 2022

ECU-KETAMINE 10%

0859503

Benelux

Registered

February 23, 2019

ECUPHAR

0854456

Benelux

Registered

November 21, 2018

ECUPHAR

1025617

Inte

rnat

iona

lRegistered

November 27, 2019

ECUPREN

015164312

European Uni

onRegistered

February 28, 2026

ECUPREN

M2709952

Spain

Registered

May 9, 2026

ECUscrub

0918731

Benelux

Registered

April 17, 2022

ECUTAN

0646277

Bene

lux

Registered

January 25, 2019

ECUVIT CANINE

0722208

Bene

lux

Registered

May 16, 2022

ECUVIT FELINE

0722209

Bene

lux

Registered

May 16, 2022

EDERAL (S

tylized)

M0248463

Spain

Registered

June 20, 2021

ELECTREFF

0722188

Bene

lux

Registered

May 16, 2022

ELEKTROS

0722189

Benelux

Registered

May 16, 2022

9

014-3666-9000/1/EUROPE

Mark

No.

Territory

Status

Renewal Date

ENTEROPULVIS

0722191

Bene

lux

Registered

May 16, 2022

ENURACE

1006277

Inte

rnat

iona

lRegistered

May 15, 2019

ENURACE

925762

Inte

rnat

iona

lRegistered

April 17

, 2017

Equi

-Dol

an008935421

European Uni

onRegistered

March 8, 2020

EQUIPHARMA

0846282

Bene

lux

Registered

June 19,

2018

EQUIPHARMA

1009574

Inte

rnat

iona

lRegistered

March 17,

2019

EQUIZYME

0464210

Bene

lux

Registered

March 13,

2019

EQUIZYME

594703

Inte

rnat

iona

lRegistered

November 17,

2022

ESTEMISOL 150

M1760821

Spain

Registered

May 11,

2023

FELIZYME

0724758

Bene

lux

Registered

July 24, 2022

FERRODAQ (St

yliz

ed)

M2390776

Spain

Registered

March 20, 2021

FLOGIMINT

0722192

Bene

lux

Registered

May 16,

2022

FLOGIPI

0448354

Bene

lux

Registered

March 10,

2018

FLUDAZOL

M2807686

Spai

nPending

N/A

10

014-3666-9000/1/EUROPE

Mark

No.

0709061

Territory

Bene

lux

Status

Registered

Renewal Date

May 16, 2022

GLUCOLYTE

HEMO 141

M3531672

Spain

Registered

October21, 2024

HEMOSOW

M2040301

Spain

Registered

July 18,

2026

HEMOSOW

M2040302

Spain

Registered

July 18,

2026

HEPAPROTECT

DE30354750

Germany

Registered

October21, 2023

HIDRAHORSE

000847186

European Uni

onRegistered

June 10,

2018

HIPPOPLASINE

0474493

Bene

lux

Registered

March 16,

2020

HIPPOSPIROS

0722193

Bene

lux

Registered

May 16, 2022

HIPPOTRICHON

DE30169872

Germany

Registered

December 6, 2021

KETOLIN

0722195

Bene

lux

Registered

May 16, 2022

Kinoplast

DE30057549

Germany

Registered

August 2, 2020

LAESIDINE

0452414

Bene

lux

Registered

December 2, 2018

LAPIZYME

003112042

European Uni

onRegistered

March 28, 2023

LAXANORM

0964698

Bene

lux

Registered

October 30

, 2024

11

014-3666-9000/1/EUROPE

Mark

No.

Territory

Status

Renewal Date

LEISCAN

010308492

European Union

Registered

October 3,

2021

LEISCAN

968853

Inte

rnat

iona

lRegistered

May 6, 2018

LEISCAN

M2807739

Spain

Registered

Janu

ary 10

, 2018

LEISGUARD

004504528

European Uni

onRegistered

July 20, 2025

LEISHIELD

006457824

European Uni

onRegistered

November 22, 2017

LEISPRO

010592731

European Uni

onRegistered

January 26, 2022

LEISVAC

M3022428

Spain

Registered

March 15,

2022

LINCOPHAR

014448815

European Uni

onRegistered

August 6, 2025

LINCOSOL

M3551234

Spain

Registered

March 4, 2025

LUBRIGEL

0722210

Bene

lux

Registered

May 16, 2022

MAXICAM

M2999600

Spain

Registered

September 27, 2021

MAXIMATE

M3040991

Spain

Registered

August 1, 2022

MAXIMUNE

M2636973

Spain

Registered

February 17,

2025

MAXIVAC

887093

Inte

rnat

iona

lRegistered

March 23, 2026

12

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

MAXIVAC

M2636972

Spain

Registered

February 17,

2025

MEDICABON

003842093

European Uni

onRegistered

May 18, 2024

MICOSTOP

M3036883

Spain

Pending

N/A

Mikr

oder

mDE30060749

Germany

Registered

August 14,

2020

MUSCANET (Stylized)

M2074535

Spai

nRegistered

February 17,

2017

MYCOGUARD

011901485

European Uni

onRegistered

June 14,

2023

NEOMECTIN

M2939060

Spain

Registered

July 12,

2020

nec

NIQIECTIN

0001421715

Italy

Registered

July 30,

2020

NITROSAN VET

006039234

European Union

Registered

June 26, 2017

NORMAGINA (St

yliz

ed)

M0168291

Spai

nRegistered

July 12,

2025

NUTROCANIS

297623

Portugal

Registered

October 4, 2024

NUTROFELIS

297624

Portugal

Registered

October 4, 2024

13

014-3666-9000/1/EUROPE

Mark

No.

Territory

Status

Renewal Date

O.R.-ACE

0574047

Bene

lux

Registered

November 8, 2025

O.R.

S.0885379

Benelux

Registered

July 2, 2020

OMNIPET

DE39545845

Germany

Registered

November 11,

2025

OPTICORN

0722197

Benelux

Registered

May 16,

2022

OPTISEPTYL

0722211

Bene

lux

Registered

May 16, 2022

ORLEN CANINE

0722212

Benelux

Registered

May 16, 2022

ORNIS

le

tI C. N

(12)3925572

France

Registered

June 8, 2022

ORNIS and Design

0873423

Benelux

Registered

December 1, 2019

ORNIS and Design

r ..

770879

Inte

rnat

iona

lRegistered

November 27, 2021

14

014-3666-9000/1/EUROPE

OROZYME

840767170

Brazil

Pending

N/A

OROZYME

TMA732977

Canada

Registered

January 22, 2024

OROZYME

003585668

European Union

Registered

December 16, 2023

OROZYME

1329221

International

Registered

October 28, 2026

OTOCLEAN

996831

Australia

Registered

October 9, 2020

OTOCLEAN

TMA627265

Canada

Registered

December 2, 2019

OTOCLEAN

M2311631

Esto

nia

Registered

October 9, 2020

OTOCLEAN

744480

International

Registered

October 9, 2020

OTOCLEAN

0744480

Ireland

Registered

Febr

uary

11, 2022

OTOCLEAN

2003/21280

South Africa

Registered

December 3, 2023

OTOCLEAN

2003/21280

South Africa

Registered

December 3, 2023

15

014-3666-9000/1/EUROPE

Mark

VIIlinfi

No.

2004 02544

Terr

itor

y

Turkey

Status

Registered

Renewal Date

February

11,

2024

otoclean

Al4(

1

4 I V

OTOCLEAN (Stylized)

M2311631

Spai

nRegistered

April 27, 2020

OTOCLEAN and Design

OTOCLEAN

1-1-/9-

.%,

791121

Inte

rnat

iona

lRegistered

September 17,

2022

Otoclean and Design

MI I r

811593

Inte

rnat

iona

lRegistered

September 17,

2023

OTOFARM

528767

Portugal

Registered

Janu

ary 11

, 2024

OTOFARM

M3506620

Spain

Registered

April 10

, 2024

16

014-3666-9000/1/EUROPE

Mark

No.

Territory

Status

Renewal Date

OTOZYME

0723211

Benelux

Regi

ster

edJu

ly 23, 2022

OVITELMIN

LABORATORIOS DEL

DR. ESTEVE, S.A.

M0854848

Spain

Regi

ster

edJu

ly 29, 2017

OXAZEN

DE39928069

Germany

Regi

ster

edMay 15, 2029

PAINLESS

DE30414012

Germany

Regi

ster

edMarch 10, 2024

PANALGEN

010680916

European Union

Regi

ster

edFebruary 28, 2022

PECLAN

0722214

Benelux

Regi

ster

edMay 16, 2022

PERMINT

DE302014025104

Germany

Registered

Febr

uary

20, 2024

PERNATIN

DE39642453

Germany

Registered

September 28, 2026

PHENYLBUTARIEM

DE302008000674

Germany

Registered

January 7, 2028

PIJOSAN

0858878

Benelux

Registered

February 16, 2019

PIOCURE

899705

International

Registered

August 10, 2026

PIOCURE

M2695146

Spain

Registered

February

16,

2026

PORCICOX

DE302014022945

Germany

Regi

ster

edFe

brua

ry 4, 2024

17

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

PORCICOX

M3108623

Spain

Pending

N/A

POVIDERM

0722199

Benelux

Registered

May 16,

2022

PRE COLOSTIM

0881652

Benelux

Registered

April 28, 2020

PROCEL

DE30414011

Germany

Registered

March 10,

2024

PROMAVIC

417661

Portugal

Registered

April 10

, 2017

PROMAVIC

M2779975

Spai

nPending

N/A

PROMOPORC

417662

Portugal

Registered

May 12,

2017

PROMOPORC

M2779977

Spain

Pending

N/A

PROSTIX

LABORATORIOS DEL

DR. ESTEVE, S. A.

BARCELONA

M1300977

Spai

nRegistered

February 9, 2019

PULVIREX

0623179

Benelux

Registered

December 22, 2017

PUPPYLAC

0722200

Benelux

Registered

May 16,

2022

QUIROFARM

008895286

European Uni

onRegistered

February 19, 2020

18

014-3666-9000/1/EUROPE

Mark

No.

466384

Territory

Portugal

Status

Registered

Renewal Date

Janu

ary 30

, 2020

REPROMASTER

REPROMASTER

M2929381

Spai

nRegistered

May 10,

2020

RIKA-CARE

DE302013062296

Germany

Registered

December 6, 2023

RIKA-VACC

DE302014047217

Germany

IRegistered

May 14,

2024

Rivac

DE30063311

Germany

Registered

August 23, 2020

ROLLNET (Stylized)

M2399811

Spain

Registered

May 11,

2021

SALMOSTOP

M3036882

Spai

nPending

N/A

Sanitas

DE30007608

Germany

Registered

February 2, 2020

SEBAZOL

0722215

Bene

lux

Registered

May 16,

2022

SFROCURF

SiNCE

895372

Inte

rnat

iona

lRegistered

July 7, 2026

SEBOCURE

M2695138

Spai

nRegistered

February

16,

2026

19

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

Sekr

olyt

DE30057602

Germany

Registered

August 2, 2020

SELEVIT E

0722202

Benelux

Registered

May 16, 2022

SORCHOL

0722203

Benelux

Registered

May 16, 2022

STIMLORE

0722204

Benelux

Registered

May 16, 2022

SUir-PNI stla

ti855589

International

Registered

June 13, 2025

TACRODERM

008852295

European Union

Registered

Febr

uary

2, 2020

TACROMUNE

008851396

European Union

Registered

Febr

uary

2, 2020

TASTY PILL

003648631

European Union

Registered

Febr

uary

5, 2024

TELPUPPY

M2807685

Spain

Registered

January 10, 2018

TOXISTOP

501600

Portugal

Registered

March 17, 2022

TOXISTOP

M3036884

Spain

Pending

N/A

TRANSEQUIN

DE302014025105

Germany

Registered

Febr

uary

20, 2024

20

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

TRIBACTINA

LABORATORIOS DEL

DR. ESTEVE, S.A

.

M0778380

Spain

Registered

Janu

ary 30

, 2025

TRILECTROL

0722205

Bene

lux

Registered

May 16,

2022

ULCEDOG

DE302014025107

Germany

Registered

February 20, 2024

Ulce

quin

DE30061584

Germany

Registered

August 17,

2020

URTINOL (S

tylized)

M0713584

Spain

Registered

May 11,

2023

VECTIMAX

16384372

European Uni

onPending

N/A

VECTIMAX

1121E

926301

Inte

rnat

iona

lRegistered

April 16

, 2017

VECTIMAX

M2711245

Spai

nRegistered

May 15, 2026

VERMOVIN

1207814

Inte

rnat

iona

lRegistered

February 17,

2024

VERMOVIN

M3102663

Spain

Pending

N/A

VET - CLEAN

0722207

Benelux

Registered

May 16,

2022

21

014-3666-9000/1/EUROPE

Mark

No.

Terr

itor

yStatus

Renewal Date

VET ACADEMY

M3023985

Spain

Pending

N/A

WORMAX

783293

International

Regi

ster

edMay 31, 2022

WORMAX

421766

Portugal

Regi

ster

edFebruary 22, 2018

WORMAX (Stylized)

M2442684

Spain

Regi

ster

edDecember 12, 2021

XYLARIEM

DE30533041

Germany

Regi

ster

edJune 7, 2025

ZOSELEN

M0610649

Spain

Registered

March 4, 2020

22

014-3666-9000/1/EUROPE

EXECUTION VERSION

SCHEDULE 8

Tax

[See separate Schedule]

84

014-3633-8140/7/EUROPE

SCHEDULE 8TAX

1 DEFINITIONS

In this Schedule the following words and expressions (except where the contextotherwise requires) have the following meanings:

"Accounting Period" means any period by reference to which any income, profits orgains, or any other amounts relevant for the purposes of Tax, are measured ordetermined.

"Actual Tax Liability" means any liability of the Target to make a payment of or inrespect of Tax.

"Auditors" means the auditors for the time being of the Target.

"Buyer's Relevant Person" means any company, body corporate, partnership orindividual which either is or becomes after Completion, or has within the six yearsending at Completion, been treated for relevant Tax purposes as being a member ofthe same group of companies as the Buyer or otherwise connected or associated inany way with the Buyer.

"Buyer's Relief" means:

(a) any Relief arising to the Buyer or any member of the Buyer's Group otherthan the Target; and

(b) any Relief arising in the ordinary course of business to the Target in respectof, or by reference to, an Event occurring after the Locked Box Date or arisingto the Target in respect of an Event occurring after Completion,

in each case excluding any Corresponding Relief.

"Claim for Tax" means any assessment (including a self-assessment), return,notice, demand, letter or other document prepared, submitted or issued by or onbehalf of, or any action taken by or on behalf of, any person (including the Target),authority (including any Tax Authority) or body from which it appears that a TaxLiability may be suffered by or may be imposed on the Target, being a Tax Liabilityfor which the Majority Shareholders are or may be liable under the Tax Covenant orfor a breach of any of the Tax Warranties.

"Corresponding Relief" means any Relief which would not have arisen but for aTax Liability or other matter in respect of which the Majority Shareholders have madea payment under the Tax Covenant or for breach of any of the Tax Warranties(including without limitation in circumstances where a Tax Liability arises because adeduction or other Relief assumed to be available in preparing the Locked BoxAccounts is in fact available only in a subsequent period or periods).

"Disclosed ManCo Arrangements" means arrangements pursuant to which eachindividual listed in column 1 of the Appendix provides or provided services to theTarget under a contract of services between the Target and the company (or

014-3667-9923/2/EUROPE

companies) listed in column 2 of the Appendix opposite such individual's name, suchindividual being the director or representative of such company (or companies).

"Effective Tax Liability" has the meaning given to it in paragraph 2.2.

"Event" means any event, transaction, act, failure or omission including but notlimited to the execution and performance of this agreement, Completion, anydistribution, acquisition, disposal, transfer, payment, loan or advance, the expiry ofany time period, becoming or ceasing to be a member of any group or partnership orany other association, death, any change in the residence of any person for Taxpurposes and the earning, receipt or accrual for any Tax purpose of any income,profits or gains.

"Overprovision" means, applying the accounting policies, principles and practicesadopted in relation to the preparation of the Locked Box Accounts, the amount bywhich any contingency or provision for Tax (excluding any provision for deferred Tax)contained in the Locked Box Accounts proves to be an over provision.

"Relief" means:

(a) any loss, allowance, credit, relief, deduction, exemption or set-off from oragainst or in respect of Tax; or

(b) any right to a repayment of Tax.

"Shareholders' Relevant Person" means (a) any company (other than the Target),body corporate, partnership or individual which either is or becomes afterCompletion, or has within the six years ending at Completion, been treated forrelevant Tax purposes as being connected or associated in any way with anyMajority Shareholder; and (b) any company (other than the Target), body corporate,partnership or individual either is, or has within the six years ending at Completionbeen, treated for relevant Tax purposes as being a member of the same group ofcompanies as the Target or otherwise connected or associated in any way with theTarget.

"Sellers' Relief" means any Relief other than a Buyer's Relief.

"Tax" means all forms of tax, charge, duty, impost, tariff, withholding, deduction,rate, levy and governmental charge (whether national or local) in the nature of taxwhenever and wherever created, enacted or imposed, and any amount payable toany Tax Authority as a result of any enactment relating to tax, together with allrelated fines, penalties, interest and surcharges.

"Tax Authority" means any statutory, governmental or other authority or body(whether in the United Kingdom or elsewhere) competent to impose any Tax Liability,or collect or administer Tax.

"Tax Covenant" means the covenant set out in paragraph 4.

"Tax Liability" means an Actual Tax Liability or an Effective Tax Liability.

"Tax Statutes" means any primary or secondary statute, instrument, enactment,order, law, by-law or regulation making any provision for or in relation to Tax.

2

014-3667-9923/2/EUROPE

"Tax Warranties" means the warranties set out in paragraph 3 and "Tax Warranty"means any of them.

"VAT" means value added tax and any similar sales or turnover tax.

2 INTERPRETATION

2.1 In this Schedule "the Target" includes, in addition to the Target, each and everySubsidiary with the intent and effect that the provisions of this Schedule shall apply toand be given in respect of each Subsidiary as well as the Target.

2.2 In this Schedule "Effective Tax Liability" means the utilisation or set-off in whole or inpart of any Buyer's Relief (including a Buyer's Relief surrendered to the Target byanother company) against any Tax or against income, profits or gains incircumstances where but for that utilisation or set-off an Actual Tax Liability wouldhave arisen for which the Buyer would have been able to make a claim under the TaxCovenant and the value of such Effective Tax Liability for the purposes of the TaxCovenant is the amount of Tax that is or becomes payable but that would not havebeen payable but for that utilisation or set-off.

2.3 Reference in this Schedule to an Event occurring, or to income, profits or gainsearned, accrued or received, on or before Completion includes Events, or income,profits or gains, which are deemed to occur or to be earned, accrued or received onor before Completion for any Tax purpose.

2.4 Without limiting the generality of the expression, reference in this Schedule toanything "in the ordinary course of business" does not include:

(a) the creation, cancellation or reorganisation of any share or loan capital or anycompany becoming or ceasing to be a member of a group of companies forany Tax purpose; and

(b) any Event which constitutes Leakage.

2.5 In this Schedule:

(a) for the purposes of determining whether:

(i) a Tax Liability or Relief has arisen; or

(ii) the Target is or becomes entitled to a right to repayment or receivesan actual repayment of Tax,

in either case, in respect of a period ending on or before Completion or inrespect of a period commencing after Completion, an Accounting Period ofthe Target shall be deemed to have ended on Completion; and

(b) for the purposes of determining whether an Event has occurred on or beforeCompletion or after Completion, an Accounting Period of the Target shall bedeemed to have ended on Completion.

3

014-3667-9923/2/EUROPE

3 TAX WARRANTIES

3.1 Administration

(a) In the last four years, the Target has duly paid all Tax which it has becomeliable to pay or for which it has become liable to account and which was dueprior to the date hereof and is under no liability (and has not within the fouryears prior to the date of this agreement been liable) to pay any materialpenalty, fine, surcharge or interest in respect of Tax.

(b) All computations and returns which were required by law to be made by theTarget for any Tax purpose have been made and, so far as the MajorityShareholders are aware, were and remain correct and complete in all materialrespects and were made on a proper basis and the Target has provided allinformation required to be provided under the Tax Statutes or pursuant to anynotice served under them.

(c) The Target has maintained and has in its possession or under its control allrecords and documentation which it is required by any of the Tax Statutes tomaintain.

(d) No Tax Authority has in the last four years agreed to operate any specialarrangement (being an arrangement which is not based on relevantlegislation) in relation to the Target's affairs.

(e) The Target is not involved in any material current dispute with any TaxAuthority and the Target has not in the last four years been subject to anyinvestigation or non-routine audit or visit by any Tax Authority. So far as theMajority Shareholders are aware, in relation to the Target there is no plannedinvestigation or non-routine audit or visit by any Tax Authority.

3.2 Status of the target

The Target is and has always been resident for tax purposes solely in the jurisdictionin which it was incorporated for Tax purposes.

3.3 Corporate tax — profits and losses

Since the Locked Box Accounts Date, the Target has not been involved in anytransaction which has given or may give rise to any liability to Tax (or would or mayhave given rise to a liability to Tax but for the availability of a Relief) other than Taxarising from transactions entered into in the ordinary course of business of theTarget.

3.4 Stamp duty etc

The Target has paid in full all applicable stamp duty and other documentary, transferor registration duties in respect of instruments (other than those which have ceasedto have any legal effect) which establish or are necessary to establish the title of theTarget to any material asset and all such instruments have been duly stamped orregistered.

3.5 Value added tax

4

014-3667-9923/2/EUROPE

(a) For the purposes of this paragraph 3.5 the expression "VAT legislation"means any relevant enactments in relation to VAT and all notices, provisionsand conditions made or issued thereunder including the terms of anyagreement reached with any relevant Tax Authority.

(b) In relation to the Target:

(i) it is registered for the purposes of VAT, has been so registered at alltimes in the last four years that it has been required to be registeredby VAT legislation, and such registration is not subject to anyconditions imposed by or agreed with the relevant Tax Authority whichhave not been complied with; and

(ii) it has in the last four years complied fully with and observed in allmaterial respects the terms of VAT legislation.

3.6 Anti-avoidance

(a) The Target has not been party to any contract or arrangement the principalpurpose of which or one of the principal purposes of which was an avoidanceor reduction of Tax.

3.7 Taxation of employees and agents

(a) In the last four years, the Target has properly complied with all its Taxobligations relating to the payment of its staff, in particular making suchdeductions and payments of Tax as required by law from all payments ofremuneration to or treated as made to employees, former employees, officersand former officers of the Target.

(b) Other than payments made under any Disclosed ManCo Arrangements, anypayment of remuneration made in the last four years to or for the direct orindirect benefit of any person who is, or is regarded by any Tax Authority as,an employee of the Target for any Tax purpose has been made to suchperson directly and has not been made to any company associated with thatperson.

(c) The Target has not granted any right over or in respect of any shares or othersecurities of the Target, or been party to any arrangement in connection withthe grant of any such right, to any employee or officer or former employee orofficer of the Target.

4 TAX COVENANT

4.1 Subject as provided in this Schedule each of the Majority Shareholders severallycovenants with and undertakes to the Buyer to pay to the Buyer an amount equal to50% of:

(a) any Actual Tax Liability which has arisen or arises, whether before, on or afterCompletion, in respect of or by reference to an Event occurring on or beforeCompletion;

(b) the value of any Effective Tax Liability;

5

014-3667-9923/2/EUROPE

(c) any liability of the Target to make a payment in respect of Tax or of anamount equal to any Tax to any person pursuant to the deed of tax covenantdated 16 November 2016 between Ecuphar NV, Swedencare AB (pub) andEcuphar Limited (the "Ecuphar Limited Tax Deed") or for breach of any ofthe Taxation Warranties (as defined in the Ecuphar Limited Tax Deed); and

(d) any Actual Tax Liability which has arisen or arises in respect of any periodfalling prior to Completion insofar as such Actual Tax Liability arises from theadjustment of any provision between the Target and its counterparties for Taxpurposes pursuant to the application of transfer pricing legislation orregulations by any Tax Authority or from the imposition of penalties for afailure to prepare or maintain formal transfer pricing documentation inaccordance with the Tax Statutes.

4.2 The covenant contained in paragraph 4.1 shall extend to all reasonable costs andexpenses incurred by the Buyer or the Target in relation to a successful claim madeunder paragraph 4.1 or in relation to the subject matter of such claim, including intaking action contemplated by paragraph 7.

4.3 For the avoidance of doubt, paragraph 4.1 above shall not apply to any Tax Liabilityarising in respect of or by reference to any income, profits or gains earned, accruedor received after Completion (whether or not as a result of an Event which occurredon or before Completion), or any other Event occurring after Completion.

5 LIMITATIONS

5.1 The Majority Shareholders shall not be liable under the Tax Covenant or pursuant toany claim for breach of any of the Tax Warranties to the extent that:

(a) provision, reserve or allowance was made for that liability in the Locked BoxAccounts or the liability otherwise had the effect of reducing net assets in theLocked Box Accounts; or

(b) that liability was paid or discharged on or before the Locked Box Date or thepayment or discharge of that liability has been taken into account in, orassumed to have occurred in the preparation of, the Locked Box Accounts; or

(c) the liability arises in respect of, by reference to or in consequence of:

(i) any income, profits or gains earned, accrued or received in respect ofthe period between the Locked Box Date and Completion either: (A) inthe ordinary course of business of the Target to which the liabilityrelates; or (B) to the extent that the Target retains the benefit of suchincome, profit or gain at Completion; or (C) to the extent that suchincome, profit or gain has been expended in the ordinary course ofbusiness of the Target; or

(ii) any other Event occurring between the Locked Box Date andCompletion in the ordinary course of business of the Target to whichthe liability relates; or

(d) the liability would not have arisen but for any act, omission or transactioncarried out or effected by any of the Buyer, the Target or any other person

6

014-3667-9923/2/EUROPE

connected with any of them (other than any of the Sellers), at any time afterCompletion but excluding any act, omission or transaction:

(i) carried out or effected pursuant to a legally binding obligation of theTarget entered into prior to Completion; or

(ii) carried out or effected pursuant to an obligation imposed by any law orany regulation or requirement having the force of law; or

(iii) taking place with the written consent of the Majority Shareholders(provided such consent is expressly stated to be for the purpose ofthis paragraph 5.1(d)) or pursuant to this agreement or any documentexecuted by the Majority Shareholders pursuant to this agreement; or

(iv) occurring in the ordinary course of business of the Target as carriedon at Completion; or

(e) any Sellers' Relief is available to the Target to set against or otherwisemitigate the liability in question; or

(f) the liability arises or is increased as a result of any change in law (or achange in interpretation on the basis of case law), regulation, directive orrequirement, or the published practice of any Tax Authority, occurring afterthe date of this agreement or as a result of any change in rates of Tax madeafter the date of this agreement; or

(g) the liability arises or is increased as a result of (i) any change afterCompletion in the length of any Accounting Period of the Target, or (ii) anychange in the bases, methods or policies of accounting or any Tax reportingpractice of the Target except where that change is made to comply withgenerally accepted accounting practice, the published practice of any TaxAuthority or the law in force and applicable to the Target immediately prior toCompletion; or

(h) the liability arises in respect of, by reference to or in consequence of anyLeakage in breach of the undertaking in clause 7.1 of this agreement or ofany Permitted Payment; or

(i) the liability comprises interest or penalties arising by virtue of anunderpayment of Tax prior to Completion, insofar as such underpaymentwould not have been an underpayment but for a bona fide estimate madeprior to Completion of the amount of income, profits or gains to be earned,accrued or received after Completion proving to be incorrect; or

(j) the liability arises as a result of the Target failing to submit the returns andcomputations required to be made by it or not submitting such returns andcomputations within the appropriate time limits or submitting such returns andcomputations otherwise than on a proper basis, in each case afterCompletion save where such failure occurs as a result of the MajorityShareholders requesting such action pursuant to paragraph 7; or

(k) the liability arises as a result of the failure of the Buyer to comply with any ofits obligations contained in paragraph 6.1, 7 or 15; or

7

014-3667-9923/2/EUROPE

(I) the liability would not have arisen but for:

(m)

(i) the making of a claim, election, surrender or disclaimer, the giving of anotice or consent, or the doing of any other thing under the TaxStatutes, in each case after Completion and by the Buyer, the Targetor any person connected with any of them (other than any of theSellers) where the making, giving or doing of which was not taken intoaccount in the preparation of the Locked Box Accounts; or

(ii) the failure or omission on the part of the Target after Completion tomake any such valid claim, election, surrender or disclaimer, or to giveany such notice or consent or to do any other such thing incircumstances where the making, giving or doing of which was takeninto account in the preparation of the Locked Box Accounts; or

the liability is a liability to Tax comprising interest, penalties, charges or costsin so far as attributable to the unreasonable delay or default of the Buyer orthe Target after Completion.

6 DURATION AND EXTENT

6.1 The Majority Shareholders shall not be liable under the Tax Covenant or for breachof any of the Tax Warranties unless the Buyer has given written notice of the claimrelating to that liability to the Majority Shareholders in accordance with paragraph 7.1of this Schedule within four years of Completion.

6.2 For the avoidance of doubt Schedule 9 of this agreement shall apply in respect ofany liability of the Majority Shareholders under the Tax Covenant or for breach of anyof the Tax Warranties to the extent that the provisions of that Schedule areexpressed to apply to this Schedule.

7 CONDUCT OF CLAIMS

7.1 If the Buyer or the Target becomes aware of a Claim for Tax or other matter whichcould result in a liability for the Majority Shareholders under the Tax Covenant or forbreach of any of the Tax Warranties, the Buyer shall or shall procure that the Targetshall give written notice of that Claim for Tax or matter (including to the extentavailable reasonably sufficient details of such Claim for Tax or matter, the due datefor any payment and the time limits for any appeal, and so far as practicable theamount involved) to the Majority Shareholders as soon as reasonably practicable andin any event not more than 15 days after the Buyer or the Target becomes aware ofsuch Claim for Tax or matter (provided that failure to deliver that notice within thattime frame shall not restrict the ability of the Buyer to make a claim against theMajority Shareholders under the Tax Covenant or for breach of any of the TaxWarranties, save to the extent that such failure increases the relevant Tax Liability).

7.2 Subject to this paragraph 7.2 and paragraphs 7.3 to 7.7, the Buyer shall or shallprocure that the Target shall take any action to dispute, resist, appeal, compromiseor contest any Claim for Tax or other matter which could give rise to a liability for theMajority Shareholders under the Tax Warranties or the Tax Covenant, and anyadjudication in respect thereof, as the Majority Shareholders may reasonably requestin writing provided that:

8

014-3667-9923/2/EUROPE

(a) neither the Buyer nor the Target shall be required to delegate the conduct ofthat action to the Majority Shareholders or any professional agent or adviserof the Majority Shareholders;

(b) the Buyer shall not be obliged to take or procure that the Target takes thataction unless the Majority Shareholders have first indemnified the Buyer andthe Target to their reasonable satisfaction against any reasonable liabilities,costs or expenses (including additional Tax) which may be properly incurred;and

(c) neither the Buyer nor the Target shall be obliged by this paragraph 7.2 to takeany action nor procure any action is taken which would have a materialadverse effect on the Target's or the Buyer's future liability to Tax.

7.3 The Target shall not be obliged to comply with any request of the MajorityShareholders which involves contesting any Claim for Tax before any court, tribunalor other appellate body unless the Majority Shareholders obtain (at their cost andexpense) the written opinion of counsel of at least ten years' call that such contest isreasonable having regard to the chances of success and the amount of the Claim forTax in question.

7.4 The Majority Shareholders shall be kept fully informed of any actual or proposeddevelopments and shall be provided with copies of all material correspondence anddocumentation relating to any Claim for Tax, matter or action, and such otherinformation, assistance and access to records and personnel as they reasonablyrequire.

7.5 The Buyer shall procure that no Claim for Tax, action or issue in respect of which theMajority Shareholders could be required to make a payment under the Tax Covenantor for breach of any of the Tax Warranties is settled or otherwise compromisedwithout the Majority Shareholders' prior written consent, such consent not to beunreasonably withheld.

7.6 If a Claim for Tax relates to any matter which will, in the opinion of any MajorityShareholder (acting reasonably and in good faith), have a material adverse effect onthe Tax affairs of any Majority Shareholder or any Shareholders' Relevant Person,that Majority Shareholder shall notify the Buyer in writing of that opinion and theBuyer shall, and shall procure that the Target shall, consult with the MajorityShareholders in relation to the conduct of the matter and consider in good faith anyreasonable comments of the Majority Shareholders in relation to the matter.

7.7 In relation to any dispute in respect of a Claim for Tax where any meeting is to takeplace with a representative or representatives of any Tax Authority, the partyconducting the dispute shall provide the other party with reasonable advance noticeof the meeting together with an outline of the issues that it is anticipated will beaddressed, and the party not conducting the dispute shall be entitled to nominate aperson or persons to attend that meeting.

7.8 If within fourteen days of service of the notice under paragraph 7.1 the MajorityShareholders fail to notify the Buyer in writing of their intention to resist the Claim forTax or to request the Buyer to take any appropriate action the Buyer shall givewritten notice of its intention to take action to resist the relevant Claim for Tax to theMajority Shareholders and the Buyer shall then, subject to paragraph 7.5 above, be

9

014-3667-9923/2/EUROPE

free to procure that the Target takes the action as it may reasonably think fit andwithout the obligation to comply with paragraphs 7.4, 7.6 and 7.7, without prejudice toits rights and remedies under this Schedule.

8 DATE FOR PAYMENT

8.1 A payment to be made by the Majority Shareholders under the Tax Covenant shallbe made in cleared funds on the following dates:

(a) in the case of an amount in respect of an Actual Tax Liability on or before thelater of:

(i) ten Business Days after written demand for that payment; and

(ii) two Business Days before the date on which the Tax becomes finallydue to the Tax Authority demanding that amount;

(b) in the case of an amount in respect of an Effective Tax Liability on or beforethe later of:

(i) ten Business Days after written demand for that payment; and

(ii) two Business Days before the date or dates referred to in paragraph8.1(a)(ii) that applies to Tax which is or becomes payable to therelevant Tax Authority but which would not have been payable but forthe utilisation or set-off of the Buyer's Relief;

(c) in the case of an amount under paragraph 4.1(c), on or before the later of:

(i) ten Business Days after written demand for that payment; and

(ii) two Business Days before the date on which the relevant paymentfalls due for payment to the person entitled to receive it; and

(d) in the case of an amount under paragraph 4.2, on or before the later of thedate ten Business Days after the Buyer gives written notice of the costs andexpenses to the Majority Shareholders (together with reasonably sufficientevidence of such costs and expenses, including copies of invoices) and twoBusiness Days prior to the date when the Target becomes liable to pay orincur such costs and expenses.

9 WITHHOLDING, GROSS UP, RELIEFS AND VAT

9.1 All payments payable under this agreement or for breach of any of the Warranties,Tax Warranties or Buyer Warranties shall be made gross, free of any rights ofcounterclaim or set-off and without any deductions or withholdings of any nature savefor any deductions or withholdings required to be made by law or provided for in thisagreement.

9.2 If any deduction or withholding is required by law from any payment in respect of aSeller Obligation or a Buyer Obligation then, except in relation to interest, the payershall make that deduction or withholding and the sum due in respect of that paymentshall be increased to the extent necessary to ensure that after the making of the

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deduction or withholding the payee receives and retains (free of any liability inrespect of the deduction or withholding) a net sum equal to the sum which it wouldhave received and retained had no deduction or withholding been required to bemade.

9.3 If any payment in respect of a Seller Obligation or a Buyer Obligation is required bylaw to be subject to Tax in the hands of the payee then, except in relation to interest,the payer shall within ten Business Days of notice in writing being served on them bythe payee pay to the payee a further amount or amounts as shall ensure that the netamount received in respect of that payment after Tax is the same as it would havebeen had the payment not been subject to Tax.

9.4 To the extent that any deduction, withholding or Tax in respect of which an additionalamount has been paid under paragraphs 9.2 or 9.3 above results in the payee or anyof its Associates obtaining a Relief, the payee shall pay to the payer, within tenBusiness Days of obtaining and utilising the benefit of the Relief, an amount equal tothe lesser of the value of the Relief obtained and the additional sum paid underparagraphs 9.2 or 9.3.

9.5 All sums payable under or pursuant to this agreement are (unless expressly statedotherwise) exclusive of any applicable VAT. Where, under or pursuant to thisagreement, any party (the "Supplier") makes a supply to any other party (the"Recipient") for VAT purposes and the Supplier or an Associate of the Supplier isrequired to account for VAT in respect of that supply, the Recipient shall, subject tothe receipt of a valid VAT invoice, pay to the Supplier an amount equal to such VATin addition to and at the same time as any other consideration for that supply.

9.6 If any party (the "Paying Party") is required by this agreement to reimburse anotherparty (the "Payee Party") for any liability, cost or expense, the Paying Party shall alsoreimburse the Payee Party for any VAT incurred by the Payee Party (or any of itsAssociates) in respect of that liability, cost or expense, except to the extent that thePayee Party (or its Associate) is entitled to Relief in respect of that VAT.

10 CHOICE OF CLAIM

The Buyer shall in its absolute discretion decide whether to make a claim under theTax Covenant, for breach of any of the Tax Warranties or both.

11 OVERPROVISIONS

If on or before the fourth anniversary of Completion the Auditors certify (at therequest and reasonable expense of the Majority Shareholders) the existence andamount of an Overprovision then an amount equal to the Relevant Proportion of theamount of that Overprovision (the "Relevant Overprovision Amount") shall bedealt with in accordance with paragraph 11.2 provided that no account shall be takenof any Overprovision to the extent that it arises as a consequence of the utilisation ofany Buyer's Relief or any change in law after Completion.

11.2 Where it is certified under paragraph 11.1 that a Relevant Overprovision Amount hasarisen the Relevant Overprovision Amount is to be dealt with in accordance with thisparagraph 11.2:

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(a) the Relevant Overprovision Amount shall first be set off against any paymentthen due from the Majority Shareholders under the Tax Covenant and/or forbreach of any of the Tax Warranties;

(b) to the extent that there is an excess of the Relevant Overprovision Amountafter any amounts have been set off under paragraph 11.2(a), a refund shallbe made to the Majority Shareholders of any previous payment or paymentsmade by the Majority Shareholders under the Tax Covenant and/or for breachof any of the Tax Warranties and not previously refunded to the MajorityShareholders up to the amount of any excess; and

(c) to the extent that the excess referred to in paragraph 11.2(b) is not exhaustedunder that paragraph, the remainder of the excess shall be carried forwardand set off against any future payment or payments which become due fromthe Majority Shareholders under the Tax Covenant and/or for breach of any ofthe Tax Warranties.

11.3 Where any certification as is mentioned in paragraph 11.1 has been made, theMajority Shareholders or the Buyer or the Target may request that the Auditors of theTarget review (at the expense of the party so requesting) the certification in the lightof all relevant circumstances, including any facts which have become known onlysince the certification, and to certify whether the certification remains correct orwhether in the light of those circumstances the amount which was the subject of thecertification should be amended.

11.4 If the Auditors certify under paragraph 11.3 that an amount previously certified shouldbe amended, the amended amount shall be substituted for the purposes ofparagraph 11.2 as the Relevant Overprovision Amount in respect of the certificationin question in place of the amount originally certified, and the adjusting payment (ifany) as may be required by virtue of the above-mentioned substitution shall be madeas soon as practicable by the Majority Shareholders or (as the case may be) to theMajority Shareholders.

11.5 For the purposes of this paragraph, any Overprovision shall be determined withoutregard to any Tax Refund to which paragraph 12 applies or any sum orCorresponding Relief to which paragraph 13 applies.

12 TAX REFUNDS

12.1 If on or before the fourth anniversary of Completion the Buyer becomes aware of anyright to receive or actual receipt of any amount by way of repayment of Tax orinterest or fees on overpaid Tax, being an amount to which the Target is or becomesentitled or receives in respect of an Event occurring or period (or part period) fallingprior to the Locked Box Date, where or to the extent that such amount does not ariseas a consequence of the utilisation of any Buyer's Relief or any change in law afterCompletion, and is not a sum or Corresponding Relief to which paragraph 13 applies(a "Tax Refund"), it shall promptly notify the Majority Shareholders. The Buyer shalltake (or shall procure that the Target takes) such action as the Majority Shareholdersmay reasonably request (and at the Majority Shareholders' reasonable cost) to obtainsuch Tax Refund (keeping the Majority Shareholders fully informed of the progress ofany action taken and providing them with copies of all relevant correspondence anddocumentation).

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12.2 The Relevant Proportion of any Tax Refund actually obtained after the Locked BoxDate, whether by repayment or set off (less any reasonable costs of obtaining it tothe extent not previously reimbursed and less any Tax suffered thereon or that wouldbe suffered but for any Buyer's Relief) (the "Relevant Refund Amount") shall bedealt with as follows:

(a) the Relevant Refund Amount shall first be set off against any payment thendue from the Majority Shareholders under the Tax Covenant and/or forbreach of any of the Tax Warranties;

(b) to the extent that there is an excess of the Relevant Refund Amount after anyamounts have been set off under paragraph 12.2(a), a refund shall be madeto the Majority Shareholders of any previous payment or payments made bythe Majority Shareholders under the Tax Covenant and/or for breach of any ofthe Tax Warranties and not previously refunded to the Majority Shareholdersup to the amount of any excess; and

(c) to the extent that there is any remaining excess, a payment shall promptly bemade to the Majority Shareholders equal to the amount of such excess,

provided that this paragraph 12.2 shall not apply where the Tax Refund obtainedarises in respect of an overpayment of Tax prior to Completion where suchoverpayment would not have been an overpayment but for any Event or Eventsoccurring after Completion.

13 RECOVERY FROM OTHER PERSONS

13.1 If:

(a) the Majority Shareholders have made a payment to the Buyer under the TaxCovenant and/or for breach of any of the Tax Warranties in respect of a TaxLiability or other matter; and

(b) the Target or a member of the Buyer's Group either receives or isimmediately or subsequently becomes entitled to recover from any person(including any Tax Authority but excluding a member of the Buyer's Group)any sum or Corresponding Relief which would not have arisen but for the TaxLiability or matter in question,

then the Buyer shall promptly notify the Majority Shareholders of that fact and if sorequired by the Majority Shareholders shall take (or shall procure that the member ofthe Buyer's Group concerned shall take) such action as the Majority Shareholdersmay reasonably request at the Majority Shareholders' cost to enforce that recovery orto obtain such sum or Corresponding Relief and shall keep the Majority Shareholdersfully informed of the progress of any action taken and provide them with copies of allrelevant correspondence and documentation.

13.2 If the Target or any other member of the Buyer's Group recovers from the third partyany sum referred to in paragraph 13.1(b) or obtains and utilises any CorrespondingRelief, the Buyer shall, within five Business Days of the recovery or utilisation, pay tothe Majority Shareholders the lesser of:

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(a) the Relevant Proportion of the sum so recovered from the other person or theamount saved by virtue of the utilisation of the Corresponding Relief by theTarget or the relevant member of the Buyer's Group (including any interest orrepayment supplement paid by the Tax Authority or other person on or inrespect of that sum) less any Tax chargeable on the Target or the Buyer inrespect of the amount recovered and all reasonable liabilities, costs andexpenses properly incurred by the Target and the Buyer in obtaining recoveryof the sum or Corresponding Relief to the extent not previously reimbursed;and

(b) the amount paid by the Majority Shareholders under the Tax Covenant and/orfor breach of any of the Tax Warranties as referred to in paragraph 13.1(a).

14 SECONDARY LIABILITIES

14.1 Each of the Majority Shareholders severally covenants with and undertakes to theBuyer to pay to the Buyer an amount equal to any Tax or any amount on account ofTax which the Buyer, the Target or any other Buyer's Relevant Person is required topay:

(a) as a result of a failure by a Majority Shareholder or any Shareholders'Relevant Person to discharge that Tax; or

(b) as a result of membership of a Tax Consolidation with a Majority Shareholderor any Shareholders' Relevant Person and which is attributable to a MajorityShareholder or any Shareholders' Relevant Person and not to the Buyer, theTarget or any other Buyer's Relevant Person.

14.2 The Buyer covenants with and undertakes to the Majority Shareholders to pay to theMajority Shareholders an amount equal to any Tax or any amount on account of Taxwhich any Majority Shareholder or any Shareholders' Relevant Person is required topay:

(a) as a result of a failure by the Buyer, the Target or any other Buyer's RelevantPerson to discharge that Tax; or

(b) as a result of membership of a Tax Consolidation with the Buyer, the Targetor any other Buyer's Relevant Person and which is attributable to the Buyer,the Target or any other Buyer's Relevant Person and not to the MajorityShareholders or any Shareholders' Relevant Person.

14.3 For the purposes of paragraphs 14.1(b) and 14.2(b):

(a) "Tax Consolidation" is any fiscal unity or Tax consolidation arrangementbetween two or more companies the effect of which is to treat thosecompanies as a single entity for any Tax purpose; and

(b) Tax is "attributable" to a person (the "Attributed Entity") and not to anotherperson if and to the extent it is Tax which is payable by reference to theincome, profits or gains, transactions, activities, assets, capital or liabilities ofthe Attributed Entity and not of the other person.

14.4 The covenants contained in paragraphs 14.1 and 14.2 shall:

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(a) extend to any reasonable costs incurred in connection with such Tax or aclaim under paragraph 14.1 or 14.2, as the case may be;

(b) (in the case of paragraph 14.2) not apply to Tax to the extent that the Buyerhas claimed or could claim payment in respect of it under paragraph 4, exceptto the extent a payment has been made pursuant to paragraph 4 and the Taxto which it relates was not paid by the Target; and

(c) not apply to Tax to the extent it has been recovered under any relevantstatutory provision (and the Buyer or the Majority Shareholders, as the casemay be, shall procure that no such recovery is sought to the extent thatpayment is made hereunder).

14.5 Paragraphs 7 and 8 shall apply to the covenants contained in paragraphs 14.1 and14.2 as they apply to the covenants contained in paragraph 4, replacing referencesto the Majority Shareholders by the Buyer (and vice versa) where appropriate, andmaking any other necessary modifications.

15 ADMINISTRATION

15.1 Subject to paragraph 15.2, the Buyer or its duly authorised agents shall beresponsible for preparing, submitting to and agreeing with the relevant TaxAuthorities, the accounts, computations and Tax returns of the Target for allAccounting Periods commencing before Completion ("Tax Documents") to theextent that they have not been prepared before Completion.

15.2 The Buyer shall procure that:

(a) the Tax returns of the Target within paragraph 15.1 above are prepared on abasis which is consistent with the manner in which those Tax returns wereprepared for all Accounting Periods ending prior to Completion save to theextent that such basis is not consistent with the Tax Statutes or, other thanwhere the Target has received professional advice on the matter, thepublished practice of the relevant Tax Authority;

(b) the Majority Shareholders are afforded the opportunity to comment within areasonable period of time on any Tax Document to the extent that it relates toa period before Completion, prior to its submission to the relevant TaxAuthority, and that reasonable account is taken of their comments;

(c) no Tax Document is submitted to any Tax Authority which is not, so far as theBuyer is aware, complete, true and accurate in all respects, and notmisleading

(d) the Majority Shareholders are kept informed of the progress of all mattersrelating to the Tax affairs of the Target to the extent that it relates to a periodbefore Completion for all Accounting Periods commencing before Completion("Pre-Closing Tax Affairs");

(e) the Majority Shareholders promptly receive copies of all writtencorrespondence with any Tax Authority insofar as it is relevant to the Pre-Closing Tax Affairs and, in particular:

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(I) all material communications to the relevant Tax Authority in respect ofthe Pre-Closing Tax Affairs are first sent to the Majority Shareholdersand the Buyer shall consult with the Majority Shareholders regardingthe contents of those communications and (without prejudice to theBuyer's rights under this Schedule) shall incorporate any reasonablecomments of the Majority Shareholders and shall not submit suchcommunications without the prior approval of the MajorityShareholders (such approval not to be unreasonably withheld ordelayed); and

(ii) no material agreement is reached with any Tax Authority without theprior approval of the Majority Shareholders (such approval not to beunreasonably withheld or delayed).

15.3 The Buyer agrees to devote reasonable resources to dealing with the Pre-ClosingTax Affairs, and shall endeavour to ensure that they are finalised promptly.

15.4 The Majority Shareholders shall provide such assistance as the Buyer shallreasonably request in preparing the Tax Documents relating to the Pre-Closing TaxAffairs.

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APPENDIX

Individual ManCo JurisdictionBelgium

BelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumBelgiumItalyItaly

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EXECUTION VERSION

SCHEDULE 9

Warranty Limitations

1 DEFINITIONS AND INTERPRETATION

In this Schedule (unless the context otherwise requires), the following words andexpressions shall have the following meanings:

"Accounts" shall be construed as a reference to the Individual Accounts and theLocked Box Accounts.

"Claim" means any Warranty Claim or Tax Claim or Title Warranty Claim.

"Warranty Claim" means any claim under the Warranties other than the TaxWarranties.

"Tax Authority" shall have the meaning attributed to such term in Schedule 8.

"Tax Claim" means any claim under the Tax Warranties or the Tax Covenant.

"Tax Warranty Claim" means any claim under the Tax Warranties.

"Title Warranty Claim" means any claim under the warranties set out in clauses 5.2to 5.4.

2 TIME LIMITS FOR BRINGING CLAIMS

2.1 The Majority Shareholders shall not be liable for any Warranty Claim or Tax Claimunless and until they receive from the Buyer written notice (within 30 days after theBuyer becomes aware of the Claim) containing the details set out in paragraph 2.3below before the date falling:

(a) 12 months from Completion in respect of a Warranty Claim; and

(b) four years from Completion in respect of a Tax Claim.

2.2 The Sellers shall not be liable for any Title Warranty Claim unless they (or, in respectof the Minority Shareholders, the Seller Representative) receive from the Buyerwritten notice (within 30 days after the Buyer becomes aware of the Title WarrantyClaim) containing the details set out in paragraph 2.3 below before the date falling 12months from Completion.

2.3 The written notice of:

(a) a Warranty Claim or a Title Warranty Claim shall give specific details of thenature of the Claim, the circumstances giving rise to it and the Buyer's bonafide estimate of any alleged loss; and

(b) a Tax Claim shall be given in accordance with paragraph 7.1 of Schedule 8.

2.4 Any Claim shall (if not previously satisfied, withdrawn or settled) be deemed to havebeen withdrawn and waived by the Buyer (and no new Claim may be made in

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respect of the facts giving rise to such withdrawn Claim) unless legal proceedings inrespect of such Claim have been commenced (by being both issued and served)within six months of the notification of such Claim pursuant to paragraph 2.1 or 2.2above (as the case may be).

2.5 Subject always to the provisions of paragraph 2.1 or 2.2 of this Schedule (as thecase may be), the six month time limit referred to in paragraph 2.4 above shall notstart to run in relation to any Warranty Claim or Tax Claim which is below theThreshold (as defined in paragraph 3.2 below) until such time as all Warranty Claimsand Tax Claims which have been notified exceed the Threshold.

3 LIMITATIONS ON QUANTUM

3.1 Notwithstanding any other provision of this agreement the total aggregate liability ofeach Majority Shareholder for all Warranty Claims and Tax Claims shall not in anycircumstances exceed the following amounts:

(a) Ecuphar Invest NV = £7.5 million; and

(b) Alychlo NV = £7.5 million.

3.2 The Majority Shareholders shall not be liable for any Warranty Claim or Tax WarrantyClaim (or series of such Claims arising from substantially the same facts orcircumstances) unless the amount of such Warranty Claim or Tax Warranty Claim,when taken together with the aggregate amount of all other Warranty Claims and TaxWarranty Claims, exceeds £750,000 (the "Threshold") in which event the MajorityShareholders shall (subject to the other limits contained in this Schedule) be liable forthe whole amount of the Warranty Claim or Tax Warranty Claim and not just for theamount by which such aggregate amount exceeds the Threshold.

3.3 The Majority Shareholders shall not be liable for any Warranty Claim or Tax WarrantyClaim which does not exceed £100,000 (a "De Minimis Claim") and no such DeMinimis Claim shall count towards the Threshold. For the purpose of this paragraph3.3, separate Warranty Claims or Tax Warranty Claims of whatever value arisingfrom the same fact, matter, event or circumstance shall not be aggregated.

3.4 The Majority Shareholders shall not be liable for any Tax Claim arising under the TaxCovenant which does not exceed £50,000. For the avoidance of doubt, thisparagraph 3.4 does not apply to Tax Warranty Claims.

3.5 The total aggregate liability of each Seller for all Title Warranty Claims shall notexceed the aggregate of:

(a) the value in sterling as at the date of Completion of the number ofConsideration Shares allotted to that Seller in accordance with clause 6.1(a);plus

(b) the amount of any Cash Payment allocated to that Seller in accordance withclause 6.1(b).

3.6 For the purposes of this paragraph, the liability of each Majority Shareholder or Sellershall be deemed to include the amount of all reasonable costs, expenses, fees andother liabilities (together with any VAT) payable by such Majority Shareholder or

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Seller in connection with the satisfaction, settlement or determination of any suchClaim.

3.7 The liability of a Seller or a Majority Shareholder shall not be limited by thisparagraph 3 in respect of a Claim that arises as a result of fraud on the part of suchperson.

4 NO DOUBLE COUNTING

The Buyer shall not be entitled to recover damages or otherwise obtainreimbursement or restitution more than once in respect of any one breach, liability,loss, cost, shortfall, damage or deficiency arising out of or in connection with thesame circumstances.

5 REIMBURSEMENT OF CLAIMS

5.1 Neither the Majority Shareholders nor the Sellers shall be liable for any Claim to theextent that the Buyer or any member of the Buyer's Group or those deriving title fromthe Buyer have already obtained reimbursement or restitution in respect of suchClaim from any third party.

5.2 If the Majority Shareholders or Sellers pay to the Buyer an amount in respect of anyWarranty Claim or Title Warranty Claim and the Buyer or any member of the Buyer'sGroup subsequently recovers from a third party (including any insurer or TaxAuthority) (whether by payment, discount, credit, relief or otherwise) a sum which isreferable to that payment (the "Recovery Amount"), the Buyer shall repay to theMajority Shareholders or Sellers (as the case may be) so much of the amountoriginally paid by them as does not exceed the Recovery Amount.

6 CHANGES ON AND/OR AFTER COMPLETION

Neither the Majority Shareholders nor the Sellers shall be liable for any WarrantyClaim or Title Warranty Claim to the extent that it arises, or is increased or extendedby:

(a) any decision of any court or tribunal or the passing or coming into force of orany change in any legislation, regulation, directive, requirement or anypractice of any government, government department or agency or regulatorybody (including the withdrawal of any extra statutory concession of a TaxAuthority), or any increase in rates of Tax or variation in the method ofapplying or calculating the rate of Tax, in each case made on and/or after thedate of this agreement; or

(b) any change in any accounting basis, policy, practice or approach of, orapplicable to, any member of the Target Group or the Buyer or any memberof the Buyer's Group, or any change in the way an accounting basis isadapted for Tax purposes, in each case, made on and/or the date of thisagreement.

7 ACTS OF THE BUYER

Neither the Majority Shareholders nor the Sellers shall be liable for any WarrantyClaim or Title Warranty Claim to the extent that:

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(a) such Claim arises or is increased or is not reduced as a result of any breachby the Buyer of any of its obligations under this agreement or any otherTransaction Document;

(b) the Buyer or any member of the Buyer's Group had actual knowledge, havingmade reasonable enquiries of each of and theBuyer's advisers engaged in connection with the acquisition of the Shares ofthe facts, matters or circumstances giving rise to such Claim at or before thedate of this agreement and either knew, or ought reasonably to have known,that such facts, matters or circumstances would give rise to a Claim; or

(c) such Claim is attributable to or is increased or not reduced by any voluntaryact, omission, transaction or arrangement carried out by, at the request of orwith the consent of, the Buyer before Completion.

8 ACCOUNTING

The Majority Shareholders shall not be liable for any Warranty Claim to the extentthat:

(a) any allowance, provision or reserve has been made in the Accounts for thefact, matter, event or circumstance giving rise to such Warranty Claim or tothe extent of any amount which is included as a liability in the Accounts;

(b) any allowance, provision or reserve made in the Accounts for the fact, matter,event or circumstance giving rise to such Warranty Claim is insufficient byreason of any change to legislation, any increase in rates of Tax or anychange in the published practice of a Tax Authority, in each case made onand/or after Completion with retrospective effect;

(c) any liability of any member of the Target Group included in the Accounts hasbeen discharged or satisfied below the amount attributed to it in the Accounts;Or

(d) any contingency or other matter provided for in the Accounts has been over-provided for.

9 GENERAL LIMITATIONS

9.1 Neither the Majority Shareholders nor the Sellers shall be liable for any Claim:

(a) to the extent that the matter giving rise to the Claim falls to be done inimplementing the terms of this agreement or any other TransactionDocument; or

(b) which is capable of remedy, unless and until the Buyer has given the MajorityShareholders or the Sellers (as the case may be) not less than 60 BusinessDays' written notice within which to remedy such breach and they have failedto do so within such period, provided that the Buyer shall (or shall procurethat any relevant member of the Buyer's Group shall) provide reasonableassistance to them to remedy such breach (at the Majority Shareholders'cost).

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9.2 Neither Majority Shareholders nor the Sellers shall be liable for any punitive, special,indirect or consequential loss in respect of Warranty Claims or Tax Warranty Claims.

10 MITIGATION BY THE BUYER

Nothing in this agreement shall relieve the Buyer of any common law or other duty tomitigate any loss, liability or damage suffered or incurred by it.

11 ASSIGNEES

Any third party which is entitled under the terms of this agreement to claim againstthe Majority Shareholders or the Sellers or any of them shall be subject to theprovisions of this Schedule as if it was the Buyer.

12 WITHDRAWAL AND SETTLEMENT OF CLAIMS

12.1 None of the Majority Shareholders shall be liable for any Claim unless the sameClaim has been brought against and pursued in substantially the same manneragainst all the Majority Shareholders who are liable for such Claim.

12.2 If the Buyer withdraws a Claim against any of the Majority Shareholders, the Buyershall also withdraw that Claim against each of the other Majority Shareholders whoare liable for such Claim.

12.3 If the Buyer settles a Claim against a Majority Shareholder, the Buyer shall offer tothe other Majority Shareholders who are liable for such Claim settlement terms whichare, so far as practicable, the same (having regard to the percentage of each Claimto be borne by, and the aggregate liability of, such Majority Shareholders) as thoseagreed with that Majority Shareholder with whom the Buyer has settled.

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SCHEDULE 10

Buyer Warranty Limitations

1 DEFINITIONS AND INTERPRETATION

In this Schedule (unless the context otherwise requires), the following words andexpressions shall have the following meanings:

"Accounts" shall be construed as a reference to the Buyer's Group Accounts.

"Claim" means any Warranty Claim and any Tax Warranty Claim.

"Warranty Claim" means any claim under the Buyer Warranties other than a TaxWarranty Claim.

"Tax Authority" shall have the meaning attributed to such term in Schedule 8.

"Tax Warranty Claim" means any claim under the Buyer Warranties insofar as itrelates to Tax.

2 TIME LIMITS FOR BRINGING CLAIMS

2.1 The Buyer shall not be liable for any Claim unless and until the Buyer receiveswritten notice from the Seller Representative who, for these purposes, shall alsorepresent the Majority Shareholders (within 30 days after a Seller becomes aware ofthe Claim) containing the details set out in paragraph 2.3 below before the datefalling:

(a) 12 months from Completion in respect of a Warranty Claim; and

(b) four years from Completion in respect of a Tax Warranty Claim.

2.2 The written notice of the Claim shall give specific details of the nature of the Claim,the circumstances giving rise to it and a bona fide estimate of any alleged loss.

2.3 Any Claim shall (if not previously satisfied, withdrawn or settled) be deemed to havebeen withdrawn and waived by the Sellers (and no new Claim may be made inrespect of the facts giving rise to such withdrawn Claim) unless legal proceedings inrespect of such Claim have been commenced (by being both issued and served onthe Buyer) within six months of the notification of such Claim to the Buyer pursuant toparagraph 2.1 above.

2.4 Subject always to the provisions of paragraph 2.1 of this Schedule, the six monthtime limit referred to in paragraph 2.3 above shall not start to run in relation to anyClaim which is below the Threshold (as defined in paragraph 3.2 below) until suchtime as all Claims which have been notified exceed the Threshold.

3 LIMITATIONS ON QUANTUM

3.1 Notwithstanding any other provision of this agreement the total aggregate liability ofthe Buyer for all Claims shall not in any circumstances exceed the aggregate amountof £8.8 million.

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3.2 The Buyer shall not be liable for any Claim (or series of Claims arising fromsubstantially the same facts or circumstances) unless the amount of such Claim,when taken together with the aggregate amount of all other Claims, exceeds£440,000 (the "Threshold") in which event the Buyer shall (subject to the other limitscontained in this Schedule) be liable for the whole amount of the Claim and not justfor the amount by which such aggregate amount exceeds the Threshold.

3.3 The Buyer shall not be liable for any Claim which does not exceed £100,000 (a "DeMinimis Claim") and no such De Minimis Claim shall count towards the Threshold.For the purpose of this paragraph 3.3, separate Claims of whatever value arisingfrom the same fact, matter, event or circumstance shall not be aggregated.

3.4 For the purposes of this paragraph, the liability of the Buyer shall be deemed toinclude the amount of all reasonable costs, expenses, fees and other liabilities(together with any VAT) payable by the Buyer in connection with the satisfaction,settlement or determination of any such Claim.

4 NO DOUBLE COUNTING

The Sellers shall not be entitled to recover damages or otherwise obtainreimbursement or restitution more than once in respect of any one breach, liability,loss, cost, shortfall, damage or deficiency arising out of or in connection with thesame circumstances.

5 REIMBURSEMENT OF CLAIMS

5.1 The Buyer shall not be liable for any Claim to the extent that the Sellers have alreadyobtained reimbursement or restitution in respect of such Claim from any third party.

5.2 If the Buyer pays to the Sellers an amount in respect of any Claim and the Sellerssubsequently recover from a third party (including any insurer or Tax Authority)(whether by payment, discount, credit, relief or otherwise) a sum which is referable tothat payment (the "Recovery Amount"), the Sellers shall repay to the Buyer somuch of the amount originally paid by the Buyer as does not exceed the RecoveryAmount.

6 CHANGES ON AND/OR AFTER COMPLETION

The Buyer shall not be liable for any Claim to the extent that it arises, or is increasedor extended by:

(a) any decision of any court or tribunal or the passing or coming into force of orany change in any legislation, regulation, directive, requirement or anypractice of any government, government department or agency or regulatorybody (including the withdrawal of any extra statutory concession of a TaxAuthority), or any increase in rates of Tax or variation in the method ofapplying or calculating the rate of Tax, in each case made on and/or after thedate of this agreement; or

(b) any change in any accounting basis, policy, practice or approach of, orapplicable to, any member of the Target Group or the Buyer or any memberof the Buyer's Group, or any change in the way an accounting basis is

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adapted for Tax purposes, in each case, made on and/or after the date of thisagreement.

7 ACTS OF THE SELLERS

The Buyer shall not be liable for any Claim to the extent that:

(a) such Claim arises or is increased or not reduced as a result of any breach bythe Sellers of any of their obligations under this agreement or any otherTransaction Document;

(b) the Sellers had actual knowledge, having made reasonable enquiries of eachof and theMajority Shareholders' advisers engaged in connection with the disposal ofthe Shares of the facts, matters or circumstances giving rise to such Claim ator before the date of this agreement and either knew, or ought reasonably tohave known, that such facts, matters or circumstances would give rise to aClaim; or

(c) such Claim is attributable to or is increased by or not reduced by anyvoluntary act, omission, transaction or arrangement carried out by, at therequest of or with the consent of, any of the Sellers or the Sellers'Representative before Completion.

8 ACCOUNTING

The Buyer shall not be liable for any Claim to the extent that:

(a) any allowance, provision or reserve has been made in the Accounts for thefact, matter, event or circumstance giving rise to such Claim or to the extentof any amount which is included as a liability in the Accounts;

(b) any allowance, provision or reserve made in the Accounts for the fact, matter,event or circumstance giving rise to such Claim is insufficient by reason ofany change to legislation, any increase in rates of Tax or any change in thepublished practice of a Tax Authority, in each case made on and/or afterCompletion with retrospective effect;

(c) any liability of any member of the Buyer's Group included in the Accounts hasbeen discharged or satisfied below the amount attributed to it in the Accounts;Or

(d) any contingency or other matter provided for in the Accounts has been over-provided for.

9 GENERAL LIMITATIONS

9.1 The Buyer shall not be liable for any Claim:

(a) to the extent that the matter giving rise to the Claim falls to be done inimplementing the terms of this agreement or any other TransactionDocument; or

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(b) which is capable of remedy, unless and until the Sellers' Representative (who,for these purposes, shall also represent the Majority Shareholders) has giventhe Buyer not less than 60 Business Days' written notice within which toremedy such breach and the Buyer has failed to do so within such period; or

(c) for any punitive, special, indirect or consequential loss.

10 MITIGATION BY THE BUYER

Nothing in this agreement shall relieve the Sellers of any common law or other dutyto mitigate any loss, liability or damage suffered or incurred by them.

11 ASSIGNEES

Any third party which is entitled under the terms of this agreement to claim againstthe Buyer shall be subject to the provisions of this Schedule as if it were the Sellers.

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SCHEDULE 11

Permitted Payments

1 Any payments made to the Sellers or their Associates in accordance with or pursuantto the terms of this agreement or any Transaction Document.

2 Any payment made to the extent provided for or reserved or noted in the Locked BoxAccounts.

3 Any payment of salary, bonuses, directors' fees, pension contributions, expenses andother benefits and emoluments made to any of the Sellers or any of their Associatesin accordance with their employment or service contract or contract for services andin the ordinary course of business.

4 Any payment of salary, bonuses, directors' fees, pension contributions, expenses andother benefits and emoluments made to, or in respect of the services provided by,employees, workers, directors, officers or consultants of any member of the TargetGroup in accordance with their employment or service contract or contract forservices or in the ordinary course of business.

5 The payment of up to €2,000,000 in aggregate in respect of fees and expensesexcluding any VAT incurred by the Target Group and the Sellers in connection withthe sale of the Shares to the Buyer.

6 Any payment of Tax or an amount in respect of Tax in respect of or in consequenceof any of the items referred to in paragraph 1 to 5 above.

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SCHEDULE 12

List of Territories

1 Belgium

2 Germany

3 Netherlands

4 France

5 Spain

6 Portugal

7 Italy

8 UK

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SIGNATURE PAGE

SIGNATURE

This agreement is signed by duly authorised representatives of the Parties:

SIGNEDfor and on behalf ofANIMALCARE GROUP PLC

SIGNEDfor and on behalf ofALYCHLO NV

Name: Mr. Marc CouckeAuthorised signatory

SIGNEDfor and on behalf ofECUPHAR INVEST NV

SIGNATURE:

NAME:

Name: Bellevue NV, represented by its permanent representative, Christiaan CardonAuthorised signatory

SIGNEDfor and on behalf ofMC3 HEALTH NV

Name: Alychlo NV, represented by its permanent representative, Marc CouckeAuthorised signatory