JOINT VENTURE AGREEMENT by and between HUTCHISON MEDIPHARMA (HONG KONG) LIMITED and NESTLÉ HEALTH SCIENCE S.A. and NUTRITION SCIENCE PARTNERS LIMITED and HUTCHISON CHINA MEDITECH LIMITED 27th NOVEMBER, 2012

Exhibit 10.12

JOINT VENTURE AGREEMENT

by and between

▇▇▇▇▇▇▇▇▇ MEDIPHARMA (HONG KONG) LIMITED

and

NESTLÉ HEALTH SCIENCE S.A.

and

NUTRITION SCIENCE PARTNERS LIMITED

and

▇▇▇▇▇▇▇▇▇ CHINA MEDITECH LIMITED

27th NOVEMBER, 2012

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

TABLE OF CONTENTS

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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EXHIBIT & SCHEDULES

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (“Agreement”) is entered into as of the 27th day of November, 2012 (the “Execution Date”) by and between:

(1)                                 ▇▇▇▇▇▇▇▇▇ MediPharma (Hong Kong) Limited, a limited company organized and existing under the laws of Hong Kong with its principal offices at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (“▇▇▇▇▇▇▇▇▇”);

(2)                                 Nestlé Health Science S.A., a company organized and existing under the laws of Switzerland with its principal offices at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (“Nestlé”);

(3)                                 Nutrition Science Partners Limited, a company organized and existing under the laws of Hong Kong with its principal offices at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Company”); and

(4)                                 ▇▇▇▇▇▇▇▇▇ China MediTech Limited, a company organized and existing under the laws of the Cayman Islands with its principal offices at ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands (the “Guarantor”).

▇▇▇▇▇▇▇▇▇, Nestlé and the Company are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

WITNESSETH:

WHEREAS, ▇▇▇▇▇▇▇▇▇ and Nestlé have agreed to enter into a joint venture (the “Joint Venture”), subject to Antitrust Approvals, for the purpose of developing science-based personalized nutritional solutions from botanical sources for the global market.  ▇▇▇▇▇▇▇▇▇ MediPharma Limited, a limited company organized and existing under the laws of the People’s Republic of China and an Affiliate of ▇▇▇▇▇▇▇▇▇, has accumulated both expertise and capabilities in research and development activities in relation to identifying and developing novel naturally-derived medical foods, food supplements and drug products, in the conduct of the ▇▇▇▇▇▇▇▇▇ Business, through the ▇▇▇▇▇▇▇▇▇ Library and ▇▇▇▇▇▇▇▇▇ Botanical R&D Platform (each as defined below).  Under and subject to the terms of the Research and Development Collaboration Agreement (as defined below), the Company will hold exclusive rights over the ▇▇▇▇▇▇▇▇▇ Library and the ▇▇▇▇▇▇▇▇▇ Botanical R&D Platform in the Research Field.  The Company will use these exclusive rights to pursue (i) the discovery, development, registration, manufacture and commercialization of Products in the Field and (ii) the performance of research and development with the aim of developing novel naturally-derived medical foods, food supplements or drug products from the ▇▇▇▇▇▇▇▇▇ Library in the Research Field;

WHEREAS, in order to carry out the Joint Venture, ▇▇▇▇▇▇▇▇▇ has formed the Company, a private company limited by shares under the Hong Kong Companies Ordinance (Cap. 32) and whose shares, as of Completion and subject to Antitrust Approvals, will be owned in equal number by each of Nestlé and ▇▇▇▇▇▇▇▇▇; and

WHEREAS, ▇▇▇▇▇▇▇▇▇ and Nestlé desire to enter into this Agreement to memorialize their mutual agreements and understandings on the establishment, financing and operation and management of the Company, and their respective rights and obligations relative thereto.

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NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I.
DEFINITIONS

The terms defined in this Article will have the meanings ascribed to them herein whenever they are used in the Agreement, unless otherwise clearly indicated by the context.

1.1                               “Acquired Know-How” means any Information that is necessary or useful for the manufacture, use or sale of HMPL-004 or any Products containing HMPL-004 (other than any such Information that is related to any other active ingredient in a Product (other than HMPL-004) that is not related to HMPL-004).

1.2                               “Acquired Patent Rights” shall mean the Patent Rights set forth on Schedule 1.2.

1.3                               “Acquired Technology” means the Acquired Know-How and Acquired Patent Rights.

1.4                               Affiliate(s)” means, with respect to a Person, any Person that controls, is controlled by, or is under common control with such first Person.  For purposes of this definition only, “control” means (i) to possess, directly or indirectly, the power to direct the management or policies of a Person, whether through ownership of voting securities, or by contract relating to voting rights or corporate governance, or otherwise, or (ii) to own, directly or indirectly, more than fifty percent (50%) of the outstanding voting rights exercisable at a shareholder meeting (or equivalent), or other ownership interests, of such Person.  Notwithstanding the foregoing, neither Nestlé nor ▇▇▇▇▇▇▇▇▇ nor the Guarantor nor their respective Affiliates will be considered Affiliates of the Company.

1.5                               “Agreement” will have the meaning set forth in the introduction.

1.6                               “Ancillary Agreements” means the Services Agreements and the Research and Development Collaboration Agreement.

1.7                               “Antitrust Approvals” means the approval of the establishment of the Joint Venture by the Parties pursuant to the terms of this Agreement by, if required under Applicable Laws, the competition authorities of relevant jurisdictions including the European Commission in respect of European Union merger control clearance and the Ministry of Commerce of the People’s Republic of China in respect of the People’s Republic of China anti-monopoly law and such other approvals as reasonably agreed between the Parties.  When used as “Antitrust Approval” means approval required in a specific country or territory from a single competition authority.

1.8                               “Applicable Laws” means all applicable laws, statutes, ordinances, regulations, rules, guidance, or orders of any kind whatsoever (including without limitation from any Regulatory Authority), including (without limitation) the FD&C Act, Prescription

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Drug Marketing Act, Generic Drug Enforcement Act of 1992 (21 U.S.C. § 335a et seq.), and Anti-Kickback Statute (42 U.S.C. § 1320a-7b et seq.), the Hong Kong Companies Ordinance (Cap. 32 of the Laws of Hong Kong) and all counterparts thereto in other jurisdictions, all as amended from time to time.

1.9                               “Articles of Incorporation” means the memorandum of association and articles of association of the Company filed with the Hong Kong Companies Registry pursuant to which the Company is formed and registered, as amended from time to time.

1.10                        “Board” will have the meaning set forth in Section 7.1.1.

1.11                        “Board Approval Matters” will mean the matters set out in Schedule 7.32.

1.12                        “Budget” will mean the projection of revenues and costs of the Company for the relevant Calendar Year as adopted by the Board from time to time.

1.13                        “Business Day” will mean a day on which banks are open for normal banking business (excluding Saturday, Sunday and public holidays) in Hong Kong, the People’s Republic of China and Switzerland (Canton de Vaud).

1.14                        “Buy/Sell Procedure” will mean the final deadlock resolution procedure set forth in Schedule 7.6.5.

1.15                        “Buyout” will have the meaning set forth in Section 14.8.

1.16                        “Buyout Date” will have the meaning set forth in Section 14.8.1.

1.17                        “Buyout Notice” will have the meaning set forth in Section 14.8.

1.18                        “Buyout Price” will have the meaning set forth in Section 14.8.4.

1.19                        “Buyout Shares” will have the meaning set forth in Section 14.8.

1.20                        “Calendar Quarter” means each of the three (3) consecutive month periods ending on March 31, June 30, September 30, and December 31.

1.21                        “Calendar Year” means each twelve (12) month period ending December 31.

1.22                        “Chairman” means chairman of the Board.

1.23                        “Change of Control” means, with respect to a Shareholder, the occurrence of any one of the following events:  (i) a Third Party acquires, directly or indirectly, shares of such Shareholder representing fifty percent (50%) or more of the voting shares (where voting refers to being entitled to vote for the election of directors) then outstanding of such Shareholder, (ii) such Shareholder consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with or merges into such Shareholder, in either event pursuant to a transaction in which more than fifty percent (50%) of the voting shares of the acquiring or resulting entity outstanding immediately after such consolidation or merger are not held by the holders of the outstanding voting shares of such Shareholder preceding such consolidation or merger, or (iii) such Shareholder conveys, transfers or leases all or substantially all of its assets to a Third Party.

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1.24                        “Clinical Trial” means a human clinical study conducted on sufficient numbers of human subjects that is designed to (i) establish that a pharmaceutical product, food supplement or a medical food product is reasonably safe for continued testing, (ii) investigate the safety and efficacy of the pharmaceutical product, food supplement or the medical food product for its intended use, and to define warnings, precautions and adverse reactions that may be associated with the pharmaceutical product, food supplement or the medical food product in the dosage range to be prescribed or (iii) support Regulatory Approval (if required) of such pharmaceutical product, food supplement or medical food product or label expansion or demonstration of benefit of such pharmaceutical product, food supplement or medical food product, all in accordance with Applicable Laws.

1.25                        “Commercialization” means any and all activities of using, importing, exporting, marketing, promoting, distributing, offering for sale or selling a Product including pre-commercial launch market development activities conducted in anticipation of Regulatory Approval of a Product, seeking pricing and reimbursement approvals for a Product, if applicable, preparing advertising and promotional materials, sales force training, all interactions and correspondence with a Regulatory Authority regarding Post-Approval Clinical Trials, all activities required to fulfill ongoing regulatory obligations, including adverse event reporting and all activities relating to the licensing of a Product (including sourcing and negotiations with potential licensees).  When used as a verb, “Commercialize” means to engage in Commercialization.

1.26                        “Company” will have the meaning set forth in the introduction.

1.27                        “Completion” means the completion of the establishment of the Joint Venture by the Parties in accordance with the provisions of Section 2.1.

1.28                        “Completion Date” means five (5) Business Days after the grant or waiver of the last Antitrust Approval, or such other day as agreed between the Shareholders.

1.29                        “Confidential Information” means, with respect to a Party, all Information (and all tangible and intangible embodiments thereof), which is Controlled by such Party or any of its Affiliates and is disclosed by such Party or any of its Affiliates to another Party or any of their Affiliates pursuant to this Agreement.

1.30                        “Control” or “Controlled” means, with respect to any Intellectual Property Right, Information, documents or materials, the possession, ownership, the ability to use pursuant to a license or sublicense and the ability to license or sublicense to another person, of such Intellectual Property Right, Information, document or materials, by a Party or any of its Affiliates (other than pursuant to this Agreement, the Ancillary Agreement and/or any License Agreement) as provided in this Agreement without violating an agreement with or other rights of any Third Party.

1.31                        “Deadlock Matters” will have the meaning set forth in Section 7.6.2.

1.32                        “Deadlock Notice” will have the meaning set forth in Section 7.6.2.

1.33                        “Deed of Adherence” means the form of the deed of adherence set out in Schedule 1.33 to be executed by any Third Party Purchaser, pursuant to which the Third Party Purchaser will (i) be, and become, bound to this Agreement, and (ii) succeed to all of

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the rights and obligations of the Transferring Shareholder hereunder to the proportional extent of such Ownership Percentage.

1.34                        “Default Interest Rate” means twelve (12) month London Interbank Offered Rate plus [**] basis points.

1.35                        “Development” means pre-clinical and clinical activities performed by or on behalf of the Company with respect to Products in an indication in the Field for the purpose of obtaining and maintaining Regulatory Approval with respect to such indication and activities performed by or on behalf of the Company with respect to Products destined as medical food products.  Development will include, without limitation, all activities related to discovery, research, pre-clinical testing, test method development and stability testing, toxicology, formulation, Clinical Trials, seeking Regulatory Approval and otherwise handling regulatory affairs, statistical analysis, report writing performed pursuant to the Development Plan with respect to Products.  Notwithstanding anything to the contrary in this Agreement, Development will not include Manufacturing or Commercialization.  When used as a verb, “Develop” means to engage in Development.

1.36                        “Development Budget” will have the meaning set forth in Section 3.2.5(i).

1.37                        “Development Plan” will have the meaning set forth in Section 3.2.5(i).

1.38                        “Disclosing Party” means the Party disclosing Confidential Information.

1.39                        “Dispute” will have the meaning set forth in Section 15.1.2.

1.40                        “Disputed Activity” will have the meaning set forth in Section 3.2.5(iv)(A).

1.41                        “Disputed Activity Costs” will have the meaning set forth in Section 3.2.5(iv)(A)(2).

1.42                        “Effective Date” will have the meaning set forth in Section 2.1.

1.43                        “Execution Date” will have the meaning set forth in the introduction.

1.44                        “Fair Market Value” means, on a per Share basis, (i) during the Lock-Up Period, an amount of [**] divided by the total number of Shares, and (ii) after the Lock-Up Period the fair market value of the Company as agreed upon by the Shareholders or, in the event the Shareholders do not agree within [**] days of initiation of the relevant valuation discussion, as determined by the provisions set forth in Schedule 1.44, divided by the total number of Shares.

1.45                        “FD&C Act” means the United States of America Federal Food, Drug, and Cosmetic Act, as amended, and the regulations promulgated thereunder.

1.46                        “FDA” means the United States of America Food and Drug Administration or any successor agency thereto.

1.47                        “Field” means, unless otherwise agreed between the Parties, (i) for Products that contain HMPL-004, the field in which a Product is Developed as determined by the Board on a Product-by-Product basis from time to time and (ii) for any Products that do not contain HMPL-004, the Research Field.

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1.48                        “Finance Director” means the person appointed as the finance director of the Company pursuant to Section 9.2.

1.49                        “Funding Shareholder” will have the meaning set forth in Section 3.2.5(iv)(A).

1.50                        “General Manager” means the person appointed as the general manager of the Company pursuant to Section 9.1.

1.51                        “Government Authority” means any court, agency, department, authority, regulatory body or other instrumentality of any national, state, county, city or other government or political subdivision.

1.52                        “HMPL-004” means the compound designated by ▇▇▇▇▇▇▇▇▇ as “HMPL-004”, an oral botanical drug candidate which is an extract of Andrographis paniculata, as more fully described in Schedule 1.52 and as improved or modified from time to time.

1.53                        “HMPL-004 Warranties” means the representations and warranties set out in Schedule 1.53.

1.54                        “▇▇▇▇▇▇▇▇▇” will have the meaning set forth in the introduction.

1.55                        “▇▇▇▇▇▇▇▇▇ Botanical R&D Platform” means the complete integrated botanical research and development capabilities of ▇▇▇▇▇▇▇▇▇ and its Affiliates including, but not limited to, botanical chemistry, pharmacology, ADME/Toxicity (absorption, distribution, metabolism, excretion, and toxicity), CMC (chemistry, manufacturing, and control), and clinical and regulatory.

1.56                        “▇▇▇▇▇▇▇▇▇ Business” means the research and development activities in relation to identifying and developing novel naturally-derived medical foods, food supplements or drug products in the Research Field from the ▇▇▇▇▇▇▇▇▇ Library by utilizing the ▇▇▇▇▇▇▇▇▇ Botanical R&D Platform.

1.57                        “▇▇▇▇▇▇▇▇▇ Compounds” means (i) HMPL-004 or any other compound included in the ▇▇▇▇▇▇▇▇▇ Library and (ii) any salt, free acid, free base, clathrate, solvate, hydrate, hemihydrate, anhydride, ester, chelate, conformer, congener, crystal form, polymorph, amorphous solid, homolog, isomer, stereoisomer, enantiomer, racemate, prodrug, isotopic or radiolabeled equivalent, metabolite, conjugate, complex or mixture of any of the foregoing compounds described in part (i) of this Section 1.57.

1.58                        “▇▇▇▇▇▇▇▇▇ Library” means (i) ▇▇▇▇▇▇▇▇▇’▇ Affiliate’s collection of samples in its entirety derived from botanical sources and traditional Chinese medicine extracts, as such samples may be modified and expanded from time to time and (ii) the database containing the details of the compounds identified in such samples.

1.59                        “▇▇▇▇▇▇▇▇▇ Services Agreement” will have the meaning set forth in Section 4.2.

1.60                        “ICC” means the International Chamber of Commerce.

1.61                        “IFRS” means International Financial Reporting Standards.

1.62                        “IND” means (i) an Investigational New Drug Application, as defined in the FD&C Act as amended, and the regulations promulgated thereunder, that is required to be

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filed with the FDA before beginning clinical testing of a pharmaceutical product in human subjects; and (ii) any foreign counterpart of a US IND.

1.63                        “Information” means any data, results, technology or information of any type whatsoever, in any tangible or intangible form, including know-how, trade secrets, practices, techniques, methods, processes, inventions, developments, specifications, formulations, formulae, materials or compositions of matter of any type or kind (patentable or otherwise), software, algorithms, marketing reports, expertise, technology, test data (including pharmacological, biological, chemical, biochemical and clinical test data and data resulting from non-clinical studies), chemistry, manufacturing and controls information, stability data and other study data and procedures.

1.64                        “Initial Budget” means the Budget set forth in Schedule 1.64.

1.65                        “Initial Development Plan for HMPL-004” will have the meaning set forth in Section 3.2.5(ii).

1.66                        “Intellectual Property” means (i) any intellectual property or related proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in (a) all inventions, invention disclosures and improvements thereto (whether patentable or unpatentable and whether or not reduced to practice), all issued patents and pending patent applications, any divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations and extensions thereof and any counterparts claiming priority therefrom, and all utility models, design patents, patents of importation/confirmation, certificates of invention, certificates of registration and similar rights, (b) all trademarks, service marks, certification marks, trade dresses, logos, trade names and corporate names, including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (c) all works of authorship (whether or not copyrightable), all copyrights, all moral rights and all applications, registrations and renewals in connection therewith, (d) all trade secrets and confidential business information and any rights to limit the use or disclosure thereof by any Person (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), and (e) all internet domain names, (ii) all copies and tangible embodiments of any of the foregoing (in whatever form or medium) and (iii) any goodwill associated with the foregoing.

1.67                        “Intellectual Property Rights” will mean any and all rights in relation to the Intellectual Property that exists of the Effective Date or thereafter coming into existence, and all applications for, renewals of and extensions of the foregoing, regardless of whether or not such rights have been registered with the appropriate authorities in such jurisdictions in accordance with the Applicable Laws.

1.68                        “IPR Subcommittee” will have the meaning set forth in Section 3.2.4.

1.69                        “License Agreement” means (i) any of the HPML-004 license agreements to be entered into between the Company and Nestlé and/or any of its Affiliates under and

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subject to the terms of the Option Agreement and (ii) any license agreement by which the Company licenses to any person any of its Intellectual Property Rights.

1.70                        “Lock-Up Period” will have the meaning set forth in Section 6.3.

1.71                        “Manufacture,” “Manufactured” or “Manufacturing” means all activities associated with the production, manufacture, processing, filling, finishing, packaging, labeling, shipping and storage of Products to be Developed or Commercialized, including active pharmaceutical ingredient manufacturing, whether such activities are conducted by the Company, its Affiliates or a Third Party contractor of such Party (under a contract manufacturing or tolling arrangement).  Notwithstanding the foregoing, Manufacturing will not mean Developing or Commercializing.  When used as a verb, “Manufacture” means to engage in Manufacturing.

1.72                        “Mediator” will have the meaning set forth in Section 7.6.4(i).

1.73                        “Nestlé” will have the meaning set forth in the introduction.

1.74                        “Nestlé Services Agreement” will have the meaning set forth in Section 4.2.

1.75                        “New Drug Application” or “NDA” means a New Drug Application filed with the FDA as described in 21 CFR § 314, or any corresponding application for Regulatory Approval (not including pricing and reimbursement approval) in any country or regulatory jurisdiction other than the US.

1.76                        “Non-Terminating Shareholder” will have the meaning set forth in Section 14.5.

1.77                        “Non-Transferring Shareholder” will have the meaning set forth in Section 6.4.1.

1.78                        “Option Agreement” will have the meaning set forth in Section 4.1.

1.79                        “Ownership Percentage” means, with respect to any Shareholder, the percentage of total outstanding Shares on a fully diluted basis in the Company held by such Shareholder and its Affiliates.

1.80                        “Party” or “Parties” will have the meaning set forth in the introduction.

1.81                        “Patent Rights” means any and all (i) national and international patent applications filed under Applicable Laws in any jurisdiction, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon, (ii) all patents, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including supplementary protection certificates or the equivalent thereof, (iii) utility models, ▇▇▇▇▇ patents or similar rights or protections based on the patent or patent applications or on the priority applications on which the patent or patent applications are based and includes all divisional, continuations, continuations-in-part, renewals and reissues of such patents, patent applications, utility models, ▇▇▇▇▇ patents, and (iv) any other rights or protections similar to any of the foregoing.

1.82                        “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture, or similar entity or organization, including a government or political subdivision or department or agency of a government.

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1.83                        “Phase III Clinical Trial” means a Clinical Trial defined in 21 C.F.R. 312.21(c), as may be amended from time to time, or any equivalent thereto in any jurisdiction.

1.84                        “Phase IV Clinical Trial” means a Clinical Trial conducted after a Product achieves Regulatory Approval, carried out for the purposes of conducting safety surveillance and ongoing technical support of the Product.

1.85                        “Post-Approval Clinical Trial” means any Clinical Trial for use of a Product in an indication, other than a Phase IV Clinical Trial, to be conducted after Regulatory Approval has been achieved for such indication.

1.86                        “Product Development Subcommittee” will have the meaning set forth in Section 3.2.2.

1.87                        “Products” means any pharmaceutical product, food supplement or medical food product in finished form that contains a ▇▇▇▇▇▇▇▇▇ Compound, either as the sole active ingredient or in combination with one or more other active ingredients, and all present and future formulations, dosages and dosage forms thereof.

1.88                        “Receiving Party” means the Party receiving any Confidential Information from the Disclosing Party.

1.89                        “Reconvened Meeting” will have the meaning set forth in Section 7.6.1.

1.90                        “Regulatory Approval” means, with respect to a Product, the approval and authorization of a Product by a Regulatory Authority in a country where such Product will be Manufactured or Commercialized, including with respect to the Commercialization of such Product, pricing approval.

1.91                        “Regulatory Authority” means any supranational, national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity in any country involved in the granting of Regulatory Approvals.

1.92                        “Regulatory Submissions” means applications for Regulatory Approval, notification and other submissions made to or with a Regulatory Authority that are necessary or reasonably desirable to Develop, Manufacture or Commercialize a Product in the Field in a particular country, whether obtained before or after Regulatory Approval in the country.  Regulatory Submissions include, without limitation, investigational new drug applications and NDAs, and amendments and supplements to any of the foregoing and their foreign counterparts, applications for pricing and reimbursement approvals, and all proposed labels, labeling, package inserts, monographs and packaging for a Product in a particular country.

1.93                        “Research and Development Collaboration Agreement” will have the meaning set forth in Section 4.3.

1.94                        “Research Collaboration Subcommittee” will have the meaning set forth in Section 3.2.3.

1.95                        “Research Field” means, unless otherwise agreed between the Parties, the field in which research on a ▇▇▇▇▇▇▇▇▇ Compound will be conducted as determined by the Board, including (without limitation) the treatment, prevention or diagnosis of gastrointestinal diseases, disorders or conditions in humans and, subject to the terms of

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the Research and Development Collaboration Agreement, if agreed by the Parties, brain health and metabolic health.

1.96                        “Research Plan” will mean the plan describing the research to be conducted pursuant to the terms of the Research and Development Collaboration Agreement, including the anticipated timeline for the conduct of such activities and the full-time equivalents to be employed in performing such activities, the initial version of which is scheduled to the Research and Development Collaboration Agreement, as such plan may be amended from time to time in accordance with the terms of the Research and Development Collaboration Agreement and this Agreement.

1.97                        “Rules” will have the meaning set forth in Section 15.1.3.

1.98                        “Services Agreement” means either the Nestlé Services Agreement or ▇▇▇▇▇▇▇▇▇ Services Agreement, and “Services Agreements” means both.

1.99                        “Share Equivalents” means convertible bonds, loan capital, warrants, options or other similar instruments or securities which are convertible into or exchangeable for, or which carry a right to subscribe for Shares.

1.100                 “Shareholders” means the Persons registered as members of the Company in the register of members of the Company, and who are parties to this Agreement, from time to time.

1.101                 “Shares” means ordinary shares of the Company with a nominal value of [**] each; except where the context does not permit such construction, all references to the Shares of a Shareholder will be deemed to include Share Equivalents, if any, held by that Shareholder (calculated for this purpose as if all Share Equivalents had been fully converted into, exchanged for or exercised for subscription of Shares).

1.102                 “Subscription Price” means [**].

1.103                 “Terminating Shareholder” will have the meaning set forth in Section 14.5.

1.104                 “Third Party” means any Person other than ▇▇▇▇▇▇▇▇▇ and its Affiliates, Nestlé and its Affiliates and the Company and its Affiliates.

1.105                 “Third Party Purchaser” will have the meaning set forth in Section 6.4.1.

1.106                 “Transfer” will have the meaning set forth in Section 6.3.

1.107                 “Transfer Notice” will have the meaning set forth in Section 6.4.1.

1.108                 “Transfer Shares” will have the meaning set forth in Section 6.4.1.

1.109                 “Transferring Shareholder” will have the meaning set forth in Section 6.4.1.

1.110                 “Unresolved Matter” will have the meaning set forth in Section 7.6.1.

1.111                 “US” means the United States of America.

1.112                 “Joint Venture” will have the meaning set forth in the recitals.

1.113                 “JV Activities” will have the meaning set forth in Section 3.1.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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1.114                 “JV Term” will have the meaning set forth in Section 14.1.

ARTICLE II.
ORGANIZATION AND CAPITALIZATION OF THE COMPANY

2.1.                            Effective Date.  The provisions of ARTICLE I, Sections 2.1, 2.2, 2.3, 2.4, 5.1, and 5.2, ARTICLE XII and ARTICLE XV are effective and legally binding in accordance with their terms upon ▇▇▇▇▇▇▇▇▇ and Nestlé as from, and including, the Execution Date.  The other provisions of this Agreement (including its Schedules and Exhibits) will be effective and binding upon ▇▇▇▇▇▇▇▇▇ and Nestlé following the performance (or waiver by ▇▇▇▇▇▇▇▇▇ and Nestlé) of the actions set out in Schedule 2.1 and the receipt and satisfaction of the Antitrust Approvals, provided that the representations and warranties set out in Sections 5.1, 5.2, 5.3 and 5.4 are true and accurate on such date (the “Effective Date”).  The provisions of this Agreement will be effective and legally binding in accordance with its terms on the Company and the Guarantor on, and subject to the occurrence of, the Effective Date.

2.2.                            Antitrust Approvals.  Nestlé and ▇▇▇▇▇▇▇▇▇ will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable.  In particular, (i) each of Nestlé and ▇▇▇▇▇▇▇▇▇ will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets.  To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence.  Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayed.

2.3.                            Antitrust Conditions or Undertakings.  Nestlé and ▇▇▇▇▇▇▇▇▇ agree that where an Antitrust Approval is granted subject to any condition or undertaking, such Antitrust Approval will not be deemed satisfied unless and until any such condition or

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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undertaking is reasonably acceptable to the party suffering the burden of such condition or undertaking.  The Antitrust Approvals will only be satisfied once each Antitrust Approval that is required has been granted or such requirement has been waived by the Shareholders.

2.4.                            Antitrust Approvals not Satisfied.  Nestlé and ▇▇▇▇▇▇▇▇▇ agree that this Agreement will be terminated if the Antitrust Approvals, after the joint filings referred to in Section 2.2 have been made, are not satisfied in accordance with Section 2.3.

2.5.                            Pre-Completion Operations.  The Parties agree that ▇▇▇▇▇▇▇▇▇ or its Affiliates may incur costs and expenditure with respect to the Development of HMPL-004 after the date of this Agreement.  Upon, and subject to, the occurrence of the Effective Date, the Company will reimburse ▇▇▇▇▇▇▇▇▇ and/or its Affiliates for such costs and expenditure incurred between the date of this Agreement and the Effective Date, upon receipt of reasonable written justification.

2.6.                            Incorporation of Company.  ▇▇▇▇▇▇▇▇▇, prior to the Execution Date, has formed the Company as the vehicle for the Joint Venture between ▇▇▇▇▇▇▇▇▇ and Nestlé and delivered to Nestlé a certificate of incorporation as conclusive evidence of the Company’s due registration under Hong Kong law.

2.7.                            Corporate Name.  The name of the Company will be Nutrition Science Partners Limited.

2.8.                            Principal Office.  The principal office of the Company will be ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇.  The books and records of the Company will be kept and maintained at ▇▇/▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇.

2.9.                            Ownership Percentages.  On the Effective Date, ▇▇▇▇▇▇▇▇▇ and Nestlé will each have an Ownership Percentage equal to fifty percent (50%).

2.10.                     No Trading Prior to Effective Date.  ▇▇▇▇▇▇▇▇▇ warrants to Nestlé that, immediately prior to the actions set out in Schedule 2.1, the Company has not issued any Shares other than Shares held by ▇▇▇▇▇▇▇▇▇ which are fully-paid up and free of all encumbrances, has not traded nor has it received any income or made any gains nor has it entered into any contract (other than this Agreement, the Ancillary Agreements, the Option Agreement and transactions relating to the acquisition of Intellectual Property relating to HMPL-004) since its date of incorporation, has no assets (other than cash with accrued interest in respect of its fully paid up Share and the Acquired Technology) or liabilities (whether actual, contingent or otherwise) other than, in each case, its interest and obligations in this Agreement, the Ancillary Agreements and the Option Agreement and there is no agreement in force (other than this Agreement) which grants the right to any person to call for the allotment, issue or transfer of any Share.  ▇▇▇▇▇▇▇▇▇ (contracting for itself and as trustee for the Company) agrees to indemnify and keep indemnified Nestlé and the Company on demand against all losses, liabilities and costs which either ▇▇▇▇▇▇▇▇▇ or the Company may incur arising out of, or in connection with, any breach of this Section 2.10.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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ARTICLE III.
GENERAL RESPONSIBILITIES OF THE COMPANY AND PARTIES

3.1.                            General Business Objectives and Activities.  Unless otherwise agreed upon by the Shareholders in writing and subject to the terms of this Agreement, the business objectives and activities of the Company will be limited to (a) the Development, Manufacture and Commercialization of HMPL-004 in the Field and any and all activities related or incidental thereto and (b) research and development activities to identify, Develop, Manufacture and Commercialize novel naturally-derived medical foods, food supplements or drug products from the ▇▇▇▇▇▇▇▇▇ Library in the relevant Research Field (such objectives and activities collectively, as amended from time to time pursuant to this Agreement, the “JV Activities”).  The Parties agree and acknowledge that, and the Shareholders will procure that the Company ensures that, all JV Activities will be conducted in accordance with this Agreement (including all agreements entered into in connection with this Agreement by the Company or by its Affiliates, subcontractors, licensees or sublicensees).

3.2.                            Development Responsibilities.

3.2.1.                  General.  The Company will, and each Shareholder will, through its equity ownership in the Company, cause the Company to promote and develop the business of the Company and the JV Activities, including without limitation, making all filings with a view to obtain any relevant Regulatory Approval for bringing to the market any Product in its designated Field as soon as reasonably practicable, all in accordance with and pursuant to this Agreement, including, without limitation, any Development Plan in force from time to time.

3.2.2.                  Product Development Subcommittee.  Immediately after the Effective Date, the Company will establish a Product Development Subcommittee of the Board (the “Product Development Subcommittee”), which will, in addition to having those responsibilities and duties set forth in this Agreement and given to it by the Board, be responsible for making recommendations to the Board with respect to those decisions set forth in Schedule 3.2.2.  The Product Development Subcommittee will have an equal number of members representing each Shareholder and will meet once each Calendar Quarter unless otherwise instructed by the Board.  Decisions by the Product Development Subcommittee will be made by unanimous agreement of all of the members on the Product Development Subcommittee and any decisions on which the Product Development Subcommittee cannot agree will be elevated to the Board.

3.2.3.                  Research Collaboration Subcommittee.  Immediately after the Effective Date and as further detailed in the Research and Development Collaboration Agreement, the Research Collaboration Subcommittee will be established by the Company (the “Research Collaboration Subcommittee”), Nestlé and ▇▇▇▇▇▇▇▇▇ to oversee research and development activities to identify and develop novel naturally-derived medical foods, food supplements or pharmaceutical drug products from the ▇▇▇▇▇▇▇▇▇ Library.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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3.2.4.                  IPR Subcommittee.  Immediately after the Effective Date, the Company will establish an Intellectual Property Rights Subcommittee of the Board (the “IPR Subcommittee”), which will, in addition to having those responsibilities and duties given to it by the Board, be responsible for registering or otherwise protecting all Intellectual Property Rights of the Company capable of being protected, if desirable to do so, as decided by the IPR Subcommittee.  The IPR Subcommittee will be further responsible for compiling and delivering all filings and applications (including renewals), or overseeing the same, and approving payments of any associated costs and will instruct Third Party service providers and law firms in this respect.  The IPR Subcommittee may delegate all or some of its functions or responsibilities to any Person (including a Shareholder or their Affiliates).  The IPR Subcommittee will have an equal number of members representing each Shareholder and will meet once each Calendar Quarter unless otherwise instructed by the Board.  Decisions by the IPR Subcommittee will be made by unanimous agreement of all of the members on the IPR Subcommittee and any decisions on which the IPR Subcommittee cannot agree will be elevated to the Board.

3.2.5.                  Development Plan.

(i)                                               General.  Any Development of any Product in any designated field will be conducted pursuant to a comprehensive plan approved by the Board (the “Development Plan”) that describes:  (a) the overall program of Development for the Products, including non-clinical studies, toxicology, chemistry manufacturing and control development, Clinical Trials, regulatory plans and other elements of obtaining Regulatory Approval(s), and associated timelines and priorities, (b) timelines for key Regulatory Authority meetings, filing of applications for Regulatory Approval, and the receipt of Regulatory Approvals, (c) the anticipated tasks and responsibilities and resource allocation for the Company, ▇▇▇▇▇▇▇▇▇, Nestlé and their respective Affiliates pursuant to the Services Agreements and the Research and Development Collaboration Agreement, and (d) a budget for all Development activities (the “Development Budget”).

(ii)                                            Initial Development Plan for HMPL-004.  The initial Development Plan for HMPL-004 (including the initial Development Budget) attached hereto as Exhibit A (the “Initial Development Plan for HMPL-004”) is for the Development of HMPL-004 and related Products for two indications:  ulcerative colitis and Crohn’s Disease.  The Initial Development Plan for HMPL-004 will be effective from the Effective Date until an amended Development Plan is approved by the Board in accordance with this Agreement.

(iii)                                         Amendments to the Development Plan.

(A)                               Once per Calendar Quarter, or more often as the Board deems appropriate, the Product Development Subcommittee will review the then-current Development Plan (including the Development Budget) and if deemed appropriate prepare amendments to the then-current Development Plan and the

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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corresponding Development Budget and submit such amendments for approval of the Board.  Once approved by the Board, such amended Development Plan will cover the remaining current Calendar Year and the next Calendar Year (or such period that the Board will determine) and will contain a corresponding Development Budget, which will appropriately itemize the costs separately for each Product.  Such updated and amended Development Plan will reflect any changes, re-prioritization of studies within, reallocation of resources with respect to, or additions to the then-current Development Plan.  In addition, the Product Development Subcommittee may, of its own accord, prepare amendments to the Development Plan (including amendments to the Development Budget therein) for the Board’s approval from time to time during a Calendar Year in order to reflect changes in such plan and budget for such Calendar Year and the next Calendar Year, in each case, in accordance with the foregoing.  Once approved by the Board, the amended annual Development Plan (including amendments to the Development Budget therein) will become effective for the applicable period on the date approved by the Board (or such other date as the Board will specify).  Any Board-approved amended Development Plan (including the Development Budget therein) will supersede the previous Development Plan for the applicable period.

(B)                               Subject to Section 3.2.5(iv), in the event that the Product Development Subcommittee cannot reach agreement on an amended Development Plan to be submitted to the Board in accordance with this Section 3.2.5(iii), it will inform the Board of its inability to make a decision and the Board will proceed with finalizing the Development Plan without the Product Development Subcommittee’s recommendation.  If the Board is unable to agree on amendments to the Development Plan, the then-current Development Plan will remain in force until such time as an amended plan is adopted in accordance with the terms of this Agreement and, to the extent applicable, the provisions of Section 7.6 will apply.

(iv)                                        Dispute regarding Clinical Activities.

(A)                               If the Board cannot reach a decision as to whether or not to continue or commence a clinical activity (as opposed to decisions regarding the manner in which a Clinical Trial is to be continued or commenced) for a Product for an indication in a Field in a country or countries (such activity, the “Disputed Activity”), the Shareholder wishing to undertake a Disputed Activity has the right to require the Company and its subsidiaries to do so if and for so long as such Shareholder (the “Funding Shareholder”):

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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(1)                                 provides written notice to the Company and the other Shareholder confirming that they require the Company to undertake the Disputed Activity; and

(2)                                 pays all reasonable incremental costs (including without limitation out-of-pocket costs and additional staff cost required to undertake the Disputed Activity) within [**] days of an invoice provided by the Company and its subsidiaries for such payment (such costs, the “Disputed Activity Costs”), subject to the Company and the relevant Shareholder agreeing (such agreement not to be unreasonably withheld) a detailed budget for such Disputed Activity Costs.  Each Shareholder agrees to act in good faith with respect to such discussions.  The Company will update the Shareholders on a monthly basis of the actual costs incurred versus the agreed budget and in any event will notify the Shareholders in the event the actual costs for the clinical activity relating to a Disputed Activity are likely to vary materially from the agreed Budget.

(B)                               In the event that Regulatory Approval is received for a Product for an indication in a field which is and continues to be the subject of a Disputed Activity when Regulatory Approval is received, the Company will, and the Shareholders will cause the Company to, reimburse the Funding Shareholder of all Disputed Activity Costs for such Disputed Activity and the non-Funding Shareholder will pay a further amount equal to [**] of the Disputed Activity Costs for such Disputed Activity to the Funding Shareholder as compensation for the risk incurred by the Funding Shareholder (both payments from the Company and from the non-Funding Shareholder to be made within [**] days of such Regulatory Approval).  Upon receipt of such payment in full by the Funding Shareholder the clinical activity will cease to be a Disputed Activity.  In the event Regulatory Approval is not received for the Product for an indication in the Field which is the subject of a Disputed Activity, the Company will not have any obligation to pay any Disputed Activity Costs for such Disputed Activity.

(C)                               At any time after a Disputed Activity commences for a Product in an indication in a Field until [**] months prior to the estimated date of Regulatory Approval for such Product in such indication (as reasonably estimated and notified in writing to the Shareholders by the Company), the Company may decide to Develop such Product in such indication under the Development Plan by reimbursing all Disputed Activity Costs for such Disputed Activity to the Funding Shareholder; provided that the non-Funding Shareholder may, during such

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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period, in its own sole discretion and on behalf of the Company, elect for the Company to take over the Disputed Activity and to continue to Develop such Product in such indication pursuant to this Section 3.2.5(iv)(C).  Upon receipt of the payment of such Disputed Activity Costs in full by the Funding Shareholder, the clinical activity will cease to be a Disputed Activity.

(D)                               For clarity, with respect to any Disputed Activity, the Funding Shareholder will have all decision-making authority regarding the conduct of the Disputed Activity, and the Company and its subsidiaries will conduct such Disputed Activity along with the Development activities of the Company under the Development Plan.  The Company will ensure that it has sufficient resources to conduct both the Disputed Activity and the Development activities under the Development Plan in accordance with the timelines set out in the Development Plan.  If necessary, and subject to the provisioning of costs set out in this Section 3.2.5(iv)(D), the Company will obtain additional resources to conduct the Disputed Activity at the Funding Shareholder’s expense as part of the Disputed Activity Costs.  The Funding Shareholder will indemnify, defend and hold harmless the other Shareholder and the Company (and, to the extent not affiliated with the Funding Shareholder, each of its and their respective employees, officers, directors, agents and sublicensees) for any losses, claims, liabilities, settlements, penalties, fines damages and expenses (including reasonable attorneys’ fees and expenses) that the other Shareholder or the Company may be required to pay to one or more Third Parties arising from or relating to a Disputed Activity initiated by such Funding Shareholder; provided that such Funding Shareholder will not incur any indemnification obligation to the extent that such claims, damages or expenses relate to or arise from (1) negligence or willful misconduct on the part of the Company, its subsidiaries or the other Shareholder (or their respective employees, officers, directors, agents and subsidiaries) or (2) conduct of an activity which is no longer a Disputed Activity.

The provision of Section 7.6 will not apply to any matters referred to in Section 3.2.5(iv) above on which the Board cannot reach agreement.

(v)                                           New Projects or Products.  Each Party agrees and acknowledges that there will be an open dialogue between the Shareholders and the Company regarding new potential products and/or projects to be added to the Research Plan.  It is the intention of the Parties that the acquisition or license of Products and/or projects internally developed by the Company pursuant to the Research Plan will be discussed and negotiated on a case-by-case basis separate from the financial terms of

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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this Agreement and any other agreement between the relevant Parties.  Neither Shareholder has the obligation to submit any new project or product to the Company or the other Shareholder for consideration and, except as set forth under this Agreement with respect to the Products, the Company will have no obligation to acquire, license or perform any activities with respect to any project or product submitted to it for consideration by a Shareholder.

(vi)                                        Termination of Product Development.  If the Product Development Subcommittee recommends, and the Board agrees, that the Development of a Product should be terminated, either entirely or with respect to an indication in a field or in a country or countries, subject to delivering a written notice to the Company within 30 days of the agreement of the Board to terminate the Development of the Product, either Shareholder will have the right to offer to purchase all rights to such Product or, as applicable, such terminated indication and in, as applicable, such terminated jurisdiction, on reasonable market terms to be negotiated in good faith by the Company and such Shareholder.  If both Shareholders notify the Company that they wish to exercise the right to purchase all rights to the terminated Product, the Board will organize a two round open bid procedure and the Board will grant the relevant right to the Shareholder having made the best offer, taking into account the best interests of the Company.  If neither Shareholder serves a written notice indicating its wish to purchase the rights to the terminated Product within thirty (30) days of the agreement of the Board to terminate the relevant Development, the Board may offer such rights to a Third Party.

3.3.                            Manufacturing Responsibilities.  The Parties agree and acknowledge that the Company will be responsible for the Manufacturing and procurement of clinical supplies required to Manufacture any Products containing HMPL-004 or other Products to which the Company has the right to Manufacture pursuant to any other agreement between it and ▇▇▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇▇▇.  The Company will be further responsible for securing commercial supplies of any such Products, subject to any license agreement that the Company may have entered into.  In furtherance of the above, the Company will select any Third Party manufacturers or service providers on best possible commercial terms for the Manufacture.  With respect to HMPL-004, ▇▇▇▇▇▇▇▇▇ will assign, or procure the assignment, to the Company of all Third Party agreements in effect as of the Effective Date to which ▇▇▇▇▇▇▇▇▇ and/or its Affiliates are a party, that relate to procurement of clinical supplies or Manufacturing of HMPL-004 or a Product containing HMPL-004 as required by the Company.  The Company will, with the Board’s oversight and input, direct the Manufacturing process of such clinical supplies.  With respect to commercial supplies of Products containing HMPL-004 and Products to which the Company has the right to Manufacture hereunder or pursuant to any other agreement between it and ▇▇▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇▇▇, the Company will be responsible for securing such supply and ▇▇▇▇▇▇▇▇▇ will assign, or procure the assignment of, all appropriate agreements to which ▇▇▇▇▇▇▇▇▇ and/or its Affiliates is a party related to the

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Manufacture of such Products, to the Company to the extent and on the timeframe notified to ▇▇▇▇▇▇▇▇▇ by the Board.  For any Manufacturing activities related to the clinical or commercial supply of relevant Products conducted in whole or in part by ▇▇▇▇▇▇▇▇▇ and/or its Affiliates, ▇▇▇▇▇▇▇▇▇ will assign, or procure the assignment of, such manufacturing agreements to the Company.

3.4.                            Commercialization of Products.  The Parties agree and acknowledge that the Company will Commercialize, and develop a Commercialization strategy for all Products (including Products containing HMPL-004 or other Products that the Company has the right to Commercialize pursuant to any other agreement between it and ▇▇▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇▇▇) in their respective Fields, subject to the License Agreements and any other contractual undertakings of the Company from time to time.  Such Commercialization strategy may result in the out-licensing of the Commercialization rights to the relevant Products in the Field to one or more Third Party providers if the Board deems such out-license to be in the Company’s best interest.  Subject to Section 15.2, the Parties agree that prior to approaching any Third Party, the Company will discuss in good faith with Nestlé the terms upon which Nestlé may license the Commercialization rights to the relevant Products in the relevant Field but in no event will the Company be obliged to enter into such license.

ARTICLE IV.
UNDERTAKINGS AND AGREEMENTS OF THE PARTIES

4.1.                            Option Agreement.  On the Effective Date, Nestlé will enter into an option agreement in the form attached hereto as Exhibit B (as amended from time to time by the Parties pursuant to its terms, the “Option Agreement”).  The Parties acknowledge that, in accordance with the terms of the Option Agreement, Nestlé has the right to convert, subject to certain conditions, an interim payment of [**] made to the Company into a loan to be repaid by the Company to Nestlé.

4.2.                            Services Agreement.  On the Effective Date, ▇▇▇▇▇▇▇▇▇ will, or will cause its Affiliates to, enter into a service agreement with the Company for the use of additional experienced employees of ▇▇▇▇▇▇▇▇▇ and/or its Affiliates by the Company in connection with the Development and Manufacture of the Products, in the form attached hereto as Exhibit C (as amended from time to time by the Parties pursuant to its terms, the “▇▇▇▇▇▇▇▇▇ Services Agreement”).  On the Effective Date, Nestlé will, or will cause its Affiliates to, enter into a service agreement with the Company for the use of additional experienced employees of Nestlé and/or its Affiliates by the Company in connection with the Development and Manufacture of the Products, and in connection with the management of Intellectual Property Rights in accordance with Section 3.2.4 in the form attached hereto as Exhibit D (as amended from time to time by the Parties pursuant to its terms, the “Nestlé Services Agreement”).

4.3.                            Research and Development Collaboration Agreement.  On the Effective Date, ▇▇▇▇▇▇▇▇▇ and Nestlé will, or will cause their respective Affiliates to, enter into a research and development collaboration agreement with the Company for the use of additional experienced employees of ▇▇▇▇▇▇▇▇▇, Nestlé and/or their Affiliates by the Company in connection with the research on compounds from the ▇▇▇▇▇▇▇▇▇ Library, in the form attached hereto as Exhibit E (as amended from time to time by the Parties pursuant to its terms, the “Research and Development Collaboration Agreement”).

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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4.4.                            ▇▇▇▇▇▇▇▇▇ Library and ▇▇▇▇▇▇▇▇▇ Botanical R&D Platform.  In accordance with and subject to the terms of the Research and Development Collaboration Agreement, ▇▇▇▇▇▇▇▇▇’▇ Affiliate will grant to the Company on the Effective Date exclusive rights over the ▇▇▇▇▇▇▇▇▇ Library and ▇▇▇▇▇▇▇▇▇ Botanical R&D Platform in the Research Field.

ARTICLE V.
WARRANTIES AND COVENANTS

5.1.                            Of Nestlé.  Nestlé warrants to ▇▇▇▇▇▇▇▇▇ that the following statements are true and correct as of the Execution Date and will be true and accurate as of the Effective Date:

5.1.1.                  It is a company duly organized and validly existing under the laws of its jurisdiction of incorporation.  It has all requisite corporate or other applicable power and authority to enter into and perform its obligations under this Agreement.

5.1.2.                  Its execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its part.  This Agreement has been duly and validly executed and delivered by it and, assuming due and valid authorization, execution and delivery of this Agreement by the other Parties, constitutes legally binding obligations enforceable against it in accordance with the terms of this Agreement, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general application.

5.1.3.                  Its execution, delivery and performance of this Agreement do not and will not violate, breach or conflict with (i) Nestlé’s organizational documents, (ii) any law, rule, regulation, judgment, order or decree applicable to it or (iii) any agreement or instrument by which it is bound or to which any of its assets or properties are subject.

5.1.4.                  No suit, action or other legal proceeding is pending or threatened against Nestlé or its Affiliates before any court, arbitration tribunal or other governmental authority, which seeks to disallow, challenge, enjoin, prohibit or impose any damages, penalties or restrictions on, or otherwise make illegal the consummation of, the transactions contemplated by this Agreement, and no investigation that could reasonably be expected to result in any such suit, action or proceeding is pending against Nestlé or its Affiliates.

5.1.5.                  All other government approvals and all authorizations, consents, approvals and waivers obtained by Nestlé in connection with the execution delivery and performance (as of the Execution Date) of this Agreement or the consummation of the transactions contemplated hereby have been duly obtained.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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5.1.6.                  As of the Effective Date, there is no breach by Nestlé or its Affiliates of any provision (including without limitation, of any representations and warranties granted by Nestlé) of the Option Agreement and the Ancillary Agreements.

5.2.                            Of ▇▇▇▇▇▇▇▇▇.  ▇▇▇▇▇▇▇▇▇ warrants to Nestlé that the following statements are true and correct as of the Execution Date and will be true and accurate as of the Effective Date:

5.2.1.                  ▇▇▇▇▇▇▇▇▇ is a company duly organized and validly existing under the laws of its jurisdiction of incorporation.  It has all requisite corporate or other applicable power and authority to enter into and perform its obligations under this Agreement.

5.2.2.                  The Company is a company duly organized and validly existing under the laws of its jurisdiction of incorporation.  It has all requisite corporate or other applicable power and authority to enter into and perform its obligations under this Agreement.

5.2.3.                  ▇▇▇▇▇▇▇▇▇’▇ and the Company’s execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on their part.  This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ and the Company and, assuming due and valid authorization, execution and delivery of this Agreement by the other Parties, constitutes legally binding obligations enforceable against them in accordance with the terms of this Agreement, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general application.

5.2.4.                  Execution, delivery and performance of this Agreement do not and will not violate, breach or conflict with (i) ▇▇▇▇▇▇▇▇▇’▇ or the Company’s organizational documents, (ii) any law, rule, regulation, judgment, order or decree applicable to ▇▇▇▇▇▇▇▇▇ or the Company or (iii) any agreement or instrument by which ▇▇▇▇▇▇▇▇▇ or the Company is bound or to which any of their assets or properties are subject.

5.2.5.                  No suit, action or other legal proceeding is pending or threatened against ▇▇▇▇▇▇▇▇▇ or its Affiliates or the Company before any court, arbitration tribunal or other governmental authority, which seeks to disallow, challenge, enjoin, prohibit or impose any damages, penalties or restrictions on, or otherwise make illegal the consummation of, the transactions contemplated by this Agreement and no investigation that could reasonably be expected to result in any such suit, action or proceeding is pending against ▇▇▇▇▇▇▇▇▇ or its Affiliates or the Company.

5.2.6.                  All other government approvals and all authorizations, consents, approvals and waivers from any Person required to be obtained by ▇▇▇▇▇▇▇▇▇ in connection with the execution, delivery and performance (as of the Execution Date) of this Agreement or the consummation of the transactions contemplated hereby have been duly obtained.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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5.2.7.                  As of Effective Date, there is no breach by ▇▇▇▇▇▇▇▇▇ or any of its Affiliates of any provision (including without limitation, of any representations and warranties granted by ▇▇▇▇▇▇▇▇▇ or any of its Affiliates) of the Option Agreement and the Ancillary Agreements.

5.3.                            Of the Guarantor.  The Guarantor warrants to Nestlé and the Company that the following statements are true and correct as of the Effective Date:

5.3.1.                  It is a company duly organized and validly existing under the laws of its jurisdiction of incorporation.  It has all requisite corporate or other applicable power and authority to enter into and perform its obligations under this Agreement.

5.3.2.                  Its execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its part.  This Agreement has been duly and validly executed and delivered by it and, assuming due and valid authorization, execution and delivery of this Agreement by the other Parties, constitutes legally binding obligations enforceable against it in accordance with the terms of this Agreement, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general application.

5.3.3.                  Its execution, delivery and performance of this Agreement do not and will not violate, breach or conflict with (i) the Guarantor’s organizational documents, (ii) any law, rule, regulation, judgment, order or decree applicable to it or (iii) any agreement or instrument by which it is bound or to which any of its assets or properties are subject.

5.3.4.                  No suit, action or other legal proceeding is pending or threatened against the Guarantor or its Affiliates before any court, arbitration tribunal or other governmental authority, which seeks to disallow, challenge, enjoin, prohibit or impose any damages, penalties or restrictions on, or otherwise make illegal the consummation of, the transactions contemplated by this Agreement, and no investigation that could reasonably be expected to result in any such suit, action or proceeding is pending against the Guarantor or its Affiliates.

5.3.5.                  All other government approvals and all authorizations, consents, approvals and waivers obtained by the Guarantor in connection with its execution delivery and performance (as of the Execution Date) of this Agreement or its consummation of the transactions contemplated hereby have been duly obtained.

5.4.                            HMPL-004 Warranties.  ▇▇▇▇▇▇▇▇▇ represents and warrants to the Company and Nestlé that each of the HMPL-004 Warranties are true and accurate as of the Execution Date and will be true and accurate on the Effective Date.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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ARTICLE VI.
ADDITIONAL FUNDING; ACQUISITION AND OWNERSHIP OF SHARES

6.1.                            Additional Funding.

6.1.1.                  Responsibility.  The Shareholders will be responsible for providing additional funding required by the Company from the Shareholders as determined and in an amount and in the timeframe determined by the Board (whether in the form of capital contributions, shareholder loans or guarantees or otherwise); provided that each Shareholder will be responsible for only a percentage of the additional required funding equal to its respective Ownership Percentage at the time of such funding.  All such additional funding (a) in the form of capital contributions will be made at Fair Market Value and (b) in the form of debt financing will be made on arm’s length terms.

6.1.2.                  Failure to Fund.  In the event that a Shareholder fails to provide additional funding to the Company pursuant to Section 6.1.1, the other Shareholder may elect to either (a) as its sole remedy in respect of such failure to fund only, terminate this Agreement pursuant to Section 14.2.1 or Section 14.3.1, as applicable; (b) provide the additional funding to the Company it owes pursuant to Section 6.1.1 and, at its discretion, all or some (or none) of the additional funding owed by the non-funding Shareholder by way of subscription to Shares for a price equal to the Fair Market Value, thereby increasing its Ownership Percentage while decreasing the non-funding Shareholder’s Ownership Percentage; or (c) provide no additional funding (including any funding it owes pursuant to Section 6.1.1).

6.1.3.                  Short-Term Funding.  Notwithstanding anything to the contrary in this Agreement, in the event that additional funding is required by the Company to fund the Budget approved by the Board, each Shareholder will make a short- term loan facility available to the Company in the amount equal to the total required funding multiplied by such Shareholder’s Ownership Percentage.  The terms of such short-term facility will be acceptable to the Board and repayable by the Company over a [**] month period with interest.  If a Shareholder fails to provide short term funding to the Company within [**] Business Days of such funding being due and payable pursuant to this Section 6.1.3 on more than [**] occasions in any [**] year period the other Shareholder may elect to terminate this Agreement as its sole remedy in respect of such failure to provide short-term funding only.

6.1.4.                  Payment Priority.  If there is one or more short-term facilities granted under Section 6.1.3 outstanding at the time of the Company’s liquidation or sale of all or substantially all of its assets, subject to the Company having sufficient funds following such payments to settle all outstanding creditors, the outstanding short-term facilities (including interest accrued thereunder) will be repaid in full prior to the payment of any of the Company’s other outstanding obligations unless otherwise determined by the Board or under any agreement with a Third Party approved by the Board.  Where sufficient funds would not be available to settle all outstanding creditors, the Shareholders will be repaid in accordance with Applicable Laws.  The Shareholders agree and acknowledge that, as of the Execution Date, the Shareholders anticipate the need to make short-term facilities available to the Company pursuant to this Section 6.1.4.

6.2.                            Preemptive Subscription Rights.  Except as otherwise may be provided in this Agreement, each Shareholder will have the preemptive right (subject to the

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Shareholders’ obligations to make capital contributions pursuant to Section 6.1) to subscribe for and purchase up to its pro rata portion (equal to such Shareholder’s then current Ownership Percentage) of any additional Shares or Share Equivalents newly issued by the Company at Fair Market Value to enable such Shareholder to maintain its Ownership Percentage.

6.3.                            Lock-Up Period.  During the period beginning on the Effective Date and ending on the [**] anniversary of the Effective Date (the “Lock-Up Period”), neither Shareholder nor any of their agents, nominees, or Affiliates will sell, transfer, pledge, mortgage or encumber, or agree to sell, transfer, pledge, mortgage or encumber, or otherwise dispose (“Transfer”) of any Shares without the prior written consent of the other Shareholder.

6.4.                            Right of First Refusal.

6.4.1.                  Following the Lock-Up Period and during the JV Term, in the event a Shareholder (the “Transferring Shareholder”) intends to Transfer to a Third Party (the “Third Party Purchaser”) all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to the Non-Transferring Shareholder of its intention to Transfer the Transfer Shares, setting forth the number of the Transfer Shares intended to be Transferred, the identity of the Third Party Purchaser (including the identity of the ultimate beneficial owner(s)), the proposed price per Share and other major terms and conditions of the proposed Transfer of the Transfer Shares.

6.4.2.                  The Non-Transferring Shareholder will then have the right to purchase all (but not some) of the Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the Transferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder.

6.4.3.                  If the Non-Transferring Shareholder exercises its right under this Section 6.4, the closing of the purchase of the Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be mutually agreed upon by the Shareholders, subject to any approvals required under Applicable Laws.

6.4.4.                  If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the expiration of such [**] day period, to transfer all (but not some) of the Transfer Shares so offered to the Non-Transferring Shareholder to the Third Party Purchaser specified in the Transfer Notice at a per Share price equal to or higher than, and upon terms and conditions no more favorable than, set out in the Transfer Notice provided that such Third Party Purchaser will agree to be,

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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and become, bound to this Agreement and succeed to all of the rights and obligations of the Transferring Shareholder.  In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, any subsequent Transfer will again be subject to the provisions of this Section 6.4.

6.4.5.                  Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio.

6.4.6.                  No Shareholder will have the right to sell some (but not all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s).

6.4.7.                  The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to direct Transfers and to the Transfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company.

6.4.8.                  The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements.

6.4.9.                  The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Parties will negotiate in good faith appropriate amendments to this Agreement and the Ancillary Agreements to account for such additional holder of Shares or Share Equivalents and will, if appropriate, require any such Third Party to become a party to this Agreement, as so amended, as a condition to acquiring such Shares or Share Equivalents.  Each Party will not unreasonably withhold or delay consent to commercially reasonable terms.

6.5.                            Exercise of Voting Rights.  Each Party agrees to take all actions necessary to ensure that the Company will be managed, and the rights and obligations of the Shareholders will be implemented and enforced, in accordance with the terms of this Agreement, including voting all Shares held by it and (subject to fiduciary duties of the Directors under Applicable Laws) directing the Directors nominated by it to vote to give effect to the terms of this Agreement; provided, however, that the Shareholders will not be restricted from voting their respective Shares as they see fit so long as such exercise of voting rights does not conflict with the terms of this Agreement.

6.6.                            Additional Shares Acquired by the Shareholders.  The provisions of this Agreement will apply to any other or additional Shares issued to, purchased or acquired by either Shareholder, whether such other or additional Shares are received, subscribed for, purchased or acquired by reason of any share dividend, share split or consolidation, capital increase, corporate merger or split, reorganization or other transactions or events.

6.7.                            Shares and Share Equivalents Held by Affiliates.  Notwithstanding the other provisions of this ARTICLE VI, each Shareholder will have the right to Transfer any

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Shares to any of its respective Affiliates provided that such Shareholder agrees to (i) procure the performance by such Affiliate of any obligation imposed on it under this Agreement (ii) repurchase such Shares in the event such Affiliate ceases to be an Affiliate and (ii) procure that such Affiliate enters into a Deed of Adherence in the form set out in Schedule 1.33.  Any Shares or Share Equivalents held by any Affiliate(s) of a Shareholder will be deemed owned and held by such Shareholder for all purposes of this Agreement (including for the purpose of determining such Shareholder’s Ownership Percentage), and such Shareholder will procure that all such Shares will be voted to give effect to and in accordance with the terms of this Agreement and that no such Shares or Share Equivalents will be Transferred except in accordance with the terms of this Agreement, in each case as if they were directly owned and held by such Shareholder.

6.8.                            Dividend Policy.  The Shareholders will cause the Company to pay such dividends out of its distributable net earnings as are consistent with its operating and investment plans as approved by the Board.  The payment and level of any dividend will be determined by the Board and approved by the Shareholders at a general meeting of Shareholders.  In determining the amount of dividends to be distributed for each fiscal year, the Board will take into account the debt-to-equity ratio of the Company and the financial operating needs of the Company.

6.9.                            Fiscal Year.  The Shareholders will cause the fiscal year of the Company to commence on January 1 and end on December 31 of each year; provided, however, that the first fiscal year will commence on the date of incorporation and end on December 31 of that year.

ARTICLE VII.
BOARD OF DIRECTORS OF THE COMPANY

7.1.                            Authority; Governance.

7.1.1.                  Board of Directors.  The composition and role of the Board of Directors of the Company (the “Board”) is set forth in this ARTICLE VII.

7.1.2.                  Key Officers.

(i)                                               ▇▇▇▇▇▇▇▇▇ will initially nominate the person to be appointed by the Board as the General Manager of the Company (the “General Manager”).  The General Manager will have the duties and limitations set forth in Section 9.1.  The right to nominate a General Manager will alternate between ▇▇▇▇▇▇▇▇▇ and Nestlé every [**] years.

(ii)                                            Nestlé will initially nominate the person to be appointed by the Board as the Finance Director of the Company (the “Finance Director”).  The Finance Director will have the duties and limitations set forth in Section 9.2.  The right to nominate a Finance Director will alternate between ▇▇▇▇▇▇▇▇▇ and Nestlé every [**] years.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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7.2.                            Composition of the Board.

7.2.1.                  Directors.

(i)                                               The Board will consist of eight (8) Directors, with four (4) Directors nominated by each of ▇▇▇▇▇▇▇▇▇ and Nestlé.  In the event that the Ownership Percentage of a Shareholder decreases beneath fifty percent (50%), the number of Directors each Shareholder is entitled to nominate, as a percentage of the total number of Directors, will be as close as possible to the Ownership Percentage of each Shareholder, provided that any Shareholder with an Ownership Percentage of less than [**] will not be entitled to nominate any Director.

(ii)                                            Each Shareholder entitled to nominate one or more Directors will consult in good faith with the other Shareholder prior to making such nomination, although the final decision to appoint such Director(s) will ultimately reside with such Shareholder.

7.2.2.                  Chairman.  For so long as the Shareholders have an equal Ownership Percentage in the Company, the Shareholder entitled to nominate the chairman of the Board (the “Chairman”) will rotate every [**] years with Nestlé initially having such right as of the Effective Date; provided that in the event that the Ownership Percentage of a Shareholder decreases beneath [**], the Shareholder with an Ownership Percentage above [**] will solely have the right to nominate the Chairman.  The Chairman will conduct the following activities of the Board:  (a) calling meetings of the Board, (b) preparing and issuing minutes of each such meeting within thirty (30) days thereafter, and (c) preparing and circulating an agenda for the upcoming meeting; provided, that the Chairman will include any agenda items proposed by either Director.  The Chairman will not have any casting or second vote.

7.2.3.                  Replacement of Directors.

(i)                                               Each Shareholder will have the right to replace any of its nominated Directors at any time for any reason, whether the term of his office has expired or not, without the consent of the other Shareholder; provided, however, that the Shareholder who so replaces its nominated Director will indemnify the Company for any claims, damages or expenses made or claimed by the replaced Director by reason of such replacement.  If a Shareholder gives written notice of such replacement to the other Shareholder, the Shareholders will take and cause to be taken all necessary actions (including causing their respective nominated Directors to hold a meeting of the Board and adopt the necessary resolutions) to convene a general meeting of Shareholders as soon as practicable to elect a replacement Director nominated by the Shareholder who desires to replace its nominated Director.

(ii)                                            If the number of Directors that a Shareholder is entitled to nominate is reduced hereunder, such Shareholder will determine which Director or Directors nominated by it are to be removed and cause such Director or

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Directors to resign or to be removed forthwith, and will indemnify and hold the Company harmless against any claims, damages or expenses made or incurred by reason of such resignation or removal.  Furthermore, such Shareholder will exercise its voting rights in favor of the election of the person(s) nominated by the other Shareholder as new Director or Directors, if such other Shareholder is entitled to fill the vacant office(s) of the resigning or removed Director or Directors hereunder.

7.2.4.                  Cooperation.  Each Shareholder will exercise (and will cause each of its Affiliates to exercise) its voting rights so that the nominees of the other Shareholder will be elected as Directors in accordance with this Section 7.2 during the term of this Agreement.  In addition, in connection with a general meeting of Shareholders at which the election of any Directors nominated by either Nestlé or ▇▇▇▇▇▇▇▇▇ is proposed, ▇▇▇▇▇▇▇▇▇ or Nestlé, as the case may be, will exercise (and will cause each of its Affiliates to exercise) any and all voting rights it may have through proxies or powers of attorney in favor of the election of such Directors.

7.3.                            Authority and Responsibility.

7.3.1.                  General.  Except as otherwise set forth in this Agreement or mandated by Applicable Laws, ultimate responsibility for the management, direction and control of the Company will be vested in the Board; provided that, notwithstanding anything to the contrary in this Agreement, the matters listed in Schedule 8.1 hereto will require approval of the Shareholders at a general meeting of Shareholders of the Company, which approval must be made by the holders of not less than the number of Shares equal to [**] of the then outstanding Shares plus [**].  The Board may establish subcommittees as the Parties mutually deem appropriate and will establish the subcommittees referred to in this Agreement.

7.3.2.                  Responsibilities.  Subject to the terms of this Agreement, the Board will be responsible for, in particular without limitation, the Board Approval Matters.

7.4.                            Meetings of the Board.

7.4.1.                  Meetings of the Board will be held at least twice per fiscal year at the principal office of the Company unless otherwise determined by the Board as to frequency and/or location.  Meetings of the Board may also be convened at the request of any Director by written notice to the other Directors.

7.4.2.                  In convening a meeting of the Board, a written notice (in English) stating the agenda, date, time and place of the meeting will be sent to all of the Directors at least thirty (30) days prior to the date of such meeting.  Such notice may be given by e-mail or facsimile.  Each notice of a meeting of the Board will be accompanied by a copy of all reports and materials that are necessary or appropriate for prior review and consideration by the Directors of the matters on the agenda.  The notice period set forth herein may be shortened or omitted with the written consent of all of the Directors.  For this and other secretarial matters required by the Company, ▇▇▇▇▇▇▇▇▇ will provide secretarial support

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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to the Company for so long as the Ownership Percentage of ▇▇▇▇▇▇▇▇▇ and its Affiliates is [**] or more.

7.4.3.                  The Chairman will preside over each meeting of the Board.  In the event the Chairman is unable or unwilling to perform such duty with respect to a meeting of the Board, the most senior of the Director (in age) will act as chairman of such meeting.

7.4.4.                  Each meeting of the Board will be conducted in English.  The Company will provide such support as is reasonably necessary to ensure that all participants are able to fully understand and participate in the meeting.  Directors may participate in and vote at a meeting of the Board via video conferencing equipment whereby all participants in the meeting can simultaneously see and hear each other or, to the extent permissible under Applicable Laws, via telephone conferencing equipment whereby all participants in the meeting can simultaneously hear each other.

7.4.5.                  A quorum for a meeting of the Board will be the presence of at least four (4) Directors then in office with at least two (2) Directors nominated by each Shareholder being present.  Subject to Section 7.3.1, all actions and resolutions taken at a meeting of the Board will be adopted by an affirmative vote of a majority of the Directors present at the meeting.  Where a Director is unable to attend a meeting of the Board, such Director will undertake reasonable efforts to appoint an alternate Director to attend such meeting of the Board and such alternate Director shall count in the quorum and be entitled to vote on behalf of the Director for who they are an alternate for (in addition to their own vote where such alternate Director is also a Director).

7.5.                            Report to the Board.  The Company will report the following information to the Board once each calendar month:

7.5.1.                  The unaudited financial statements of the Company (prepared in accordance with IFRS) consisting of a balance sheet as of the end of the preceding calendar month and the related statements of income (including earnings per share), shareholders’ equity and cash flows for the calendar month then ended, certified by the Finance Director of the Company; and

7.5.2.                  A written report comparing actual results for such calendar month to the annual budget and business plan and containing comments on any other significant operational or other developments which may have a material impact on the business of the Company.

7.6.                            Deadlock

7.6.1.                  Where (a) at a meeting of the Board or (b) at a meeting of the Shareholders, an agreement cannot be reached on a matter (the “Unresolved Matter”), such meeting of the Board or the Shareholders, as applicable, will be adjourned for a period of [**] days before being reconvened (the “Reconvened Meeting”) for reconsideration by the Board or the Shareholders, as applicable, of such Unresolved Matter.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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7.6.2.                  In the event that, at a Reconvened Meeting, the Directors or the Shareholders (as applicable) are still unable to reach agreement on the Unresolved Matter, then a deadlock will be deemed to have occurred.  When a deadlock is deemed to have occurred, Nestlé or ▇▇▇▇▇▇▇▇▇ may within fifteen (15) Business Days of the Reconvened Meeting give written notice (the “Deadlock Notice”) to the other that a deadlock has occurred and identify the matter over which the Parties are deadlocked (the “Deadlock Matter”).

7.6.3.                  Within five (5) Business Days of service of a Deadlock Notice, the Deadlock Matter will be referred to the Chief Executive Officer of Nestlé S.A. (or its designee) and the Group Managing Director of ▇▇▇▇▇▇▇▇▇ Whampoa Limited (or its designee).  Each Shareholder will use all reasonable endeavors in good faith to resolve the Deadlock Matter.

7.6.4.                  [**]

(i)                                               [**]

(ii)                                            [**]

(iii)                                         [**]

7.6.5.                  [**].

7.6.6.                  In the event of a Deadlock and for so long as the Deadlock Matter remains unresolved, the Shareholders will do all things reasonably in their power to ensure that the Company continues to operate in the ordinary course of its business (including without limitation all Clinical Trials) as such business existed at the time the Deadlock Matter arose and in accordance with the last budgets (including without limitation the Development Budget) and Development Plans then in force.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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ARTICLE VIII.
GENERAL MEETING OF SHAREHOLDERS

8.1.                            Authority and Responsibility.  The Shareholders will decide and resolve the matters listed in Schedule 8.1 hereto and other matters reserved by Applicable Laws at a general meeting of Shareholders.

8.2.                            General Meetings of Shareholders.

8.2.1.                  An annual general meeting of Shareholders will be held within three (3) months after the close of each fiscal year of the Company.  An extraordinary general meeting of Shareholders may be held at any time pursuant to a resolution of the Board or by notice of either Shareholder to the other, with a copy of the notice being provided to the Board.

8.2.2.                  In convening a general meeting of Shareholders, a written notice (in English) stating the agenda, date, time and place of the meeting will be sent to all of the Shareholders at least fourteen (14) days prior to the date of such meeting.  Each notice of a general meeting of Shareholders will be accompanied by a copy of all reports and materials that are necessary or appropriate for prior review and consideration by the Shareholders of the matters on the agenda.  The notice period set forth herein may be shortened or omitted with the written consent of all of the Shareholders.

8.2.3.                  The Chairman will preside over each general meeting of Shareholders as chairman.  In the event the Chairman is unable or unwilling to perform such duty with respect to a general meeting of Shareholders, a Director or an officer appointed by an affirmative vote of a majority of the Shares represented in person or by proxy at such meeting will preside over each general meeting of Shareholders as chairman of such meeting.

8.2.4.                  General meetings of Shareholders will be conducted in English.  The Company will provide such support as is necessary to ensure that all participants are able to fully understand and participate in the meetings.

8.3.                            Quorum and Voting Requirements.  Except to the extent otherwise required by mandatory provisions of Applicable Laws, any resolution or action at a general meeting of Shareholders will require an affirmative vote (whether in person or by proxy) of fifty percent (50%) of the total issued and outstanding Shares plus one (1) Share.

ARTICLE IX.
OFFICERS; MANAGEMENT OF THE COMPANY

9.1.                            General Manager.  The Company will have a General Manager.  Each Shareholder will exercise (and will cause each of its Affiliates to exercise) its voting rights so that the nominee of the Shareholder responsible for making such nomination pursuant to this Agreement will be elected as General Manager for the relevant period during the JV Term.  The General Manager will be responsible for all day-to-day operating matters involving the Company and its subsidiaries, represent the Company, observe

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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and enforce the matters resolved by the Board and the general meeting of Shareholders and the provisions of this Agreement and be responsible for the general management of the Company.  Notwithstanding anything to the contrary in this Agreement, the General Manager will not have the ability to make any decision which would result in a Party failing to act in accordance with this Agreement nor will the General Manager make any decision that is inconsistent with the then-current Budget or Development Plan.  The party nominating the General Manager will be liable for paying the salary and compensation of the General Manager until such time as the Board agrees that the General Manager will either become a full-time employee of the Company, or be otherwise compensated by the Company.

9.2.                            Finance Director.  The Company will have a Finance Director.  Each Shareholder will exercise (and will cause each of its Affiliates to exercise) its voting rights so that the nominee of the Shareholder responsible for making such nomination pursuant to this Agreement will be elected as Finance Director for the relevant period during the JV Term.  The Finance Director will be responsible for all day-to-day financial matters involving the Company and its subsidiaries, represent the Company, observe and enforce the financial matters resolved by the Board and the general meeting of Shareholders and the provisions of this Agreement and be responsible for the general financial management of the Company.  Notwithstanding anything to the contrary in this Agreement, the Finance Director will not have the ability to make any decision which would result in the Company or a Shareholder failing to act in accordance with this Agreement nor will the Finance Director make any decision that is inconsistent with the then-current Budget or Development Plan.  The party nominating the Finance Director will be liable for paying the salary and compensation of the Finance Director until such time as the Board agrees that the Finance Director will either become a full time employee of the Company, or be otherwise compensated by the Company.

9.3.                            Powers and Duties.  Subject to the terms of this Agreement and the powers reserved to the Board and to the general meeting of Shareholders by Applicable Laws, the powers and duties of the General Manager and the Finance Director will be determined from time to time by the Board, and the powers and duties of all other officers of the Company will be determined from time to time by the General Manager.  The General Manager and the Finance Director will report to the Board.

9.4.                            Compensation.  The amount of remuneration, bonuses and severance allowances payable to the General Manager, the Finance Director and Directors will be determined by the Board.  Severance allowances payable to the Directors will be determined in accordance with the officer severance pay regulations of the Company adopted by the Board.  Notwithstanding the foregoing, a Director performing no executive or officer functions will receive no compensation from the Company.

9.5.                            Indemnification of Directors and Officers.  To the maximum extent permitted by Applicable Laws, the Company will indemnify each Director, General Manager, Finance Director and other officers against all claims, judgments, liabilities (including liabilities to the Company), damages, expenses and costs (including attorneys’ fees and disbursements) for which he has been held liable or which he has incurred in connection with or arising out of the performance of his duties in his official capacity as Director, General Manager, Finance Director or other officer, unless such Director, General Manager, Finance Director or other officer acted in a manner that was

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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negligent, faulty in breach of his duties, or in breach of trust.  With respect to all claims, judgments, liabilities (including liabilities to the Company), damages, expenses and costs (including attorneys’ fees and disbursements) for which a Director, General Manager, Finance Director or other officer has been held liable or which he has incurred in connection with or arising out of the performance of his duties in his official capacity as Director, General Manager, Finance Director or other officer but which are not indemnifiable by the Company pursuant to this Section 9.5 and are insurable at a commercially reasonable cost, the Company will obtain and maintain a directors’ and officers’ liability insurance policy with commercially reasonable coverage.

ARTICLE X.
INFORMATION RIGHTS

10.1.                     Financial Information.  As long as a Shareholder has an Ownership Percentage of [**] or more, the Company will, and the Shareholders will procure the Company, to furnish such Shareholder with the information and materials set forth in Sections 10.1.1 through 10.1.3 below, together with an English version or translation thereof:

10.1.1.           Within [**] days after the end of each Calendar Year, draft audited financial statements (including notes thereto) consisting of at least a balance sheet as of the end of such fiscal year and the related statements of income (including earnings per share) for the fiscal year then ended, prepared in accordance with IFRS and audited by a firm of independent public accountants of recognized standing which is mutually acceptable to the Parties;

10.1.2.           Within [**] days after the end of each Calendar Year, (i) annual management reports and (ii) audited financial statements (including notes thereto) consisting of a balance sheet as of the end of such fiscal year and the related statements of income (including earnings per share), shareholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with IFRS and audited by a firm of independent public accountants of recognized standing which is mutually acceptable to the Parties; and

10.1.3.           Within [**] days after the end of each Calendar Quarter, unaudited financial statements (including footnotes thereto) consisting of a balance sheet as of the end of such fiscal quarter and the related statements of income (including earnings per share), shareholders’ equity and cash flows for the fiscal quarter then ended, certified by the chief financial officer of the Company.

10.2.                     Other Information.  As long as a Shareholder has an Ownership Percentage of [**] or more, the Company will, and the Shareholders will procure the Company to, furnish such Shareholder with such information and/or materials as may be reasonably requested by such Shareholder to make an informed judgment pursuant to this Agreement or with respect to the agenda of a meeting of the Board or a general meeting of Shareholders, as soon as such information and/or materials are available and, as applicable, an English version or translation thereof.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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10.3.                     Cooperation.  As long as a Shareholder has an Ownership Percentage of [**] or more, the Company will, and the Shareholders will procure the Company to, make its financial management personnel available to such Shareholder as may be reasonably requested so that such Shareholder can consult with, and receive information from, such personnel as necessary to comply with any Applicable Laws.  Furthermore, the Parties agree to, from time to time, amend this Section 10.3 at either Shareholder’s request to allow a Shareholder to receive information of a certain type (and/or at such a time) necessary for such Shareholder to comply with any Applicable Laws.

ARTICLE XI.
INTELLECTUAL PROPERTY

11.1.                     Ownership and License of Intellectual Property.

11.1.1.           As between the Parties and subject to the terms of the Ancillary Agreements, each Party will own any Intellectual Property owned or otherwise Controlled by such Party as of the Effective Date provided that the Company will own the Acquired Technology as of the Execution Date.

11.1.2.           Subject to the terms of the Ancillary Agreements and the License Agreements, (i) any and all inventions and other Intellectual Property that are conceived, discovered, developed or reduced to practice by the Company, or any Affiliate or Third Party (including the Shareholders) as part of its engagement by the Company to undertake work on behalf of or for the Company, as a result of or in connection with the Research, Development, Manufacturing, Commercialization, distribution or sale of the ▇▇▇▇▇▇▇▇▇ Compounds and the Products will vest in and be owned by the Company, and (ii) the Company will bear all costs of registering, maintaining, protecting and enforcing Intellectual Property owned by the Company.

11.2.                     Ownership of Clinical Data and Trademarks.  Subject to the terms of the Ancillary Agreements and the License Agreements, the Company will own all clinical data and trademarks related to the ▇▇▇▇▇▇▇▇▇ Compounds and the Products conceived, discovered, developed or reduced to practice by the Company, or any Affiliate or Third Party (including the Shareholders) as part of its engagement by the Company to undertake work on behalf of or for the Company.

11.3.                     Ownership of Regulatory Filings and Approvals.  Subject to the terms of the License Agreements, the Company will own and undertake all measures required to obtain and maintain Regulatory Approvals in any country or countries and the Board will determine who will own all regulatory filings and Regulatory Approvals for the ▇▇▇▇▇▇▇▇▇ Compounds and Products in any other jurisdictions.

11.4.                     Conflict with Terms of an Ancillary Agreement.  For the avoidance of doubt, in the event of any inconsistency between the terms of this ARTICLE XI and the terms of the Ancillary Agreements, a License Agreement or the Option Agreement, the terms of the relevant Ancillary Agreement, License Agreement or the Option Agreement will prevail.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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ARTICLE XII.
CONFIDENTIALITY OF INFORMATION

12.1.                     Confidentiality.  Each Party (the “Receiving Party”) agrees to keep in strict confidence all Confidential Information that the other Party (the “Disclosing Party”) provides, communicates or otherwise makes available to the Receiving Party and to protect the Confidential Information with the same degree of care normally used to protect its own Confidential Information of a similar nature.  The Receiving Party will not disclose or allow disclosure of any Confidential Information to any Third Party and will not use any Confidential Information in any manner, except, in each case, for the purposes of implementing and enforcing this Agreement, the Option Agreement, each License Agreement or any Ancillary Agreement, without the prior written consent of the Disclosing Party.

12.2.                     Exceptions.  The restrictions and obligations set forth in Section 12.1, 12.3 and 12.7 will not apply to any Confidential Information:

12.2.1.           which is or becomes generally available to the public through no fault on the part of the Receiving Party;

12.2.2.           which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation;

12.2.3.           which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use;

12.2.4.           which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or

12.2.5.           which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to the ▇▇▇▇▇▇▇▇▇ Compounds or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 12.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances

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that confidential treatment will be accorded to such information; and (z) without limiting the generality of the foregoing, the Parties will use commercially reasonable efforts to ensure that, subject to Applicable Laws, the list of the Products is redacted from any copy of this Agreement, the Option Agreement, each License Agreement and any Ancillary Agreement required to be filed with any government or regulatory body.

12.3.                     Accuracy of Confidential Information.  Each Party hereby acknowledges that the Confidential Information of the other Parties may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development.  Except as specifically provided in ARTICLE Article XII, no Party makes any representations regarding the accuracy of its Confidential Information.

12.4.                     Remedies for Breach of Confidentiality Obligations.  The Parties acknowledge that it will be impossible to measure the damages that would be suffered by the other Parties if a Party fails to comply with this ARTICLE XII and that in the event of any such failure, there may not be adequate remedy under Applicable Laws.  Each Party will, therefore, be entitled in addition to any other rights and remedies to obtain specific performance by the other Parties of the obligations under this ARTICLE XII and to obtain immediate injunctive relief without having to post a bond.  No Party will urge, as a defense to any proceeding for such specific performance or injunctive relief by another Party for breach of this ARTICLE XII, that the other Party has an adequate remedy under Applicable Laws.

12.5.                     Measures to Keep Confidentiality.  Each Party agrees that, prior to giving access to any Confidential Information to any of its Affiliates or any of its or such Affiliates’ respective directors, officers, employees, advisors, consultants and agents, it will require each such Person to agree to be bound by all obligations of confidentiality and non-use under this ARTICLE XII, and will take all reasonable steps and measures to ensure that each such Person will enter into a confidentiality undertaking to comply with and perform such obligations, in each case to the same extent as if they were direct parties to this Agreement.

12.6.                     Publicity.  The Parties agree to coordinate all publicity with respect to their relationships and plans as shareholders of the Company.  No Party will issue or make any press release or other public announcement or make any other public announcement with respect to the existence and terms of the Joint Venture, this Agreement, the Ancillary Agreements, the Option Agreement, the transactions contemplated hereby or thereby or the business, operations or activities of the Company and, except as required by any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) or by Applicable Laws, judgment, decree or order without the prior written consent of the other Parties, which consent will not be unreasonably withheld or conditioned.

12.7.                     Survival of Obligations.  The obligations undertaken by the Parties under this ARTICLE XII (other than Section 12.6) will survive the termination of this Agreement for any reason and will remain in effect and be binding on the Parties for a period of ten (10) years after the termination of this Agreement; provided that to the extent any Confidential Information constitutes a trade secret, as defined in the U.S. Uniform Trade Secrets Act or any Applicable Laws, then the Receiving Party will

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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keep such trade secret confidential until such time as the Confidential Information no longer qualifies as a trade secret under Applicable Laws.

ARTICLE XIII.
GUARANTEE AND INDEMNITIES

13.1.                     Guarantee of Guarantor.  In consideration for Nestlé entering into this Agreement, the Guarantor irrevocably and unconditionally guarantees to each of the Company and Nestlé the punctual performance of all obligations of ▇▇▇▇▇▇▇▇▇ under Section 13.4 of this Agreement and undertakes to each of the Company and Nestlé that whenever ▇▇▇▇▇▇▇▇▇ does not pay any amount when due under or in connection with Section 13.4 of this Agreement, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor, so that the same benefits are conferred on each of the Company and Nestlé as they would have received if such obligation had been performed and satisfied by ▇▇▇▇▇▇▇▇▇.

13.2.                     The Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities in Section 13.1 undertakes to indemnify and hold each of the Company and Nestlé harmless from and against any loss or costs suffered or incurred by it as a result of the non-performance by ▇▇▇▇▇▇▇▇▇ of any of its obligations under this Agreement.  This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by ▇▇▇▇▇▇▇▇▇ under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

13.3.                     The obligations of the Guarantor will not be affected by any act, omission, matter or thing which, but for this ARTICLE XIII, would reduce, release or prejudice any of its obligations under this Agreement including (i) any time, waiver or consent granted to ▇▇▇▇▇▇▇▇▇ or any other person, (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against ▇▇▇▇▇▇▇▇▇ under this Agreement, (iii) the insolvency (or similar proceedings) of ▇▇▇▇▇▇▇▇▇, any incapacity or lack of power, authority or legal personality of ▇▇▇▇▇▇▇▇▇ or change in control, ownership or status of ▇▇▇▇▇▇▇▇▇, (iv) any amendment to this Agreement (subject to such amendment not increasing the extent of the Guarantor’s liability under this Guarantee without the Guarantor’s consent), (v) any illegality, invalidity or unenforceability of any obligation of any person under this Agreement, or (vi) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of the Guarantor or any of the rights, powers and remedies conferred on the Company and Nestlé under this Agreement.  The Guarantor waives any right which it may have to first require the Company or Nestlé to proceed against ▇▇▇▇▇▇▇▇▇ before claiming from the Guarantor under this ARTICLE XIII.

13.4.                     Indemnification by ▇▇▇▇▇▇▇▇▇.  Without restricting the rights of the Company or Nestlé to claim damages on any basis, in the event of any claim by the Company or Nestlé against ▇▇▇▇▇▇▇▇▇ in respect of (i) any matter that results from the use of the Acquired Technology prior to the Effective Date by ▇▇▇▇▇▇▇▇▇, its Affiliates, its assignees, licensees or sublicenses (including all employees, agents and subcontractors thereof), (ii) any breach of any representation or warranty set out in Section 5.4, or (iii) any misrepresentation in or omission from any schedule,

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document, certificate or other instrument relating to the Acquired Technology, ▇▇▇▇▇▇▇▇▇ covenants with the Company and Nestlé to pay on demand to each of the Company and Nestlé an amount equal to the aggregate of all liabilities, obligations, judgments, liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys’ and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) incurred by the Company or Nestlé (or their Affiliates), as applicable, arising out of any claim, damages, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in relation of such matters by a Third Party except, in each case, to the extent caused by the gross negligence or willful misconduct of the Company or Nestlé, or by breach of this Agreement by the Company or Nestlé.

ARTICLE XIV.
TERM AND TERMINATION

14.1.                     Term of Agreement.  The term of this Agreement will begin upon the execution hereof by the Parties and will continue for an indefinite period thereafter until (i) the Company is dissolved and liquidated or (ii) this Agreement is sooner terminated by the mutual agreement of the Parties or pursuant to Section 2.4 or pursuant to the provisions of this ARTICLE Article XIV (the “JV Term”).

14.2.                     Termination by ▇▇▇▇▇▇▇▇▇.

▇▇▇▇▇▇▇▇▇ may terminate this Agreement upon written notice to Nestlé if:

14.2.1.           Nestlé does not provide additional funding to the Company pursuant to its obligations in Section 6.1.1 within five (5) days from the relevant payment date or in accordance with Section 6.1.3;

14.2.2.           Nestlé is in a material breach of any of its warranties, covenants or obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from ▇▇▇▇▇▇▇▇▇ specifying the particulars of such breach and requiring such breach to be remedied; or

14.2.3.           Nestlé, any of its creditors or any other eligible party files or commences a proceeding for the liquidation, bankruptcy, receivership, reorganization, rehabilitation, composition or dissolution of Nestlé (and, in the case of any such proceeding brought against Nestlé, such proceeding has not been stayed or dismissed within ninety (90) days after the filing thereof), or Nestlé is unable to pay or has suspended payment of its debts generally as they become due (except debts being contested in good faith), or the creditors of Nestlé have taken over its management.

14.3.                     Termination by Nestlé.  Nestlé may terminate this Agreement upon notice to ▇▇▇▇▇▇▇▇▇ if:

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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14.3.1.           ▇▇▇▇▇▇▇▇▇ does not provide additional funding to the Company pursuant to its obligations in Section 6.1.1 within five (5) days from the relevant payment date or in accordance with Section 6.1.3;

14.3.2.           ▇▇▇▇▇▇▇▇▇ is in material breach of any of its warranties, covenants or obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Nestlé specifying the particulars of such breach and requiring such breach to be remedied; or

14.3.3.           ▇▇▇▇▇▇▇▇▇, any of its creditors or any other eligible party files or commences a proceeding for the liquidation, bankruptcy, receivership, reorganization, rehabilitation, composition or dissolution of ▇▇▇▇▇▇▇▇▇ (and, in the case of any such proceeding brought against ▇▇▇▇▇▇▇▇▇, such proceeding has not been stayed or dismissed within ninety (90) days after the filing thereof), or ▇▇▇▇▇▇▇▇▇ is unable to pay or has suspended payment of its debts generally as they become due (except debts being contested in good faith), or the creditors of ▇▇▇▇▇▇▇▇▇ have taken over its management.

14.4.                     Termination Upon Change of Control.  Upon a Change of Control of a Shareholder, such Shareholder will promptly notify the other Shareholder and, within sixty (60) days of becoming aware of such Change of Control, the other Shareholder may terminate this Agreement immediately upon written notice to the notifying Shareholder.

14.5.                     Effect of Termination.

If this Agreement is terminated by either Nestlé or ▇▇▇▇▇▇▇▇▇ (the “Terminating Shareholder”) pursuant to Section 14.2, 14.3 or 14.4, as the case may be, the Terminating Shareholder will have the option (which may be exercised by written notice to the other Shareholder (the “Non-Terminating Shareholder”) within sixty (60) days after the effective date of such termination) to have the respective Fair Market Value of (i) the Shares held by the Terminating Shareholder and its Affiliates and (ii) the Shares held by the Non-Terminating Shareholder and its Affiliates determined as soon as practicable.  If the Terminating Shareholder elects to have such Fair Market Value determined, the Non-Terminating Shareholder will render such cooperation as may be necessary for determination of the Fair Market Value and will bear all costs and expenses associated with the determination of such Fair Market Value.  Once such Fair Market Value has been determined and notified to the Terminating Shareholder and Non-Terminating Shareholder in writing, the Terminating Shareholder will have the option (which may be exercised by written notice to the Non-Terminating Shareholder within ninety (90) days after receipt by the Terminating Shareholder of written notice of such Fair Market Value) to either (x) purchase or have a Third Party purchase all (but not less than all) of the Shares of the Non-Terminating Shareholder and its Affiliates at the Fair Market Value so determined (or in the case of the termination of this Agreement pursuant to Section 14.2.1, Section 14.2.2, Section 14.3.1 or Section 14.3.2 (as applicable) at ninety percent (90%) of the Fair Market Value so determined) or (y) require the Non- Terminating Shareholder or its nominee to purchase all (but not less than all) of the Shares of the Terminating Shareholder and its Affiliates at the Fair Market Value so determined (or in the case of the termination of this Agreement pursuant to Section 14.2.1, Section 14.2.2, Section 14.3.1 or Section 14.3.2 (as applicable) at [**] of the Fair Market Value so determined).  The Parties agree that the [**] discount and [**] premium referred to above is commercially

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justifiable and constitutes a genuine pre-estimate of any losses suffered by the Terminating Shareholder.

14.6.                     Upon the termination of this Agreement, the Parties agree to undertake commercially reasonable efforts to terminate all Ancillary Agreements.

14.7.                     The Parties Agree that the exercise of any rights of termination pursuant to this ARTICLE XIV will be without prejudice to the Option Agreement and any License Agreement.

14.8.                     Procedures for Sale and Purchase of Shares.  If the Terminating Shareholder gives notice (the “Buyout Notice”) to the Non-Terminating Shareholder electing to purchase or have a Third Party purchase all of the Shares of the Non-Terminating Shareholder and its Affiliates or requiring the Non-Terminating Shareholder or its nominee to purchase all of the Shares of the Terminating Shareholder and its Affiliates in accordance with Section 14.5, the following procedures will apply with respect to the sale and purchase (the “Buyout”) of such Shares (the “Buyout Shares”):

14.8.1.           The Buyout will be completed at the principal offices of the Company on a date to be agreed by the Shareholders (the “Buyout Date”), but in any event no later than sixty (60) days following receipt by the Non-Terminating Shareholder of the Buyout Notice.

14.8.2.           If the Terminating Shareholder elects through the Buyout Notice to purchase all of the Shares of the Non-Terminating Shareholder and its Affiliates, the Non-Terminating Shareholder will notify the Terminating Shareholder of the number of Shares then held by it and its Affiliates no later than five (5) Business Days after receipt of the Buyout Notice.

14.8.3.           No later than ten (10) Business Days prior to the Buyout Date, the Shareholder who will purchase the Buyout Shares pursuant to the Buyout Notice will notify the other Shareholder of the identity of the purchaser of the Buyout Shares.  If such Shareholder nominates a Third Party to purchase the Buyout Shares, such Shareholder will remain jointly and severally liable for the performance by such Third Party of all obligations relating to the purchase of the Buyout Shares hereunder.

14.8.4.           The price payable (the “Buyout Price”) for the Buyout Shares will be determined in accordance with Section 14.5.

14.8.5.           The Buyout Price will be paid to the seller(s) of the Buyout Shares on or prior to the Buyout Date in US Dollars by means of a wire transfer of immediately available funds to a bank account or bank accounts designated by such seller(s) at least two (2) Business Days prior to the Buyout Date.

14.8.6.           In exchange for payment of the Buyout Price, the seller(s) of the Buyout Shares will deliver the original share certificates representing the Buyout Shares to the purchaser at the closing of the Buyout, and the Company will thereafter cause the transfer of the Buyout Shares to be registered in its register of members and for new share certificates to be issued.  The sale of the

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Buyout Shares will be made without any representations or warranties on the part of the seller(s) other than that the seller(s) is the lawful owner of the Buyout Shares and has the full right and power to transfer the Buyout Shares to the purchaser, free and clear of any pledge, mortgage, charge, lien, security interest, option, third-party right, interest or claim or other encumbrances of a nature similar to any of the foregoing.

14.8.7.           Each Shareholder will be responsible for obtaining all government approvals and other authorizations, consents, approvals and waivers from any Third Party required to be obtained by such Shareholder, its Affiliates or the purchaser of the Buyout Shares nominated by it in connection with the Buyout.  The stamp duties, registration fees or similar taxes and fees payable in respect of the transfer of the Buyout Shares will be equally shared by the Parties.

14.9.                     Other Remedies.  Except as otherwise set forth in this Agreement, nothing in this ARTICLE XIV will prevent a Party from enforcing any rights or remedies that may be available to it under the other provisions of this Agreement or under Applicable Laws, provided that the Terminating Shareholder will not have the right to claim any damages relating to a decrease in the value of their Shares if the Terminating Shareholder has elected to exercise the option to sell their Shares at a premium to the non-Terminating Shareholder or to buy the Non-Terminating Shareholder’s Shares at a discount pursuant to Section 14.5.  The termination of this Agreement for any reason will be without prejudice to (i) any such rights or remedies and (ii) any rights or obligations that have accrued or arisen prior to the effective date of such termination.

14.10.              Survival of Provisions.  The provisions of Sections 5.1, 5.2, 5.3 and 5.4 and ARTICLE X, ARTICLE XI, ARTICLE XII, ARTICLE XIII, ARTICLE XIV and ARTICLE XV will survive the termination of this Agreement for any reason.

ARTICLE XV.
MISCELLANEOUS

15.1.                     Governing Law, Jurisdiction; Dispute Resolution.

15.1.1.           Governing Law.  The interpretation and construction of this Agreement will be governed by the laws of England and Wales.

15.1.2.           Dispute Resolution.  In the event of a dispute arising out of or relating to this Agreement, (including regarding its existence, termination or validity) (a “Dispute”) any Party will provide written notice of the Dispute to the other Parties, in which event the Dispute will be referred to the executive officers of the Shareholders designated below or their successors.  The designated officers will use reasonable efforts to attempt resolution by good faith negotiations within thirty (30) days after such notice is received.  Said designated officers are initially as follows:

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In the event the designated executive officers do not resolve such Dispute within the allotted thirty (30) days, any Party may, after the expiration of the thirty (30) day period, seek to resolve the Dispute through reference to arbitration in accordance with Section 15.1.3.  Notwithstanding the preceding, the Parties acknowledge that the failure of the Parties to reach consensus as to any matter (such as matters referred to in Section 7.6), which failure does not involve a breach by a Party of its obligations hereunder, will not be deemed a Dispute which may be referred for resolution by the Parties under this Section

15.1.3.           Arbitration.  All Disputes which are unresolved pursuant to Section 15.1.2 and which a Party wishes to have resolved will be referred upon the application of any Party to, and finally settled by, arbitration in accordance with the ICC Arbitration Rules (the “Rules”) as in force at the date of this Agreement and as modified by this Section 15.1.3, which Rules are deemed incorporated into this Section 15.1.3.  The number of arbitrators will be three (3), one of whom will be appointed by each Shareholder and the third of whom, who will act as chairman, will be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been nominated within twenty (20) Business Days of the nomination of the second party-nominated arbitrator, such third arbitrator will be appointed by the ICC.  The seat of arbitration will be London and the language of arbitration will be English.

The arbitrators will have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief (whether interim and/or final) and specific performance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction.  Each Party retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction and any such request will not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.  For the avoidance of doubt, this Section 15.1.3 is not intended to limit the powers of the court exercisable in support of arbitration proceedings pursuant to Section 44 of the Arbitration ▇▇▇ ▇▇▇▇ or any Applicable Law.

15.2.                     Company’s Enforcement Rights; Transactions with Affiliates.  Any right of action (including, without limitation, enforcement) which the Company may have in respect of any breach of the Ancillary Agreements, the Option Agreement, any License Agreement or of any other agreement between the Company and any Shareholder and/or any of its Affiliates will be prosecuted by the Directors of the Company appointed by the Shareholder which is not, or whose Affiliate is not, responsible for the breach.  Those Directors will have full authority on behalf of the Company to negotiate, litigate and settle any claim arising out of the breach or exercise any right of termination arising out of the breach and the Shareholders will take all steps within their power to give effect to the provisions of this Section 15.2.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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In addition, notwithstanding any other provision of this Agreement, any transaction (such as, without limitation, any License Agreement) entered into or to be entered into between the Company and a Shareholder or any of such Shareholder’s Affiliates, with respect to any such agreement will be unanimously approved by the Board.  The Directors appointed by each Shareholder will have the right to participate in any negotiation and discussion on the merits and/or the terms of any such proposed transactions.

15.3.                     Waiver and Non-Exclusion of Remedies.  A Party’s failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy will not constitute a waiver of that provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remedies.  To be effective any waiver must be in writing.  The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by law or otherwise available except as expressly set forth herein.

15.4.                     Notices.

15.4.1.           Notice Requirements.  Any notice, request, demand, waiver, consent, approval or other communication permitted or required under this Agreement will be in writing, will refer specifically to this Agreement and will be deemed given only if delivered by hand or sent by facsimile transmission (with transmission confirmed) or by internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified in Section 15.4.2 or to such other address as the Party to whom notice is to be given may have provided to the other Parties in accordance with this Section 15.4.1.  Such Notice will be deemed to have been given as of the date delivered by hand or transmitted by facsimile (with transmission confirmed) or on the second (2) Business Day (at the place of delivery) after deposit with an internationally recognized overnight delivery service.  This Section is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.

15.4.2.           Address for Notice.

Company:

Nutrition Science Partners Limited

▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇

Attn:  The General Manager

Fax:  ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

With a copy to:

The Finance Director

c/o Nestlé Health Science S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

46

Attn:  President and Chief Executive Officer

▇▇▇▇▇▇▇▇▇:

▇▇▇▇▇▇▇▇▇ MediPharma (Hong Kong) Limited

▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇

Attn:  Chief Executive Officer

With a copy to:

▇▇▇▇▇▇▇▇▇ Whampoa Limited

▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇

Attn:  Head Group General Counsel & Company Secretary

Fax:  ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

Nestlé:

Nestlé Health Science S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

Attn:  President and Chief Executive Officer

With a copy to:

Nestlé Health Science S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

Attn:  General Counsel

Guarantor:

▇▇▇▇▇▇▇▇▇ China MediTech Limited

▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman

Islands

Attn:  Chief Executive Officer

Fax:  ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

With a copy to:

▇▇▇▇▇▇▇▇▇ Whampoa Limited

▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

47

Central

Hong Kong

Attn:  Head Group General Counsel & Company Secretary

Fax:  ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

15.5.                     Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement.  This Agreement supersedes all prior agreements, whether written or oral, with respect to the subject matter hereof.  Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement.  Nothing in this Agreement is intended to limit or exclude any liability for fraud.  All Schedules or Exhibits referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement.  In the event of any inconsistency between any such Schedules or Exhibits and this Agreement, the terms of this Agreement will govern.

15.6.                     Conflict with Articles of Incorporation.  The Parties acknowledge that the Articles of Incorporation of Company have not been amended as at the Effective Date and in the event of any inconsistency between the terms of this Agreement and the Articles of Incorporation of the Company, the terms of this Agreement will prevail.

15.7.                     Amendment.  Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of Nestlé, Hutchison, the Guarantor and the Company.

15.8.                     Assignability.  This Agreement and each and every covenant, term and condition hereof will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.  Neither this Agreement nor any rights or obligations hereunder may be assigned, delegated or transferred, directly or indirectly, by a Party to any Third Party without the prior written consent of the other Party other than, and to the extent, of a Transfer of Shares to an Affiliate in accordance with Section 6.7.  Any attempted assignment or delegation in violation of this Section 15.8 will be void.

15.9.                     No Benefit to Others.  The provisions of this Agreement are for the sole benefit of the Parties and their Affiliates, successors and permitted assigns, and they will not be construed as conferring any rights in any other Persons except as otherwise expressly provided in this Agreement.  A Person who is not a Party will have no rights under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any of the terms of this Agreement.

15.10.              Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same instrument.  An executed signature page of this Agreement delivered by facsimile transmission will be as effective as an original executed signature page.

15.11.              Severability.  To the fullest extent permitted by Applicable Laws, the Parties waive any provision of law that would render any provision in this Agreement invalid,

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

48

illegal or unenforceable in any respect.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then such provision will be given no effect by the Parties and will not form part of this Agreement.  To the fullest extent permitted by Applicable Laws and if the rights or obligations of any Party will not be materially and adversely affected, all other provisions of this Agreement will remain in full force and effect and the Parties will use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Laws and achieves, as nearly as possible, the original intention of the Parties.

15.12.              Further Assurance.  Each Party will perform all further acts and things and execute and deliver such further documents as may be reasonably necessary or as the other Party may reasonably require to implement or give effect to this Agreement.

15.13.              Publicity.  Notwithstanding Section 12.6, it is understood that the Parties will issue a press release announcing the execution of this Agreement in a form reasonably agreed between Nestlé and ▇▇▇▇▇▇▇▇▇.  The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any subsequent press releases relating to the Agreement or the activity hereunder prior to the issuance thereof, provided that a Party may not unreasonably withhold consent to such releases, and that any Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with Applicable Laws or for appropriate market disclosure or which are consistent with information disclosed in prior releases properly made hereunder.

15.14.              English Language.  This Agreement is written and executed in the English language.  Any translation into any other language will not be an official version of this Agreement and in the event of any conflict in interpretation between the English version and such translation, the English version will prevail.  English will be the official language of this Agreement and all communications between the Parties will be conducted in that language.

15.15.              Construction.  Except where the context requires otherwise, whenever used the singular includes the plural, the plural includes the singular, the use of any gender is applicable to all genders and the word “or” has the inclusive meaning represented by the phrase “and/or”.  Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days.  The headings of this Agreement and any descriptions of Schedules and Exhibits or descriptions of cross references are for convenience of reference only and do not define, describe, extend or limit the scope or intent of this Agreement or the scope or intent of any provision contained in this Agreement.  The terms “including,” “include(s),” “such as,” and “for example” as used in this Agreement mean including the generality of any description preceding such term and will be deemed to be followed by “without limitation.”

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

49

IN WITNESS WHEREOF, this has been duly executed by authorized representatives of the Parties on the first date first written above.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

EXECUTION COPY

50

Schedule 1.2

Acquired Patent Rights

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

51

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

52

Schedule 1.33

Deed of Adherence

THIS DEED is made on [·]

BETWEEN:

(1)                                 [·] (“Transferor”); and

(2)                                 [·] (“New Party”)

WHEREAS:

(A)                               The New Party has agreed to acquire [·] Shares representing the Transferors’ complete holding in Nutrition Science Partners Limited from the Transferor (the “Acquired Interest”).

(B)                               The New Party will adhere to an agreement entitled “Joint Venture Agreement” dated [·] and made between ▇▇▇▇▇▇▇▇▇ MediPharma (Hong Kong) Limited, Nestlé Health Science S.A., Nutrition Science Partners Limited and ▇▇▇▇▇▇▇▇▇ China MediTech Limited (the “Joint Venture Agreement”) by which the Parties agreed provisions relating to the ownership of the Company and the conduct of its business.

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED:

1.                                      DEFINITIONS AND INTERPRETATIONS

1.1                               Definitions

In this Deed, unless the subject or context otherwise requires, words defined in the Joint Venture Agreement will have the same meanings when used herein.

1.2                               Interpretation

The provisions of Section 15.15 of the Joint Venture Agreement will apply to this Deed mutatis mutandis unless otherwise defined in this Deed.

1.3                               Headings

Headings will be ignored in the construction of this Deed.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

53

2.                                      REPRESENTATIONS AND WARRANTIES

The New Party represents and warrants to (a) the Transferor and (b) each Party to the Joint Venture Agreement, including any Person who is a Party to the Joint Venture Agreement pursuant to the execution of a Deed of Adherence (to the extent such party has not transferred all of its Shares to another Person) (the “Existing Parties”) as follows:

2.1                               Status

It is a company duly established and existing under the laws of the jurisdiction stated on page 1 of this Deed and has the power and authority to own its assets and to conduct the business which it conducts and/or proposes to conduct.

2.2                               Powers

It has the power (a) to enter into, exercise its rights and perform and comply with its obligations under this Deed and (b) to act as a Shareholder of the Company.

2.3                               Authorisation and Consents

All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (a) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Deed and the Joint Venture Agreement are valid, legally binding and enforceable and (b) to make this Deed and the Joint Venture Agreement admissible in evidence in the courts of the jurisdiction in which it is incorporated have been taken, fulfilled and done.

2.4                               Non-Violation of Laws etc.

Its entry into, exercise of its respective rights and/or performance of or compliance with its respective obligations under this Deed and the Joint Venture Agreement and the purchase of the Acquired Interests do not and will not violate or exceed any restriction imposed by (a) any Applicable Laws binding on it to which it is subject or (b) its memorandum and articles of association or equivalent constitutional documents.

2.5                               Obligations Binding

Its obligations under this Deed and the Joint Venture Agreement are valid, binding and enforceable.

2.6                               Non-Violation of Other Agreements

Its entry into, exercise of its rights and/or performance of or compliance with its respective obligations under this Deed and the Joint Venture Agreement and the purchase of the Acquired Interests do not and will not violate any agreement to which it is bound.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

54

3.                                      UNDERTAKINGS OF THE NEW PARTY

The New Party confirms that it has been supplied with a copy of the Joint Venture Agreement and undertakes to the Transferor and each of the Existing Parties that it will:

(a)                                 with effect from the time of completion of the Transfer of the Acquired Interests to it (the “Transfer Date”), assume, perform and comply with each of the obligations of the Transferor under the Joint Venture Agreement to the extent of the Acquired Interest as if it had been a party to the Joint Venture Agreement at the date of execution thereof; and

(b)                                 as soon as possible and in any event no later than five (5) Business Days of the Transfer Date (i) notify the Existing Parties of the completion of the Transfer of the Acquired Interests to it and (ii) provide a copy of this Deed duly executed by the New Party and the Transferor to each of the Existing Parties.

Nothing in this Deed shall release the Transferor from any liability in respect of any obligations under the Joint Venture Agreement due to be performed prior to the Effective Date.

4.                                      NOTICES

The address and facsimile number designated by the New Party for the purposes of Section 15.4 (Notices) of the Joint Venture Agreement are:

5.                                      ASSIGNMENT AND TRANSFER

The parties hereto hereby acknowledge and agree that, save as provided in the Joint Venture Agreement, neither party will have any right to assign, transfer or in any way dispose of the benefit (or any part thereof) or the burden (or any part thereof) of this Deed without the prior written consent of the other party.

6.                                      THIRD PARTY RIGHTS

No term of this Deed is enforceable under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇, by a Person who is not a party to this Deed, save for any of the Existing Parties who is not a party to this Deed.

7.                                      GENERAL PROVISIONS

The provisions of ARTICLE XII and Sections 15.1, 15.4, 15.7, 15.9, 15.10, and 15.11 of the Joint Venture Agreement will apply mutatis mutandis to this Deed as if expressly set out herein.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

55

IN WITNESS WHEREOF, this deed has been duly executed by authorized representatives of the Parties and is intended to be and hereby is delivered on the date first written above.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

56

Schedule 1.44

Fair Market Price Calculation

1.                                      Definition of Fair Market Value

1.1                               “Fair Market Value” means the fair market value of the Shares (expressed as an amount in US Dollars per Share) based on the value of the Company (including all assets, liabilities and shareholder loans) calculated using a discounted cash flow (DCF) basis as the primary approach to be validated by an EBITDA valuation multiple of market comparables and based on the following assumptions:

1.1.1                     on the basis of a sale and purchase between a willing seller and willing buyer made on commercial terms and on an arm’s length basis;

1.1.2                     the Fair Market Value will be determined as at the date both initial agreed valuers have been appointed; and

1.1.3                     shareholder loans (other than short term shareholder loans) will be treated as share capital in the valuation of the Company provided that such shareholder loans have been granted by both Shareholders or their respective Affiliates in accordance with their Ownership Percentages.

1.2                               When determining the Fair Market Value as calculated in accordance with the above principles, the below assumptions will apply:

1.2.1                     that all Shares are capable of transfer without restrictions with all rights and privileges attaching thereto and free from all encumbrances; and

1.2.2                     that no additional or reduced value is attached to any contractual rights provided for in this Agreement or whether the Shares attract a premium or discount by virtue of them representing a majority or minority shareholding interest respectively.

2.                                      Determination of Fair Market Value

2.1                               Each of Nestlé and ▇▇▇▇▇▇▇▇▇ will appoint one (1) investment bank or accounting firm of international repute with expertise in valuing companies with similar businesses as the business of the Company and the ability to perform a valuation of the Company (each, an “Initial Agreed Valuer”).

2.2                               The two Initial Agreed Valuers will be each instructed independently to determine the Fair Market Value within [**] days of their appointment and will each deliver their respective reports simultaneously to the other Shareholder and the Board.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

57

2.3                               In the event that the lower valuation provided by the two Initial Agreed Valuers differs by more than [**] from the higher valuation (a “Material Discrepancy”), unless the Shareholders agree otherwise, a third valuation will be performed by an investment bank or accounting firm of international repute with expertise in valuing businesses similar to the business of the Company and the ability to perform a valuation of the Company, appointed either:

2.3.1                     by the mutual agreement of the Shareholders; or

2.3.2                     where the Shareholders cannot agree, by mutual agreement of the two Initial Agreed Valuers,

(the “Third Valuer”; the “Third Valuation”).

2.4                               Where an Initial Agreed Valuer or the Third Valuer submits a range as a valuation, the median of that range will be deemed to be the valuation submitted by such Initial Agreed Valuer or Third Valuer.  For the avoidance of doubt, all comparisons of valuations will be made by comparing the absolute dollar terms given for each valuation.

2.5                               Unless there is a Material Discrepancy, the arithmetic mean of the amounts determined by the two Initial Agreed Valuers will be the Fair Market Value.

2.6                               Where a Third Valuer is appointed, the Fair Market Value will be the average of the two valuations which are closest together or, where the greatest and the smallest valuations are equidistant with regards to the average estimate, the midpoint between such valuations.

2.7                               The Fair Market Value established under this Schedule 1.44 will be final and binding on, and cannot be appealed by, any Party.

2.8                               The costs of undertaking the determination of Fair Market Value in accordance with this Schedule 1.44 will be shared equally by the Shareholders.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

58

Schedule 1.52

[**]

Introduction

[**].

Production & Processing

[**].

Mechanism of Action

[**]

Overview

[**].

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

59

Schedule 1.53

HMPL-004 Warranties

a.                                      The Company is the sole and exclusive owner of, and has the sole right, title and interest in and to, the Acquired Technology, in each case free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien, lease, sublease, option, or charge of any kind, limitations on transfer or any subordination arrangement in favor of a Third Party;

b.                                      The Acquired Technology comprises all of the Intellectual Property Rights forming HMPL-004 and all of the Intellectual Property Rights Controlled by the Company, its Affiliates, consultants and contractors that is necessary or useful for the use, the Development or Commercialization of HMPL-004 or the Products;

c.                                       All of the Acquired Patent Rights are in force or pending and have not been abandoned as of the Effective Date, and all such Acquired Patent Rights are valid and enforceable without any claims, challenges, oppositions, interference or other proceedings pending or, to the knowledge of the Company, ▇▇▇▇▇▇▇▇▇ and their Affiliates and the key employees and consultants involved in the Development of HMPL-004, threatened and the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates have filed and prosecuted patent applications within the Acquired Patent Rights in good faith and complied with all duties of disclosure with respect thereto, and neither the Company or ▇▇▇▇▇▇▇▇▇ have and their Affiliates have not initiated or been involved in any proceedings or claims in which it alleges that any Third Party is or was infringing or misappropriating any Acquired Technology, nor have any such proceedings been threatened by the Company, ▇▇▇▇▇▇▇▇▇ or an Affiliate, nor does the Company, ▇▇▇▇▇▇▇▇▇ or an Affiliate know of any valid basis for any such proceedings;

d.                                      The Company has the right to use and disclose (in each case under appropriate conditions of confidentiality) the Acquired Know-How free from encumbrances;

e.                                       To the knowledge of the Company, ▇▇▇▇▇▇▇▇▇, their Affiliates and the key employees and consultants involved in the Development of HMPL-004, the Development of HMPL-004 and/or the Products, in the form in which it is being Developed by the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates as of the Effective Date, does not infringe or misappropriate any Patent Rights of a Third Party;

f.                                        No Third Party has challenged or has threatened in writing to challenge the extent, validity or enforceability of the patents encompassed within the Acquired Technology (including, by way of example, through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the US Patent and Trademark Office or any analogous foreign entity), and all application, registration, maintenance and renewal fees in respect of the Acquired Patent Rights have been paid and all documents and certificates required to be filed with the relevant agencies for the purpose of maintaining such Acquired Patent Rights have been filed;

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

60

g.                                       There are no claims, judgments or settlements pending against the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates with respect to any Acquired Technology, and neither the Company or ▇▇▇▇▇▇▇▇▇ have, and their Affiliates have not, received notice that any such claims, judgments or settlements are threatened or of any infringement or misappropriation by the Company, ▇▇▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇▇▇ or the Company of the Intellectual Property Rights including Patent Rights of a Third Party;

h.                                      None of the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates have granted any Third Party, including any academic organization or agency, any rights to the Acquired Technology, HMPL-004 or the Products, or any other rights that would otherwise interfere or be inconsistent with the Company’s rights hereunder, and there are no agreements or arrangements to which the Company, ▇▇▇▇▇▇▇▇▇ or any of their Affiliates is a party relating to the Products, HMPL-004, the Acquired Patent Rights, or the Acquired Know- How that would limit the rights granted to the Company or that restrict or will result in a restriction on the Company’s ability to Develop, register, use, manufacture or Commercialize HMPL-004 or the Products;

i.                                          No officer or employee of the Company, ▇▇▇▇▇▇▇▇▇ or an Affiliate is subject to any agreement with any other Third Party which requires such officer or employee to assign any interest in any Acquired Technology relating to HMPL-004 or the Products to any Third Party;

j.                                         All of ▇▇▇▇▇▇▇▇▇’▇ and their Affiliates, employees, officers, and consultants who have been involved with the Acquired Technology have executed agreements or have existing obligations under Applicable Laws requiring assignment to the Company of all inventions made during the course of and as the result of their association with the Company, ▇▇▇▇▇▇▇▇▇ or an Affiliate and obligating the individual to maintain as confidential ▇▇▇▇▇▇▇▇▇’▇ Confidential Information as well as Confidential Information of other parties (including Nestlé and its Affiliates) which such individual may receive, to the extent required to support the Company’s or ▇▇▇▇▇▇▇▇▇’▇ obligations under this Agreement and all inventions relevant to the rights granted to the Company under this Agreement have been duly transferred to the Company in accordance with such agreements or existing obligations and Applicable Laws or ▇▇▇▇▇▇▇▇▇ has entered into binding agreements within the Company permitting such a transfer;

k.                                      The Company, ▇▇▇▇▇▇▇▇▇ and their Affiliates have taken all reasonable precautions to preserve the confidentiality of the Acquired Know-How;

l.                                          None of the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates have committed any act, or omitted to commit any act, that may cause the Acquired Patent Rights to expire prematurely or be declared invalid or unenforceable;

m.                                  None of the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates have entered into a government funding relationship that would result in rights to HMPL-004 or any Product residing with any Third Party, including in the US Government, National Institutes of Health, National Institute for Drug Abuse or other agency, and the licenses granted hereunder are not subject to overriding obligations to the US Government as set forth in Public Law 96-

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

61

517 (35 U.S.C. 200-204), as amended, or any similar obligations under the laws of any other country;

n.                                      None of the Company, ▇▇▇▇▇▇▇▇▇ nor any employee, agent or subcontractor of the Company, ▇▇▇▇▇▇▇▇▇ or their Affiliates involved in the Development of HMPL-004 or the Products has been debarred under subsection (a) or (b) of Section 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. 335a); and

o.                                      The Company, ▇▇▇▇▇▇▇▇▇ and their Affiliates are in compliance, and have at all times complied, with all Applicable Laws relating to the Acquired Technology, including Applicable Laws relating to export restrictions and controls and biodiversity (including the 1992 United Nations Convention on Biological Diversity and the 2011 Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization).

p.                                      Each of the warranties will be separate and independent and (unless expressly provided otherwise) will not be limited by reference to any other warranty or by anything in this Agreement.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

62

Schedule 1.64

Initial Budget

[**]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

63

[**]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

64

[**]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

65

[**]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

66

Schedule 2.1

Part 1
▇▇▇▇▇▇▇▇▇’▇ Obligations on Completion

On or before the Completion Date, ▇▇▇▇▇▇▇▇▇ will:

1.                                      Procure that shareholders’ resolutions of the Company are held at which:

1.1                               Ernst & Young (or such other auditor as agreed between the Shareholders) will be appointed as auditors of the Company; and

1.2                               the capital of the Company is increased from ten thousand Hong Kong dollars (HK$10,000) divided into ten thousand (10,000) Shares of one Hong Kong dollar (HK$1) each to twenty thousand Hong Kong dollars (HK$20,000) divided into twenty thousand (20,000) Shares of one Hong Kong dollar (HK$1) each.

2.                                      Procure that Board resolutions of the Company are passed pursuant to which:

2.1                               the Directors will allot and issue ten thousand (10,000) Shares credited as fully paid to Nestlé, in consideration for the payment of the Subscription Price;

2.2                               it will be resolved to enter Nestlé in the register of members as holder of ten thousand (10,000) Shares and to issue a share certificate to Nestlé in respect of such Shares;

2.3                               the Initial Development Plan will be adopted;

2.4                               the Initial Budget will be adopted;

2.5                               [**] will be appointed as Directors;

2.6                               the Directors are authorised to allot and issue ten thousand (10,000) Shares to Nestlé credited as fully paid; and

2.7                               Ancillary Agreements and the Option Agreement in the agreed terms will be approved and entered into by the Company and delivered to the Shareholders.

3.                                      Waive, or agree to procure the waiver of, any rights or restrictions which may exist in the Articles of Incorporation of the Company or otherwise which might prevent the allotment and issue of the Shares in accordance with this Schedule.

4.                                      Deliver to Nestlé and to the Company executed counterpart originals of the Option Agreement and each Ancillary Agreement.

5.                                      Procure that the Company delivers to Nestlé and to ▇▇▇▇▇▇▇▇▇ executed counterpart originals of the Option Agreement and each Ancillary Agreement.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Part 2

Nestlé’s Obligations on Completion

On the Completion Date, Nestlé will:

1.                                      Procure that counterpart originals of the following agreements are executed and delivered to the Company:

1.1                               Nestlé Services Agreement

1.2                               Option Agreement

2.                                      Procure that the Company delivers to Nestlé and to ▇▇▇▇▇▇▇▇▇ executed counterpart originals of the Option Agreement and each Ancillary Agreement.

3.                                      In consideration for Shares in the Company and the injection by ▇▇▇▇▇▇▇▇▇ and/or its Affiliates to the Company of the ▇▇▇▇▇▇▇▇▇ Business by (i) the granting of exclusive rights over the ▇▇▇▇▇▇▇▇▇ Library and ▇▇▇▇▇▇▇▇▇ Botanical R&D Platform in the Research Field pursuant to the Research and Development Collaboration Agreement and (ii) the Company owning the Intellectual Property relating to HMPL-004, subscribe unconditionally for ten thousand (10,000) Shares and pay the Subscription Price to the Company by electronic transfer in immediately available cleared funds.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Schedule 3.2.2

Matters Managed by the Product Development Subcommittee

All decisions involving the development strategy of the Company including, without limitation:

1.                                      Preparing a draft of the Development Plan and/or any amendments or updates thereto, for adoption by the Board;

2.                                      Preparing a draft of the Development Budget and/or any amendments or updates thereto, for adoption by the Board;

3.                                      Reviewing additional potential Development project(s), including a new Product, introduced by a Shareholder as a Third Party;

4.                                      Preparing and reviewing all drug candidate selection decisions;

5.                                      Preparing all decisions related to the progression of a Product to the next stage of Clinical Trials;

6.                                      Reviewing and making recommendations for the discontinuation of the Development of a Product; and

7.                                      Broadening and/or changing indications for Products.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Schedule 7.32

Board Approval Matters

1.                                      Deciding on any matters set out in Schedule 3.2.2 upon recommendation of the Product Development Subcommittee;

2.                                      Deciding on any matters on which the Product Development Subcommittee cannot agree;

3.                                      Deciding on any matters on which the Research Collaboration Subcommittee (as detailed in the Research and Development Collaboration Agreement) cannot agree;

4.                                      Deciding on any matters on which the IPR Subcommittee cannot agree;

5.                                      Setting overall objectives and strategic plans related to the JV Activities (including the scope and location of such JV Activities) and the Company’s business and investments;

6.                                      Reviewing and changing the scope or location of the JV Activities and/or any variants to and/or termination of any Ancillary Agreements, the Option Agreement or any License Agreement;

7.                                      Reviewing and approving, as applicable, the Development Plan (including the budgets therein and the Research Plan), and any amendments or revisions thereto (including the frequency of amendments to the Development Plan);

8.                                      Reviewing and approving as applicable, the Budget and the Development Budget and any amendments or revisions thereto;

9.                                      Monitoring the Company’s performance against the then-current Development Plan and plans for the Manufacture and Commercialization of Products;

10.                               Developing and reviewing the Intellectual Property and litigation strategy for the Company;

11.                               Evaluating all material potential transactions for the Company and determining whether, and on what terms, such transaction will be pursued;

12.                               Subject to Applicable Laws and as authorized by the shareholders’ meeting, allotting new Shares of the Company and the admission of new holders of Shares of the Company;

13.                               The declaration of dividends, if any, to the holders of Shares of the Company;

14.                               Deciding to proceed with new or additional Research or Development with respect to existing Products or potential Products;

15.                               Deciding the terms of any licensing of any Products or Intellectual Property Rights to any Shareholders and/or to any Third Party;

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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16.                               Deciding whether the Company should use any tradenames in connection with its activities;

17.                               Reviewing and deciding on any terminations of product development recommended by the Product Development Subcommittee;

18.                               Evaluating and deciding on any additional funding (including the form of the funding) required by the Company;

19.                               Subject to the terms of this Agreement, determining the price to be paid for any newly issued Shares or Share Equivalents;

20.                               Determining the powers, duties and remuneration of the General Manager and the Finance Director;

21.                               Deciding whether to enforce any Ancillary Agreement, the Option Agreement, any License Agreement or any other obligations owed to the Company;

22.                               Reviewing and approving as applicable, the Research Plan and any amendments or revisions thereto;

23.                               Reviewing and approving (i) the annual budget detailing the projected costs for a Calendar Year of the Company, and (ii) the [**] years rolling strategic budget under the Research and Development Collaboration Agreement, as updated and amended from time to time and any amendments or revisions thereto;

24.                               Approving any reasonable out-of-pocket costs (including supplies, materials and costs to be incurred by ▇▇▇▇▇▇▇▇▇ or Nestlé to any Third Party) incurred by ▇▇▇▇▇▇▇▇▇ or Nestlé in excess of the costs budgeted in the applicable budget under the Research and Development Collaboration Agreement in connection with performing the activities under the Research and Development Collaboration Agreement; and

25.                               Determining and approving the Research Field and any amendments thereto; and

26.                               Such other responsibilities as may be assigned to the Board pursuant to this Agreement or as may be agreed upon by the Shareholders from time to time.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Schedule 7.6.1

Unresolved Matters for Deadlock

Any matter for which, if no actions were taken, there would be a significant detrimental impact on the operations of the Company or Commercialization of any Product including, without limitation, approval of the Budget and the Development Budget.

The unresolved matters under this Schedule will not include any matters referenced to in Section 3.2.5(iv) on which the Board cannot reach agreement.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Schedule 7.6.5

Buy/Sell Procedure

1.                                      Either Shareholder (the “Triggering Shareholder”) may serve notice in writing (a “Shoot-Out Notice”) on the other Shareholder (the “Receiving Shareholder”) offering to purchase (or procure the purchase of) all of the Shares held by the Receiving Shareholder, together with its Affiliates (if any), with full title, free from all encumbrances and together with all rights attaching to them, at a price stated in the Shoot-Out Notice for such Shares (the “Shoot-out Price”).

2.                                      A Shoot-Out Notice may not be revoked.

3.                                      If both Shareholders serve a Shoot-Out Notice pursuant to Section 7.6.5 and this Schedule 7.6.5, the first Shoot-Out Notice served under the terms of Section 15.4 (Notices) will be the Shoot-Out Notice for the purposes of this Schedule 7.6.5 and the other notice will be of no effect.

4.                                      Within twenty (20) Business Days of the service of the Shoot-Out Notice, the Receiving Shareholder may serve a notice in writing (a “Response Notice”) on the Triggering Shareholder specifying whether the Receiving Shareholder elects:

4.1                               to sell (or procure the sale of) all of the Shares which it holds itself, together with its Affiliates (if any), to the Triggering Shareholder at the Shoot-Out Price; or

4.2                               to reject the Shoot-Out Notice and notify the Triggering Shareholder instead that the Receiving Shareholder wishes to purchase (or procure the purchase of) all of the Shares held by the Triggering Shareholder, together with its Affiliates (if any), at the Shoot-Out Price.

5.                                      If a Response Notice is not served within twenty (20) Business Days of the service of the Shoot-Out Notice, the Receiving Shareholder will be deemed to have elected to sell (or procure the sale of) all of the Shares held by the Receiving Shareholder, together with its Affiliates (if any), to the Triggering Shareholder at the Shoot-Out Price.

6.                                      The Response Notice will set out the time for completion of the sale and purchase of the relevant Shares which will not be less than two (2) nor more than five (5) Business Days after the date of the Response Notice, save that where no Response Notice is served within the time period of twenty (20) Business Days specified in Section 7.6.5, completion of the sale and purchase of such Shares will take place at the latest within five (5) Business Days of the expiry of that time period.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Schedule 8.1

Matters Requiring Resolution of the General Meeting of Shareholders

1.                                      Amendment of the Articles of Incorporation;

2.                                      Any change of name of the Company;

3.                                      Issuance of any Shares, Share Equivalents or other equity or equity-linked securities of the Company to a new Third Party investor without giving the existing Shareholders preemptive subscription rights in proportion to their respective Shareholdings, other than for share options or grants to employees;

4.                                      Any material reorganization or change (including cessation) to the nature or scope of the business of the Company, but excluding any such change resulting from the use or development of its existing assets;

5.                                      Any merger, joint venture involving a transfer or license of Intellectual Property by the Company, profit and/or loss sharing partnership, spin-off or any other kind of corporate reorganization involving the Company;

6.                                      Acquisition of assets or equity investment in another Person (including joint ventures) in excess of [**] or its equivalent in any single transaction or series of related transactions;

7.                                      Sale, assignment, exchange, transfer or other disposition of any assets of the Company with a book value or market value exceeding [**] or its equivalent in any single transaction or series of related transactions;

8.                                      Sale, assignment, transfer or other disposition of all or substantially all of the Intellectual Property Rights and other assets for any Product;

9.                                      Taking or instituting any proceeding for voluntary winding-up, dissolution or liquidation of the Company or any Person controlled (as such term is used in Section 1.4) by the Company;

10.                               Redemption, retirement or repurchase of any Shares, Share Equivalents or other equity or equity-linked securities of the Company;

11.                               Approval of the amount of dividends available for distribution;

12.                               Altering the fiscal year or material accounting policies or practices of the Company or changing the external auditors of the Company; and

13.                               Any other matters reserved to the general meeting of Shareholders by Applicable Laws.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Exhibit A

Initial Development Plan for HMPL-004 and Prioritization of CMC Issues

[**]

[**]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

EXECUTION COPY

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List of CMC Issues to be addressed for HMPL-004

Key Chemistry, Manufacturing & Control (“CMC”) issues to be addressed for the HMPL-004 project are prioritized as follows:

1) [**]

2) [**]

Note:  Refer to the audit report from September 2012 prepared by PAREXEL International for detailed descriptions of the audit findings including additional activities that need to be completed prior to NDA submission.

Article I.               [**]

[**]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Exhibit B

Option Agreement

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

EXECUTION COPY

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EXHIBIT B

OPTION AGREEMENT

BY AND AMONG

NUTRITION SCIENCE PARTNERS LIMITED

AND

NESTLÉ HEALTH SCIENCE S.A.

[DATE]

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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TABLE OF CONTENTS

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is entered into as a deed as of the [·] day of [MONTH] 201[·] (the “Effective Date”) by and between:

(1)                                 Nutrition Science Partners Limited, a limited company organized and existing under the laws of Hong Kong with its principal offices at ▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Company”); and

(2)                                 Nestlé Health Science S.A., a company organized and existing under the laws of Switzerland with its principal offices at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (“Nestlé”).

The Company and Nestlé are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

WITNESSETH:

WHEREAS, pursuant to a Joint Venture Agreement dated [·] November 2012 (the “JV Agreement”), ▇▇▇▇▇▇▇▇▇ MediPharma (Hong Kong) Limited, a limited company organized and existing under the laws of Hong Kong (“▇▇▇▇▇▇▇▇▇”) and Nestlé agreed to form a joint venture, in part for the purpose of the discovery, development, registration, manufacture and commercialization of Products in the Field subject to applicable anti-trust clearance (the “Joint Venture”);

WHEREAS, in connection with the Joint Venture, the Company desires to grant to Nestlé, and Nestlé desires to receive, exclusive options to obtain exclusive royalty-bearing licenses to Commercialize Products in the Field in certain territories, on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I.
DEFINITIONS

The terms defined in this Article will have the meanings ascribed to them herein whenever they are used in the Agreement, unless otherwise clearly indicated by the context.  Any capitalized terms used in this Agreement and not defined in this Agreement will have the meaning ascribed to them in the JV Agreement.

1.1.         “Agreement” will have the meaning set forth in the introduction.

1.2.         “Board” means the board of directors of the Company.

1.3.         “Commercialization” means any and all activities of using, importing, exporting, marketing, promoting, distributing, offering for sale or selling a Product including pre-

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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commercial launch market development activities conducted in anticipation of Regulatory Approval of a Product, seeking pricing and reimbursement approvals for a Product, if applicable, preparing advertising and promotional materials, sales force training, all interactions and correspondence with a Regulatory Authority regarding Post-Approval Clinical Trials, all activities required to fulfill ongoing regulatory obligations, including adverse event reporting and all activities relating to the licensing of a Product (including sourcing and negotiations with potential licensees).  When used as a verb, “Commercialize” means to engage in Commercialization.

1.4.         “Company” will have the meaning set forth in the introduction.

1.5.         “Company Know-How” means, with respect to an Option granted under this Agreement, any Information that is necessary or useful for the development, use or sale of HMPL-004 or any Product.

1.6.         “Company Patent Rights” means, with respect to an Option granted under this Agreement, any Patent Right that is necessary or useful for the development, use or sale of HMPL-004 or any Product.

1.7.         “Company Technology” means collectively, the Company Know-How and Company Patent Rights.

1.8.         “Development” means pre-clinical and clinical activities performed by or on behalf of the Company with respect to Products in an indication in the Field for the purpose of obtaining and maintaining Regulatory Approval with respect to such indication in such jurisdiction and activities performed by or on behalf of the Company with respect to Products destined as medical food products.  Development will include, without limitation, all activities related to discovery, research, pre-clinical testing, test method development and stability testing, toxicology, formulation, Clinical Trials, seeking Regulatory Approval and otherwise handling regulatory affairs, statistical analysis, report writing performed pursuant to the Development Plan with respect to Products.  Notwithstanding anything to the contrary in this Agreement, Development will not include Manufacturing or Commercialization.  When used as a verb, “Develop” means to engage in Development.

1.9.         “Effective Date” will have the meaning set forth in the introduction to this Agreement.

1.10.       “Europe” means Austria, Andorra, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Russia, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, the United Kingdom and Vatican City.

1.11.       “Europe License” will have the meaning set forth in Section 2.2.1.

1.12.       “Europe License Agreement” means the agreement, in the form set forth in Exhibit B, setting out in writing the terms of the Europe License.

1.13.       “Europe Option” will have the meaning set forth in Section 2.2.1.

1.14.       “Field” means any and all uses, including without limitation the treatment, prevention or diagnosis of gastrointestinal diseases, disorders or conditions in humans.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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1.15.       “Generic Product” means, on a country-by-country basis and Product-by-Product basis, a product [**].

1.16.       “Independent Expert Appointment Procedure” means the procedure set out in Appendix B for the appointment of an independent Third Party expert.

1.17.       “Information” means any data, results, technology or information of any type whatsoever, in any tangible or intangible form, including know-how, trade secrets, practices, techniques, methods, processes, inventions, developments, specifications, formulations, formulae, materials or compositions of matter of any type or kind (patentable or otherwise), software, algorithms, marketing reports, expertise, technology, test data (including pharmacological, biological, chemical, biochemical and clinical test data and data resulting from non-clinical studies), chemistry, manufacturing and controls information, stability data and other study data and procedures.

1.18.       “Interim Criteria” will have the meaning set forth in Schedule 1.18.

1.19.       “JV Agreement” will have the meaning set forth in the recitals to this Agreement.

1.20.       “License” means each of the Europe License, the ROW License and the US/Canada License.

1.21.       “License Period” means, with respect to any of the Licenses, the period of time during which such License is in force.

1.22.       “Marketing Authorization” means with respect to a Product, the approval from the relevant Regulatory Authority, in a given country or region for the marketing and sale of such Product in such country or region (but excluding any pricing approvals for the sale of such pharmaceutical products).

1.23.       “Marketing Authorization Application” means an application to obtain a Marketing Authorization for a Product which is either (i) issued by the European Medicines Agency through the centralized filing procedures for the marketing and sale of such pharmaceutical product throughout the European Union or (ii) issued by the applicable local Regulatory Authority in two or more of the following countries:  the United Kingdom, France, Germany, Italy and Spain, through the decentralized filing procedures for the marketing and sale of such Product in such country; provided that such Marketing Authorization is for the particular indication or indications in humans for which such pharmaceutical product will be sold by the Company (or, as applicable, Nestlé, its Affiliates or sublicensees) in the relevant country.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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1.24.                     “Nestlé” will have the meaning set forth in the introduction to this Agreement.

1.25.                     “Net Sales” means, on a country-by-country and Product-by-Product basis, the gross amounts invoiced by Nestlé, its sublicensees or its Affiliates, as applicable, to Third Parties for sales of a Product in the Field in such country, less the following deductions to the extent included in the gross invoiced sales price for such Product or otherwise paid or incurred by Nestlé, its sublicensees or its Affiliates with respect to the sale of such Product in such country:

a)                                     [**]

b)                                     [**]

c)                                      [**]

d)                                     [**]

e)                                      [**]

f)                                       [**]

[**].

Notwithstanding the foregoing, in the event a Product is sold as a combination product that includes HMPL-004 and an active agent that is not HMPL-004 (such combination product, the “Combination Product”), Net Sales will be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the gross average invoice price of the Product during the relevant Calendar Quarter if sold separately in a country and B is the gross average invoice price of the other product(s) included in the Combination Product during the relevant Calendar Quarter if sold separately in such country.  In the event no such separate sales are made by Nestlé, its Affiliates or sublicensees in a country, Net Sales of the Combination Product will be calculated in a manner to be negotiated and agreed upon by the Parties, reasonably and in good faith, prior to any sale of such Combination Product, which will be based upon the respective cost of goods sold of the active components of such Combination Product.

1.26.                     “Option” will mean any of the following:  (a) the US/Canada Option, (b) the Europe Option and (c) any ROW Country Option.

1.27.                     “Option Completion Date” will mean the 10th Business Day after (but not including) (a) the date on which the Option Exercise Notice in respect of the relevant Option was submitted to the Company, or (b) in respect of the US/Canada Option only and in the event the US/Canada Option has not already been exercised by Nestlé at such time, the date on which the Board delivers to Nestlé written confirmation of the achievement of the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone, or (c) in respect of the ROW Country Option only, the date on which the Parties have agreed the terms of the ROW License Agreement in respect of such country or countries in respect of which the ROW Country Option is being exercised, provided that, in each

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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case, the Option Completion Date will be extended to provide for the satisfaction of any applicable regulatory approvals (if any).

1.28.                     “Option Exercise Notice” will mean a written notice, substantially in the form set out in Appendix A, provided by Nestlé to the Company as notice of Nestlé’s exercise of an Option.

1.29.                     “Option License Agreement” means any of the Europe License, US/Canada License and ROW License upon the exercise of an Option by Nestlé hereunder.

1.30.                     “Option Period” will mean (a) with respect to the US/Canada Option, the period beginning on the Effective Date and ending on [**] and (b) with respect to the Europe Option and the ROW Country Option, the period beginning on the Effective Date and ending on [**].

1.31.                     “Party” or “Parties” will have the meaning set forth in the introduction to this Agreement.

1.32.                     “Products” means any pharmaceutical product, food supplement or medical food product in finished form that contains HMPL-004, either as the sole active ingredient or in combination with one or more other active ingredients, and all present and future formulations, dosages and dosage forms thereof.

1.33.                     “ROW” means all countries of the world other than the US, Canada and Europe (as defined in this Agreement).

1.34.                     “ROW Country Option” will have the meaning set forth in Section 2.3.1.

1.35.                     “ROW License” will have the meaning set forth in Section 2.3.1.

1.36.                     “ROW License Agreement” means the agreement to be negotiated between the Parties setting out in writing the terms of the ROW License for specific country or countries in a form, to the extent reasonably practicable, substantially similar to the US/Canada License Agreement and the Europe License Agreement.

1.37.                     “Term” will have the meaning set forth in Section 5.2.

1.38.                     “Third Party” means any Person other than Nestlé and its Affiliates and the Company and its Affiliates.

1.39.                     “▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone” means the successful achievement of [**] as per the development criteria set forth in Schedule 1.39.

1.40.                     “US” means the United States of America.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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1.41.                     “US/Canada Interim Payment” will have the meaning set forth in Section 2.1.3.

1.42.                     “US/Canada License” will have the meaning set forth in Section 2.1.1.

1.43.                     “US/Canada License Agreement” means the agreement, in the form set forth in Exhibit A, setting out in writing the terms of the US/Canada License.

1.44.                     “US/Canada Option” will have the meaning set forth in Section 2.1.1.

1.45.                     “Withholding Taxes” will have the meaning set forth in Section 2.7.2(i).

ARTICLE II.
OPTIONS

2.1.                            US and Canada Option.

2.1.1                     General.  Subject to the terms of this Agreement, the Company hereby grants to Nestlé an exclusive option to obtain an exclusive royalty-bearing license under the Company Technology on the terms set out in the US/Canada License Agreement (the “US/Canada License”), to Commercialize Products in the Field in the US and Canada (the “US/Canada Option”).

2.1.2                     Exercise of Option.

(i)                                     Subject to the US/Canada Option not having been exercised pursuant to Section 2.1.3, Nestlé may exercise the US/Canada Option at any time during the Option Period for the US/Canada Option by providing the Company with a signed Option Exercise Notice to so exercise the US/Canada Option; provided that, regardless of delivery of such notice by Nestlé, such US/Canada Option will be deemed automatically exercised upon the Board delivering to Nestlé written confirmation of the successful achievement of the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone during the Option Period for the US/Canada Option.  In the event that the Company cannot reach a decision on whether the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone has been achieved, the Company may elect for such determination to be performed by an independent Third Party expert mutually appointed by the Parties in accordance with the Independent Expert Appointment Procedure.  If such independent Third Party expert determines that the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone has been achieved, such determination will be final and binding on the Company and Nestlé and Nestlé will be deemed to have exercised the US/Canada Option.  The costs of such independent Third Party expert will be borne by the Company.  As consideration for exercising the US/Canada Option pursuant to this Section 2.1.2 and the grant of the US/Canada License on the Option Completion Date for the US/Canada Option as set forth below,

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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Nestlé will pay to the Company a one-time, non-refundable and non-creditable option exercise payment of [**] pursuant to Section 2.1.2(ii).

(ii)                                  On or before the Option Completion Date for the US/Canada Option, subject to, (i) there being no (a) material breach to the representations and warranties set out in the US/Canada License and Section 4.2, (b) material disclosures against such representations and warranties as set out in Appendix C (as updated) as the case may be, and/or (c) material disclosures against any representations and warranties set out in the US/Canada License Agreement, (ii) the performance of the obligations and grant of rights under the US/Canada License not being restricted or prohibited under any Applicable Laws (including any export controls) and/or (iii) clearance under any applicable anti-trust rules, Nestlé will pay to the Company the option exercise payment due pursuant to Section 2.1.2(i) and, simultaneously with such payment:

(A)                               the Company grants to Nestlé the US/Canada License; and

(B)                               the Parties undertake to execute the US/Canada License Agreement.

(iii)                               If (A) Nestlé has not delivered a signed Option Exercise Notice to exercise the US/Canada Option in writing by (and including) the last day of the Option Period for the US/Canada Option and the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone has not been achieved or (B) Nestlé does deliver a signed Option Exercise Notice to exercise the US/Canada Option and does not pay the applicable option exercise payment for the US/Canada Option to the Company by or on the Option Completion Date for the US/Canada Option (and has not remedied such failure to pay within [**] Business Days), then the US/Canada Option will expire and, as of such expiration, the Company will be under no further obligations to offer or grant Nestlé any rights hereunder or otherwise under the Company Technology to Commercialize Products in the Field in the US or Canada.

2.1.3                     Interim Analysis.

[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

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