Wholesale Agreement

A. Supplier is in the business of manufacturing and/or marketing healthcare products.

B. Cardinal is a broad-line wholesale distributor of healthcare products.

C. Supplier desires to appoint Cardinal as an authorized distributor of healthcare products (excluding generic products) manufactured and/or marketed by Supplier (the “Products”) and agrees to sell the Products to Cardinal. Cardinal desires to accept such appointment and agrees to purchase the Products from Supplier on the terms and subject to the conditions described in this Agreement.

D. Generic products are not the subject of this Agreement. If Supplier now or hereafter manufacturers and/or markets generic products and wishes to have Cardinal distribute such generic products, Supplier and Cardinal shall enter into a generic wholesale purchase agreement which shall include, but not be limited to, a commitment to pay satisfactory compensation to Cardinal for its distribution and services.

E. To induce Cardinal to enter into this Agreement, Supplier hereby agrees to enter into a Distribution Services Agreement (or such similar agreement as Cardinal may present to Supplier) (“DSA”) within thirty (30) days of the Effective Date of this Agreement. Commencing on the effective date of such DSA and continuing throughout the period the DSA remains in effect, to the extent there are any conflicts between this Agreement and the DSA, the terms of the DSA shall prevail. The DSA shall not alter or change any right or obligation arising under this Agreement with respect to transactions or events occurring prior to the effective date of the DSA.