DISTRIBUTION AGREEMENT

THIS AGREEMENT dated as of April 1, 2008 and effective on the Effective Date (as
defined in Clause 18.1 below) (this “Agreement”) is made between:

(1) B INCORPORATED (“B”), a corporation established under the laws of the

Republic of Korea (“Korea”) and having its registered office at 5th Floor, TO
Building, 10 Da-dong, Chung-gu, Seoul 100-180, Korea; and

(2) N Co., Ltd. (“Distributor”), a corporation established under the laws of Korea and
having its registered office at 41, Chung-Dong, Gangnam-Gu, Seoul, Korea..

(together, the “Parties” and each, a “Party”).

NOW, IT IS AGREED between the Parties as follows:

1. INTERPRETATION

1.1 References in this Agreement to Clauses and Exhibits are to the clauses and exhibits
of this Agreement.

1.2 Words importing the singular shall include the plural and vice versa.

1.3 The headings are for convenience only and shall not affect the interpretation of this
Agreement.

1.4 All references to INCOTERMS are to be interpreted according to INCOTERMS

2000 of the International Chamber of Commerce.

2. APPOINTMENT

2.1 Appointment. B appoints Distributor as a non-exclusive distributor for the

products described in Exhibit A (referred to as the “Products”) within the territory in
Korea described in Exhibit B (the “Territory”), and Distributor accepts such
appointment, subject to the terms and conditions of this Agreement. B shall
remain free to sell the Products in the Territory, whether on its own or through other
distributors.

2.2 Distributor’s Role. As a non-exclusive B distributor in the Territory, Distributor

shall be responsible for marketing, promotion, physical distribution, invoicing, sales
and collection activities relating to the sale of the Products in the Territory.

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2.3 Distributor as Principal. Distributor shall enter into all sales contracts for the
Products in the Territory as a principal and all such sales shall be for its own
account. Distributor shall make it clear in all dealings with customers and
prospective customers that it acts as a distributor of the Products and not as an agent
of Baxter.

2.4 No Export. Authorization for Distributor’s distribution of the Products under this
Agreement shall be restricted to the Territory and does not include authorization for
Distributor to export or otherwise deal in the Products in a way which in the sole
opinion of B would result in the export of the Products by a third party outside the
Territory.

2.5 Territory and Product Change. B may from time to time add to or remove any
Products from Exhibit A, upgrade or modify the Products, or change the Territory,
with the consent of Distributor but without incurring any other obligation owed to
Distributor.

3. EXCLUSIVITY

3.1 Distributor shall acquire all supplies of the Products exclusively from B.

3.2 During the term of this Agreement, Distributor shall not, without the prior written
consent of B, be directly or indirectly concerned with or interested in, the
manufacture, distribution, sale, importation or promotion in Korea of products
which would compete with the Products.

3.3 Distributor shall not, without the prior written consent of B, during the term of this
Agreement, directly or indirectly, sell or solicit orders for any of the Products
outside of Korea, or directly or indirectly sell any of the Products to any party in
Korea with the knowledge (or having reason to believe) that the Products will be
resold outside of Korea.

3.4 Distributor shall promptly refer to B all inquiries concerning the Products from
potential customers outside the Territory.

4. SUPPLY OF PRODUCTS BY B

4.1 Orders. Distributor shall place firm purchase orders for the Products with B for
delivery to one (1) designated location in Korea at least two (2) months prior to any
desired delivery date. Any increase in the firm purchase orders over the forecast of
the corresponding month in the 12-month forecast are subject to acceptance by
Baxter.

4.2 Standard Terms. All sales of the Products by B to Distributor pursuant to this
Agreement shall be subject to the standard terms and conditions of sale of B from
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 time to time, except to the extent that any of such terms and conditions of sale are
inconsistent with any provision of this Agreement, in which event the latter shall
prevail. Any terms or conditions included in Distributor’s purchase orders shall be
valid only to the extent not inconsistent with any of the terms of this Agreement or
with Baxter's standard terms and conditions of sale.

4.3 Forecasts. By no later than two (2) months prior to the beginning of each sales
year, Distributor shall provide B with 12-month forecasts for each of the Products
that it plans to purchase for the upcoming sales year. Distributor shall also
provide updated forecasts to B on the first day of each month. The first two (2)
months of each 12-month forecast for purchases of the Products that Distributor
originally submits to B shall constitute firm purchase orders for the Products, and
Distributor shall accept all deliveries of Products that fall within the scope of
forecast numbers for the first two (2) months, including any updates thereto that
reflect increases in forecasted purchases of Products.

4.4 Delivery. Delivery dates mentioned in any quotation or acceptance form or

elsewhere are approximate only and not of any contractual effect and B shall not be
under any liability to Distributor in respect of any failure to deliver by any
particular dates; provided, however, any failure of delivery within one (1) week
from the delivery dates mentioned above without good cause shall be regarded as
default by B. Each order of the Products shall constitute a separate contract, and
default by B in relation to any one (1) order shall not entitle Distributor to terminate
this Agreement. Unless otherwise agreed to in writing, title to the Products (free
from all lien, encumbrances and/or other interests) shall pass to Distributor upon
delivery. Only upon satisfactory inspection and acceptance of the Products by
Distributor in accordance with Clause 4.5 below, risks of loss and damage to the
Products shall transfer to Distributor.

4.5 Product Shortage and Damage. Any shortage of or damage to Products during
shipping or handling must be notified to B within two (2) weeks of arrival of the
Products at the final destination point. Any non-conformance of the Products
shall be handled through Baxter’s customer complaint handling procedures. If
Distributor fails to comply with this Clause, Distributor shall be deemed to have
accepted the delivery of the Products in question and Baxter shall have no liability
to Distributor with respect to that delivery.

4.6 Minimum Purchase Requirements. Distributor shall achieve the annual

minimum purchase requirements (“Agreed Annual Sales”) set out in Exhibit C (as
the same may be amended by B in accordance with annual marketing plans
submitted by Distributor and approved by B).

5. PRICES

B shall sell the Products to Distributor and Distributor agrees to buy the Products at
the prices set forth in Exhibit A, which prices may be amended by negotiation by
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 and between the Parties from time to time (“Purchase Prices”). The Purchase
Prices are exclusive of any value-added tax, sales tax or such similar taxes, which
shall be borne by Distributor.

6. PAYMENT TERMS

6.1 Payment Method. Payments of invoices for the Products shall be made in
Korean Won by bank transfer to an account designated by B, so as to be received
by Baxter within thirty (30) days after the date of actual delivery.

6.2 Late Payment Interest. If payment for any Product is overdue for more than
seven (7) days, interest shall be payable by Distributor on such overdue amount at
the prevailing bank lending rate of the bank that B deals with, calculated on a day
to day basis from the date following the due date for payment until receipt by B of
the full payment amount. If any invoice is not paid when due, all other invoices
shall become immediately due and payable, and B shall be entitled to cancel all
unexecuted transactions such as purchase orders that are issued and accepted, but
for which Products have not been delivered to Distributor, and to suspend all
shipments until full payment is received.

7. SECURITY

7.1 Collateral. Distributor’s right to make payment by the method set out in Clause
6.1 is conditional upon Distributor providing to B, upon B’s request, an advance
payment guarantee, a bank guarantee, pledged account or other collateral in an
amount and form satisfactory to B within the time period stipulated by B.
Moreover, Distributor’s credit limit under the method set out in Clause 6.1 shall not
exceed [five hundred million] (500,000,000) Korean Won. Notwithstanding
anything in this Agreement to the contrary, B shall be entitled not to perform the
terms of this Agreement and/or shall be entitled to terminate this Agreement
immediately if Distributor fails to comply with the provisions of this Clause.

7.2 In the case of excess orders over the value of any payment guarantee or other
collateral given by Distributor, Distributor shall purchase the Products on a Cash on
Delivery basis.

8. STOCK

8.1 Distributor shall ensure clear separation of the Products from products supplied by
other entities in its warehousing facilities.

8.2 Distributor shall stock sufficient inventory of the Products to meet market demand
in the Territory for at least two (2) months.

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8.3 Distributor shall be solely responsible for managing its inventory of the Products
and shall at its own expense, handle, store and dispose of the Products in a manner
consistent with applicable laws and regulations.

8.4 Inventory shall be stored by Distributor in accordance with the highest healthcare
industry practices in order to preserve and protect the Products. Distributor shall
permit B’s representatives, from time to time, during business hours, to inspect
Distributor’s inventory.

8.5 Distributor is responsible for ensuring that the Products are stored according to
storage conditions specified on the labeling of the Products. Where Products are
required to be stored at a particular temperature or in a particular environment,
Distributor must ensure the maintenance of such storage conditions to prevent any
product damage.

8.6 B shall not be liable in any way (whether with respect to product complaints or
requests from Distributor to replace or dispose of the Products) for any expiry or
damage of Products due to the failure of Distributor to maintain or store inventory
in accordance with the terms set out in this Article 8.

9. PROMOTIONAL ACTIVITY

9.1 Distributor shall at all times retain a dedicated, competent and professional
marketing staff which shall be responsible for educating the marketplace,
maintaining contacts with customers and positioning and promoting the Products in
the market. All such activities shall be at Distributor’s cost and expense, and
Distributor shall not be entitled to request any reimbursement thereof from Baxter.
Furthermore, Distributor shall follow B’s direction on marketing activities,
including without limitation, sending those Distributor sales and marketing
personnel that Baxter designates to certain Spring and Fall medical meetings.
Distributor shall provide for B’s review and approval annual marketing plans for
each upcoming sales year by no later than November 30 of each immediately
preceding year. Distributor shall provide B at monthly meetings to be held
between Distributor and B monthly status updates on product listings, account
plans, marketing activities (including without limitation local congresses,
advertisements, presentations, etc.) and market / competitor information, all based
on pre-determined formats.

9.2 B shall have the right to pre-approve any promotional materials for the Products
created by Distributor. B shall not be under any obligation to provide promotional
materials or marketing samples of the Products to Distributor.

9.3 In the event of any malfunction of the Products, Distributor shall immediately
arrange for a temporary replacement of the Products before the restoration of the
normal function of the Products or before a permanent replacement is available.

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10. TRAINING

If Distributor so requests, B may provide Distributor’s staff with Product training at

Distributor’s cost and on such other terms as the Parties may agree.

11. WARRANTIES

11.1 B hereby warrants that the Products that it manufactures, when used in accordance
with the directions on the product labeling or as otherwise indicated by B, are fit for
the purposes and indications described in the labeling.

11.2 The warranty given in Clause 11.1 shall remain valid until the expiration of the
shelf life of the Products as indicated on their product labels; provided, however,
that it shall not apply to Products which have been abused or misused by
Distributor or its customers or have not been delivered and stored in accordance
with Baxter’s instructions, or which are damaged during shipment for reasons not
attributable to Baxter or its agents. THERE ARE NO OTHER EXPRESS OR
IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
BAXTER SHALL NOT BE LIABLE FOR PROXIMATE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES.

11.3 If any of the Products proves not to conform to the warranty given in Clause 11.1,
Distributor may submit a claim to B for replacement or credit at B’s sole option.
Baxter’s obligations arising from said warranty shall not arise unless claims are
submitted by Distributor to B in writing with explanatory documentation attached
within one (1) month of delivery to Distributor. Time shall be of the essence in
respect of the making of any warranty claim. Distributor shall be deemed to have
waived its right to make any claim if such claim is not made in time.

11.4 Distributor shall hold B harmless from any claim arising for any warranty made or
implied by Distributor to the extent that it exceeds or differs from the warranty
given herein by B.

12. CODE OF CONDUCT

12.1 Distributor recognizes that B is committed at all times to uphold certain policies in
the conduct of its business, as reflected in B’s Business Practice Standards for
Suppliers and Good Distribution Practices, summaries of which are attached as
Exhibit D and Exhibit E. Distributor acknowledges having received and read
copies of such standards and practices and undertakes at all times to exercise its
best efforts to comply with such policies. Distributor further undertakes to fully
inform any sub-distributor appointed under this Agreement of such standards and
practices and to require it to comply with such policies. Notwithstanding anything
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 in this Agreement to the contrary, Distributor acknowledges that non-compliance
with such policies shall give Baxter grounds to terminate this Agreement
immediately without any obligation to pay any compensation to Distributor.
Distributor further acknowledges that any extension or amendment of this
Agreement shall be conditional upon the receipt by B of a certification by
Distributor that it understands and is committed to upholding the policies
referenced in this Clause.

12.2 Pursuant to the above, Distributor shall not make any payments to or for the benefit
of any government official or for the purpose of unfairly obtaining business or
concession, in any way that could be construed as violating any laws, including the
laws of Korea, or for any other improper purpose.

12.3 Distributor recognizes that the sale of the Products in the Territory may be subject
to the laws of the United States of America. Distributor shall at all times exercise
its best efforts to comply with and shall assist B to comply with any and all
applicable conventions, laws, rules, regulations and by-laws of whatsoever nature
incident to any or all of its activities contemplated by this Agreement, including,
without limitation, the United States export control regulations, the United States
Foreign Corrupt Practices Act and the United States anti-boycott regulations.

13. PRODUCT COMPLAINTS AND RECALLS

13.1 In the event that Distributor receives any complaints regarding the Products, it shall
notify Baxter immediately and shall comply with the applicable regulatory
requirements of the Territory and the United States FDA regulatory requirements
within the requisite time periods. Distributor will make a preliminary evaluation
of each complaint it receives from customers and will conduct all follow-up and
communications with customers which it deems appropriate with input from and
discussion with B. B shall evaluate customer complaints and provide its findings
to Distributor.

13.2 Distributor shall maintain accurate and detailed records of the customers it delivers
Products to and the Products delivered, for such periods as are required by all
applicable laws, regulations and directives. B may examine and make copies of
any records required as part of a traceability program at reasonable times during
business hours. Distributor’s customer lists, invoices and other traceability records
are confidential information of Distributor protected under the confidentiality
provisions in this Agreement.

13.3 The obligations of the Parties upon the occurrence of an adverse event in respect of
any Products covered by this Agreement are set out in Exhibit F.

13.4 B and Distributor agree that the procedure for field corrective action in respect of
any Product shall be as set out in Exhibit G. Distributor agrees to abide by these
guidelines in the event a product recall is required.
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14. REGULATORY

14.1 Distributor shall comply with all applicable laws and regulations in the Territory
governing the sale of the Products. Distributor shall be solely liable, and B shall
not be liable in any way, for the sale of any of the Products in violation of
applicable laws and regulations.

14.2 B shall obtain and maintain all necessary product registrations for the Products in
the Territory. Upon Baxter’s request, Distributor shall assist B to obtain or
maintain any necessary product registrations for the Products in the Territory.

14.3 Distributor shall obtain and maintain at its own cost and expense all necessary
licenses, permits, approvals and consents required by the health and other
authorities in Korea for the performance of its obligations under this Agreement.
Distributor shall be responsible for the labeling of Products prior to their delivery to
hospitals in compliance with the relevant Korean health authorities’ regulations.
Distributor shall be responsible for performing at its own cost and expense the
testing of all Products to be sold in Korea for the purpose of obtaining Korean Food
and Drug Administration quality control approvals.

15. RECORDS AND REPORTS

15.1 Distributor shall keep and shall arrange for its customers to keep true, complete and
accurate records of all transactions involving the Products in sufficient detail,
including documentation relating to the reimbursement by government health
insurance authorities of customers purchasing the Products, sales revenues records
per hospital and clinic, and sales revenue by specialty, sub-specialty and doctor.
Distributor shall also ensure that full records are kept by lot and catalogue number,
and to maintain a list of names and addresses of all end users of all Products in
order to implement and manage recalls of the Products, if any. Baxter shall have
the right to inspect and copy all such records and lists from time to time. Failure
on the part of Distributor to comply with the obligations set forth in this Clause
15.1 shall be deemed to be a material breach of this Agreement.

15.2 Distributor shall permit auditors or inspectors appointed by B to have access during
ordinary business hours and as Baxter determines may be necessary to monitor
compliance of Distributor with this Agreement.

15.3 Distributor shall ensure timely response to all requests by customers for the
Products, technical support and after sales services and agrees to provide on a
monthly basis a report on customer’s complaints, feedback and other technical
support information to B. Distributor shall submit, within ten (10) days following
the end of each month, monthly and year-to-date sales (by specialty, sub-specialty
and doctor, etc.) and inventory reports relating to the previous month to Baxter,
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 which shall include volumes, sales amounts, sales price to end customers,
significant terms of sale, advertising and promotional activities, together with a
report of any changes in the law, regulations or market conditions in the Territory
which would affect sales of the Products. Failure on the part of Distributor to
comply with the obligations set forth in this Clause 15.3 shall be deemed to be a
material breach of this Agreement.

16. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

16.1 All rights to patents, trade names, trademarks, technical and commercial
information, data regarding processes and know-how, and all other data of B which
Distributor may gain or have access to pursuant to this Agreement, shall remain the
property of Baxter subject only to a license hereby granted to Distributor to carry
out the terms of this Agreement, which license shall immediately lapse upon
termination or expiration of this Agreement for any reason. Distributor shall
acquire no other interest in such property and shall not contest nor act or omit to act
in any way which might prejudice such rights.

16.2 Distributor shall use the B name and trademarks only in the form approved by B
and only with an acknowledgement that such name and trademark belongs to
Baxter.

16.3 Distributor shall not:

(a) make modifications to the Products or their packaging;

(b) alter, remove or tamper with any trademark, trade name numbers, or other
means of identification used on or in relation to the Products;

(c) use a Product’s trademark on anything which may prejudice its

distinctiveness or validity or Baxter’s goodwill;

(d) use in relation to the Product any trademark other than B’s trademark
without Baxter’s prior written consent;

(e) use in the Territory any trademark or trade name of B as to be likely to

cause confusion or deception;

(f) do or authorize any third party to do any act which would or may
invalidate or be inconsistent with any intellectual property of B, or omit or
authorize any third party to omit to do any act which by its omission
would have the same effect or character; or

(g) apply for registration of the Product’s trademark itself.

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16.4 Distributor shall promptly and fully notify Baxter of any actual, threatened or
suspected infringement of any of Baxter’s intellectual property which comes to the
attention of Distributor, and of any claim by any third party so coming to its
attention that the sale of the Products infringes any rights of any other person and
Distributor shall at the request and expense of Baxter do all such things as may be
reasonably required to assist Baxter in taking or resisting any proceedings in
relation to any such infringement or claim.

16.5 Baxter and Distributor acknowledge that during the term of this Agreement either
Party may acquire, either from the other Party or otherwise, information of a
technical or commercial nature, which information shall be of a confidential nature
or in the nature of trade secrets, know-how or other confidential information
(“Confidential Information”). Baxter and Distributor shall during the term of this
Agreement and following termination or expiration thereof, howsoever caused,
hold in confidence and will not communicate or divulge to any other person and
will not use for the benefit of any third person any Confidential Information which
may come into its possession, except for any necessary disclosure to government
authorities, in which case the disclosing Party shall notify the other Party prior to
the disclosure with sufficient opportunity to object to the disclosure. Any copies
of such disclosure must be given to the other Party within fourteen (14) days of
disclosure. Baxter and Distributor shall ensure that each of its employees protect
the Confidential Information in the same manner that it would protect its own
confidential information of a similar nature. Upon termination of this Agreement,
however caused, Baxter and Distributor shall each forthwith return to the other any
physical manifestations of such information then or thereafter in its possession or
control. The foregoing obligations of confidentiality and non-use shall not apply
to the information that:

(a) was known to the receiving Party prior to its receipt from the disclosing
Party; or

(b) is known to the general public prior to its receipt from the disclosing Party
or subsequently becomes known to the public through no fault of the
receiving Party; or

(c) is obtained by the receiving Party from a third party who is not under an
obligation of confidentiality and has a lawful right to make such
disclosure.

16.6 Distributor shall not directly or indirectly utilize any promotion or marketing
information obtained from or through Baxter except with Baxter’s prior written
consent. Distributor shall not use such information in any present or future
dealing, distribution, promotion or marketing of any competitive products or any
products bearing a trademark or trade name identical, similar to or potentially
conflicting with any of the trademarks or trade names of Baxter, whether or not
registered in the Territory.

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17. INDEMNITY

17.1 Distributor shall defend, indemnify and hold Baxter, its affiliates and their
respective officers, directors, employees, representatives, and agents (collectively,
the “Baxter Indemnified Entities”) harmless from and against any liability, damage,
loss, cost or expense (including, without limitation, reasonable attorney’s fees)
(collectively, “Liability”), arising out of or resulting from: (i) Distributor’s breach
of any representation, warranty, covenant or any other provision set forth in this
Agreement; and (ii) any third party claims or suits made or brought against any one
or more of the Baxter Indemnified Entities to the extent such Liability arises out of
or relates to Distributor’s gross negligence or willful misconduct with regard to
Distributor’s performance or non-performance hereunder. Distributor’s liability
under this Agreement shall be limited to a maximum of one hundred million
(100,000,000) Korean Won. Distrubutor at its sole discretion may take over the
defense or settlement of such claims and Baxter shall extend all reasonable
assistance to Distributor in the defense or settlement of said third party claims.

17.2 Baxter shall defend, indemnify and hold Distributor, its affiliates and their
respective officers, directors, employees, representatives, and agents (collectively,
the “Distributor Indemnified Entities”) harmless from and against any Liability
arising out of or resulting from: (i) Baxter’s breach of any representation, warranty,
covenant or any other provision set forth in this Agreement; and (ii) any third party
claims or suits made or brought against any one or more of the Distributor
Indemnified Entities to the extent such Liability arises out of or relates to Baxter’s
gross negligence or willful misconduct with regard to Baxter’s performance or non-
performance hereunder. Baxter’s liability under this Agreement shall be limited
to a maximum of one hundred million (100,000,000) Korean Won. Distributor
binds itself to inform Baxter of the particulars of any third party claims as soon as
the same is filed or presented to Distributor. Baxter at its sole discretion may take
over the defense or settlement of such claims and Distributor shall extend all
reasonable assistance to Baxter in the defense or settlement of said third party
claims.

18. TERM AND TERMINATION

18.1 This Agreement shall take effect as of the first day of the month in which the
Korean Food & Drug Administration approves the sale of the Products in Korea
after the completion of initial batch testing for the Products (the “Effective Date”).
Unless earlier terminated pursuant to the terms of this Agreement, this Agreement
shall remain in effect for an initial term of three (3) years commencing on the
Effective Date and ending on the date falling three (3) years thereafter (the “Initial
Term”), and shall thereafter be automatically renewed for successive periods of one
(1) year each on the same terms and conditions, unless Baxter gives Distributor
prior written notice of its intention not to renew this Agreement prior to the end of
such Initial Term or renewed term, as the case may be.
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18.2 In the event that any of the following occurs, Baxter shall be entitled to
immediately terminate this Agreement in whole or in part (i.e., by removing from
this Agreement the distributorship for any of the Products or for any part of the
Territory) upon written notice to Distributor:

(a) Distributor commits any breach of this Agreement and, in the case of a
breach capable of remedy, fails to remedy the breach within thirty (30) days
after receipt of a written notice from Baxter;

(b) Distributor becomes generally unable to pay its debts as they become due;

(c) an encumbrancer takes possession of or a receiver is appointed over any of

the property or assets of Distributor;

(d) Distributor makes any voluntary arrangement with its creditors or becomes
subject to an administration order;

(e) Distributor goes into liquidation (except for the purposes of amalgamation or
reconstruction and in such manner that the entity resulting therefrom
effectively agrees to be bound by or assume the obligations imposed on that
other party under this Agreement);

(f) the majority ownership of Distributor changes;

(g) there is a substantial change in the personnel of Distributor responsible for

sales and marketing of any of the Products or in any part of the Territory; or

(h) Baxter disposes of any part of its business that relates to any of the Products.

18.3 The rights of termination under this Article shall be without prejudice to any other
right or remedy of Baxter in respect of the breach concerned or any other breach.

19. CONSEQUENCES OF TERMINATION OR EXPIRATION

19.1 In the event of termination or expiration of this Agreement for any reason:

(a) Baxter or any person designated by Baxter may at its discretion re-purchase
any or all inventory of the Products remaining in Distributor’s possession
which, in Baxter’s sole opinion, are in good condition and have reasonable
remaining shelf life, at full landed cost (i.e., price invoiced by Baxter to
Distributor, minus any discounts granted). If not re-purchased, Baxter may
direct Distributor to transfer such inventory to another party designated by
Baxter or to destroy such inventory without compensation to Distributor;

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 (b) Distributor shall return all samples and promotional materials provided by
Baxter;

(c) Outstanding unpaid invoices issued by Baxter for Products shall become
immediately payable by Distributor;

(d) Distributor shall cease to sell, promote or market the Products, and shall
cease to use Baxter’s trademarks and intellectual property; and

(e) The obligations of the Parties under the following Clauses and Articles shall
survive termination or expiration of this Agreement in accordance with their
terms or, if no term is specified, indefinitely: Clauses 16.5 and 16.6 and
Articles 17, 18 and 19.

19.2 If the termination is in respect of certain Products or Territory only, the provisions
in Clause 19.1 shall apply only to those Products or Territory.

19.3 The Parties have considered the possibility of expenditures necessary for the
performance of the terms of this Agreement and the possible loss and damage
incidental to them in the event of termination for any reason, and agree that Baxter
shall not be liable to make any payment of damages or compensation to Distributor
on account of termination of this Agreement only if Baxter is not liable for the
termination of this Agreement.

19.4 Distributor shall not be entitled to any leaving compensation for goodwill created
for Baxter or for the Products or for increasing Baxter’s business.

19.5 Subject to as provided in this Agreement and to any rights or obligations which
have accrued prior to termination or expiration, upon termination or expiration,
neither Party shall have any further obligation to the other Party under this
Agreement.

20. FORCE MAJEURE

Neither Party shall be liable for the non-fulfillment of any of its obligations
hereunder, in whole or in part if the non-fulfillment is attributable to any cause
which is reasonably beyond the Party’s control, including but not limited to strikes,
lock-outs or other labor troubles, floods, fires, accidents or other acts of God, or a
prohibition against sale due to intervention by any government authority or agency.
If such force majeure conditions remain, causing non-fulfillment of an obligation
for more than 180 days, either Party may terminate this Agreement after the 180-
day period upon written notice to the other Party.

21. GOVERNING LAW AND DISPUTE RESOLUTION

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21.1 This Agreement shall in all respects be governed by and construed in accordance
with the laws of Korea.

21.2 The Parties shall attempt in good faith to settle among themselves any and all
disputes arising regarding the validity, interpretation or application of this
Agreement, or other disputes arising from legal relationships resulting from this
Agreement.

21.3 If the Parties are unable to settle a dispute themselves after good faith negotiation
for at least sixty (60) days from the date the dispute arose, then such dispute shall
be referred to two senior officers of the Parties, one nominated by each Party, to
resolve.

21.4 If the Parties’ senior officers are unable to resolve a dispute after good faith
negotiations for a further sixty (60) days, then the dispute shall be finally settled by
submitting the dispute to the Seoul Central District Court and the Parties agree to
submit to the exclusive jurisdiction of such courts.

21.5 Nothing in this Clause shall limit either Party’s right to seek injunctive relief in
appropriate circumstances in a court of competent jurisdiction.

22. GENERAL PROVISIONS

22.1 Distributor is an independent party and shall in no respect be or be deemed to be an

employee of Baxter or to be an agent of or subject to the authority of or authorized
to bind Baxter.

22.2 This Agreement is not assignable by either Party without the written consent of the
other except that Baxter may assign this Agreement, in whole or in part, or any or
all of the rights and obligations under this Agreement, to any of its affiliated
companies or to a successor or purchaser of the assets involved in the manufacture
of the Products, without the prior consent of Distributor.

22.3 Any notice under this Agreement shall be sent by registered mail to the appropriate
Party’s address first mentioned above, return receipt requested, and shall be
effective upon dispatch.

22.4 This Agreement represents the entire agreement between Distributor and Baxter
with respect to the subject matter dealt with under this Agreement, and supercedes
all prior agreements, understandings, representations, undertakings or negotiations,
whether written or oral, between the Parties with respect to such subject matter.

22.5 This Agreement shall not be modified except by a written instrument executed by
duly authorized representatives of the Parties.

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22.6 In the event any term or provision of this Agreement shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other term or provision under this Agreement,
and this Agreement shall be interpreted and construed as if such term or provision,
to the extent which it is invalid, illegal or unenforceable, had never been contained
in this Agreement.

22.7 The failure of either Party at any time to require performance by the other Party of
any provision of this Agreement shall in no way affect the full right to require such
performance at any time thereafter, nor shall the waiver by either Party of a breach
of any provision of this Agreement constitute a waiver of any succeeding breach of
the same or any other such provision nor constitute a waiver of the provision itself.

22.8 This Agreement is written in the English language and shall prevail over any
translation thereof.

22.9 This Agreement may be executed in any number of counterparts, each of which
when so executed shall be an original but all counterparts together shall constitute
one and the same agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the day
and year first above written.

B INCORPORATED

By:_________________________________
Name:
Title: Representative Director

Distributor

By:_________________________________
Name:
Title: Representative Director

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 EXHIBIT E

GOOD DISTRIBUTION PRACTICES

Introduction

These are guidelines shall apply on the wholesale distribution of healthcare products.

Principle

Baxter operates at a high level of quality assurance, achieving its pharmaceutical quality
objectives by observing Good Manufacturing Practice or other applicable standards
(including ISO standards) to manufacture its drugs and devices set out in the Distribution
Agreement (collectively, “Healthcare Products”). This policy ensures that products
released for distribution and sale are of the appropriate quality.

This level of quality should be maintained throughout the distribution network so that
authorised Healthcare Products are distributed to retail pharmacists, customers and other
persons entitled to sell Healthcare Products to the general public without any alteration of
their properties.

In order to maintain the quality of the products and the quality of the service, Distributor
must comply with the following principles and guidelines of good distribution practice.

The quality system operated by distributors (wholesalers) of Healthcare Products should

ensure that Healthcare Products that they distribute are authorised in accordance with the
Territory’s legislation, that storage conditions are observed at all times, including during
transportation, that contamination from or of other products is avoided, that an adequate
turnover of the stored Healthcare Products takes place and that products are stored in
appropriately safe and secure areas. In addition to this, the quality system should ensure
that the right products are delivered to the right addressee within a satisfactory time
period. A tracing system should enable any faulty product to be found and there should
be an effective recall procedure.

Personnel

1. A management representative should be appointed in each distribution point, who

should have defined authority and responsibility for ensuring that a quality system
is implemented and maintained. He/she should fulfill his responsibilities
personally. This person should be appropriately qualified: although a degree in
Pharmacy is desirable, the qualification requirements may be established by the
legislation of the Territory.

2. Key personnel involved in the warehousing of Healthcare Products should have

the appropriate ability and experience to guarantee that the products or materials
are properly stored and handled.

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3. Personnel should be trained in relation to the duties assigned to them and the
training sessions recorded.

Documentation

4. Distributor shall make available all documentation upon request of competent

authorities or by Baxter.

Orders

5. Orders from customers and users should be addressed only to the marketing
authorization holder that has been authorised to supply Healthcare Products.

Procedures

6. Written procedures should describe the different operations which may affect the
quality of the products or of the distribution activity: receipt and checking of
deliveries, storage, cleaning and maintenance of the premises (including pest
control), recording of the storage conditions, security of stocks on site and of
consignments in transit, withdrawal from saleable stock, records, including
records of clients orders, returned products, recall plans, etc. These procedures
should be approved, signed and dated by the person responsible for the quality
system.

Records

7. Records should be made at the time each operation is taken and in such a way that
all significant activities or events are traceable. Records should be clear and
readily available. They should be retained for a period of five years at least.
8. Records should be kept of each purchase and sale, showing the date of purchase
or supply, name of the medicinal product and quantity received or supplied and
name and address of the supplier or consignee. For transactions between
manufacturers and wholesalers and between wholesalers (i.e. to the exclusion of
deliveries to persons entitled to supply Healthcare Products to the public), records
should ensure the traceability of the origin and destination of products, for
example by use of batch numbers, so that all the suppliers of, or those supplied
with, a medicinal product can be identified.

Premises and equipment

9. Premises and equipment should be suitable and adequate to ensure proper

conservation and distribution of Healthcare Products. Monitoring devices should
be calibrated.

Receipt

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10. Receiving bays should protect deliveries from bad weather during unloading. The
reception area should be separate from the storage area. Deliveries should be
examined at receipt in order to check that containers are not damaged and that the
consignment corresponds to the order.

11. Healthcare Products subject to specific storage measures (e.g. narcotics, products
requiring a specific storage temperature) should be immediately identified and
stored in accordance with written instructions and with relevant legislative
provisions or manufacturer or supplier specifications.

Storage

12. Healthcare Products should normally be stored apart from other goods and under
the conditions specified by the manufacturer in order to avoid any deterioration by
light, moisture or temperature. Temperature should be monitored and recorded
periodically. Records of temperature should be reviewed regularly.

13. When specific temperature storage conditions are required, storage areas should
be equipped with temperature recorders or other devices that will indicate when
the specific temperature range has not been maintained. Control should be
adequate to maintain all parts of the relevant storage area within the specified
temperature range.

14. The storage facilities should be clean and free from litter, dust and pests.
Adequate precautions should be taken against spillage or breakage, attack by
micro-organisms and cross contamination.

15. There should be a system to ensure stock rotation ("first in first out") with regular
and frequent checks that the system is operating correctly. Products beyond their
expiry date or shelf life should be separated from usable stock and neither sold
nor supplied.

16. Healthcare Products with broken seals, damaged packaging, or suspected of

possible contamination should be withdrawn from saleable stock, and if not
immediately destroyed, they should be kept in a clearly separated area so that they
cannot be sold in error or contaminate other goods.

Deliveries to customers

17. Deliveries should be made only to other distributors or persons authorised to

supply Healthcare Products to the public in the Territory concerned.

18. For all supplies to a person authorised or entitled to supply Healthcare Products to
the public, a document must be enclosed, making it possible to ascertain the date,
the name and pharmaceutical form of the medicinal product, the quantity
supplied, the name and address of the supplier and addressee.

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19. In case of emergency, wholesalers should be in a position to supply immediately
the Healthcare Products that they regularly supply to the persons entitled to
supply the products to the public.

20. Healthcare Products should be transported in such a way that:

a) their identification is not lost;
b) they do not contaminate, and are not contaminated by, other products or
materials;
c) adequate precautions are taken against spillage, breakage or theft; and
d) they are secure and not subjected to unacceptable degrees of heat, cold,
light, moisture or other adverse influence, nor to attack by microorganisms
or pests.

21. Healthcare Products requiring controlled temperature storage should also be

transported by appropriately specialised means.

Returns

Returns of non-defective Healthcare Products

22. Non-defective Healthcare Products that have been returned should be kept apart
from saleable stock to prevent redistribution until a decision has been reached
regarding their disposal.

23. Products which have left the care of the Distributor or wholesaler, should only be
returned to saleable stock if:
a) the goods are in their original unopened containers and in good condition;
b) it is known that the goods have been stored and handled under proper
conditions;
c) the remaining shelf life period is acceptable; and
d) they have been examined and assessed by a person authorised to do so.

This assessment should take into account the nature of the product, any special
storage conditions it requires, and the time elapsed since it was issued. Special
attention should be given to products requiring special storage conditions. As
necessary, advice should be sought from the holder of the marketing authorisation
or the authorised representative of the manufacturer of the product.

24. Records of returns should be kept. The responsible person should formally release
goods to be returned to stock. Products returned to saleable stock should be placed
such that the "first in first out" system operates effectively.

Emergency plan and recalls

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25. An emergency plan for urgent recalls and a non-urgent recall procedure should be
described in writing. A person should be designated as responsible for execution
and co-ordination of recalls.

26. Any recall operation should be recorded at the time it is carried out and records
should be made available to the competent authorities of the Territory in which
the products were distributed.

27. In order to ensure the efficacy of the emergency plan, the system of recording of
deliveries should enable all destines of a medicinal product to be immediately
identified and contacted. In case of recall, wholesalers may decide to inform all
their customers of the recall or only those having received the batch to be
recalled.

28. In case of batch recall, all customers (other wholesalers, retail or hospital
pharmacists and persons entitled to sell Healthcare Products to the public) to
whom the batch was distributed should be informed with the appropriate degree
of urgency.

29. The recall message approved by the holder of the marketing authorisation, and,
when appropriate, by the competent authorities, should indicate whether the recall
should be carried out also at retail level. The message should request that the
recalled products be removed immediately from the saleable stock and stored
separately in a secure area until they are sent back according to the instructions of
the holder of the marketing authorisation.

Counterfeit Healthcare Products

30. Counterfeit Healthcare Products found in the distribution network should be kept
apart from other Healthcare Products to avoid any confusion. They should be
clearly labeled as not for sale and competent authorities and the holder of
marketing authorisation of the original product should be informed immediately.

Special provisions concerning products classified as not for sale

31. Any return, rejection, and recall operation and receipt of counterfeit products
should be recorded at the time it is carried out and records should be made
available to the competent authorities. In each case, a formal decision should be
taken on the disposal of these products and the decision should be documented
and recorded. The person responsible for the quality system of the wholesaler and,
where relevant, the holder of the marketing authorisation should be involved in
the decision making process.

Self inspections

32. Self-inspections should be conducted (and recorded) in order to monitor the

implementation of and compliance with these guidelines.
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