1. Terms Applicable to Equipment. The terms of this Section 1 shall apply in the event you (“Customer”) have elected on the Equipment Order Form (“Order Form”) to which these Terms and Conditions (“Ts & Cs”) are appended to purchase the water filtration and dispensing system commonly known as the “Fillmaster 4600” and related equipment (collectively, the “Equipment”) from Fillmaster Systems, a division of FLAVORx, Inc. (“FLAVORx”). In the event the Customer has elected to purchase Equipment, the Customer agrees as follows:
   • a. Equipment Sale
     FLAVORx hereby agrees to sell and Customer agrees to purchase, the number and type(s) of Equipment more fully described on the Order Form for the price set forth therein. The price set forth on the Order Form is exclusive of: (i) any taxes, tariffs or other amounts which may be imposed by a governmental entity related to the Equipment; and (ii) delivery and installation charges, which shall be separately invoiced (in the event the Customer has requested installation). The Equipment shall be delivered by FLAVORx to such locations as are provided by the Customer. Payment for all Equipment (including any applicable sales and use tax, delivery, and
     installation charges) shall be made by Customer prior to the delivery of any Equipment. FLAVORx shall have no obligation to deliver any Equipment unless and until it receives payment in full.
   • b. Intellectual Property Rights
     The Customer hereby acknowledges that the Equipment contains various intellectual property and other rights owned by FLAVORx, including, but not limited to, a proprietary database containing flavoring recipes (“Flavoring Database”) and a formulary system, a
     reconstitution system, trademarks, and tradenames (“Equipment Proprietary Systems,” and collectively with the Flavoring Database and any other intellectual property embedded or associated with the Equipment, the “Intellectual Property”). Customer acknowledges and agrees that all Intellectual Property is and shall remain the sole property of FLAVORx and that, except as expressly set forth herein, the Customer acquires no right, title or interest in and to the Intellectual Property, whether by assignment, license or otherwise. The Customer will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Intellectual Property. The Customer further agrees not to reverse engineer any Equipment or to otherwise exploit the use of any of the Intellectual Property for any purpose other than the use of the Equipment in accordance with the provided specifications. Notwithstanding the immediately-preceding terms to the contrary, in the event that the Customer elects to purchase access to the Flavoring Database, FLAVORx grants to the Customer a revocable, nonexclusive, non-transferable license (“License”) to use the Flavoring Database for the term set forth on the Order Form, and the Customer acknowledges and agrees that upon expiration or earlier termination of the term set forth on the Order Form, the License shall automatically terminate, and FLAVORx shall be entitled to discontinue access to the Flavoring Database without further notice to the Customer.
     c. NO WARRANTIES; DEFECTS
     FLAVORx MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, RELATING TO ANY
     EQUIPMENT SOLD, OR INTELLECTUAL PROPERTY WHICH MAY BE LICENSED, TO THE CUSTOMER PURSUANT TO THE ORDER FORM OR THESE TS & CS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER ITEMS. SPECIFICALLY EXCLUDED ARE THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY.
2. Terms Applicable to Services
   The terms of this Section 2 shall apply in the event Customer has elected on the Order Form to purchase either the FillPure Service Plan (“FSP”) or the Customer Service Plan (“CSP”). In the event Customer has elected to purchase either the FSP or CSP (the “Service Plan”), FillPure, LLC (“FillPure,” and together with FLAVORx, the “Affiliated Entities”), an affiliate of FLAVORx, shall render the Services (as hereafter defined), either directly or through one or more subcontractors. In purchasing the Service Plan, the Customer agrees as follows:
   • a. Services
     The services to be rendered by FillPure (the “Services”) under the Service Plan shall include only those services set forth on the document appended hereto entitled “FillPure Service Plan” and “Customer Service Plan (CSP)”, as the case may be, as the same may be amended from time to time.
   • b. Term; Automatic Renewal
     The term of the Service Plan shall be one (1) year (“Initial Term”) commencing on the date of purchase and shall automatically renew for successive one (1) year periods thereafter (each, a “Renewal Term”), unless either FillPure or the Customer, as the case may be, provides written notice at least sixty (60) days’ prior to the conclusion of the Initial Term or the then-applicable Renewal Term, as the case may be, that it does not desire to renew the Service Plan for the forthcoming Renewal Term. Notice shall be provided by mail or other reputable delivery service to the party at addresses set forth on the Order Form and shall be deemed provided on the date such notice is postmarked or otherwise deposited with the carrier.
   • c. Fees and Payments
     The fee for the Initial Term shall be the price set forth on the Order Form, exclusive of any taxes, tariffs or other amounts which may be imposed by a governmental entity related to the Service Plan. The fee for a Service Plan during any Renewal Term shall be the then-prevailing fee charged by FillPure for such Service Plan and shall be due and owing prior to the commencement of any Renewal Term; provided, however, if such fee is more than ten percent (10%) of the prior year’s Service Plan fee, the Customer shall have the right to terminate the Service Plan for such Renewal Term by providing written notice of termination no later than fifteen (15) days after being advised of the fee for such Renewal Term (notwithstanding any automatic renewal which may have otherwise occurred pursuant to the terms of this Section).
   • d. Assignment and Subcontracting Customers may not assign the Service Plan or these Ts & Cs to any other person or entity without FillPure’s prior written consent, which consent may be withheld in its sole and absolute discretion. FillPure may assign its rights and delegates its obligations under the Service Plan to any successor entity and FillPure may subcontract all or a portion of the services to be rendered in connection with the Service Plan at any time in its sole discretion.
3. Terms Applicable to Equipment and Services.
   The following terms apply to any purchase of Equipment from FLAVORx or the purchase of any Service Plan from FillPure.
   • a. Payment Terms
     A surcharge of up to 4% may apply for credit card payments. Late payments accrue 1% monthly interest, and FillPure may suspend Services for non-payment in addition to all other rights and remedies available under applicable law.
   • b. Limitation of Liability
     Each Affiliated Entity’s liability with respect to any claim arising out of or related to the Equipment, the Services provided, any Order Form, or these Ts & Cs is limited to the amount paid by the Customer to such Affiliated Entity for such Equipment or Services, as applicable, during the applicable term. In no event shall any Affiliated Entity be liable to the Customer for any indirect, special, punitive, or consequential damages, even if advised of the possibility of the same.
   • c. Indemnification
     Customers agrees to defend, indemnify, and hold harmless the Affiliated Entities, and each of their affiliates, and their respective officers, employees, and other agents (“Indemnitees”) from and against any claims or damages arising out of or related to: (i) the use of any Equipment or the provision of any of the Services; (ii) the Customer’s negligence or intentional misconduct; or (iii) any breach
     by the Customer of its obligations hereunder; provided, however, in no event shall the Customer be obligated to indemnify any of the Indemnitees from or against any loss arising out of or related to the Affiliated Entities’ gross negligence or intentional misconduct.
   • d. Default; Remedies.
     The occurrence of any of the following events (each, an “Event Of Default”) shall constitute a default by the Customer hereunder: (i) the failure to pay any sum when and as due and owing; (b) a breach by the Customer of any obligation, representation, or warranty
     hereunder; or (iii) the insolvency or bankruptcy of the Customer. Upon the occurrence of an Event Of Default by the Customer, in
     addition to any other rights or remedies afforded to the Affiliated Entities by the other terms of these Ts and Cs and applicable law: (a) the Affiliated Entities s shall have the right, without notice or demand – – (i) to revoke the License (to the extent applicable), (ii) to terminate any Service Plan (to the extent applicable); and (iii) to recover any and all damages sustained by the Affiliated Entities in connection therewith. All of the Affiliated Entities’ rights and remedies are cumulative and may be exercised concurrently or separately.
   • e. Governing Law; Jurisdiction; Attorneys’ Fees.
     These Ts & Cs shall be governed by the laws of the State of Maryland, exclusive of conflicts of law principles. The Customer consents to the exclusive jurisdiction of the Circuit Court for Howard County, Maryland or the United States District Court for the District of Maryland, if a basis for federal jurisdiction exists, with respect to any dispute arising out of or related to the Service Plan, the Equipment, or these Ts and Cs, and agrees the venue would be appropriate in any such Court. In the event the Affiliated Entities engage an attorney as a result of any breach by Customer of its obligations hereunder, Customer shall be responsible for all of the Affiliated Entities’ reasonable attorneys’ fees and expenses.
   • j. Jury Trial Waiver
     THE AFFILIATED ENTITIES AND CUSTOMER HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR RELATED TO THE EQUIPMENT, THE SERVICES, THE ORDER FORM, AND THESE TS & CS.

EQUIPMENT PURCHASE AGREEMENT

RECITALS

As is more fully described in – – (i) the Equipment Purchase Order Form and incorporated by reference herein (“Purchase Order”), (ii) if applicable, the FLAVORx Formulary System License Terms attached hereto as Exhibit “B” and incorporated by reference herein (“License Terms”), and (iii) if applicable, the FillPure Service + FLAVORx Plan Terms attached hereto as Exhibit “C” and incorporated by reference herein (collectively, “FillPure Service + FLAVORx Plan Terms”) – – the Parties have agreed to do the following pursuant to the terms of this Agreement: (a) the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, one or more of those certain digital reconstitution and flavoring machines which provide purified water to reconstitute and flavor liquid medications, as the case may be (individually, “Device,” and collectively, “Devices”); (b) if applicable, the Seller shall license to the Purchaser, and the Purchaser shall license from the Seller, the below-defined “Proprietary Information” and “Formulary System SD Card”; and (c) if applicable, the Seller shall provide to the Purchaser, and the Purchaser shall purchase from the Seller, the below-defined “FillPure Service + FLAVORx.”

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SALE OF DEVICE(S); TRANSFER OF TITLE; RISK OF LOSS. As of the Effective Date, the Seller agrees to deliver and sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the applicable number and types of Devices more fully described in the Purchase Order. Notwithstanding any of the terms of this Agreement to the contrary, the Parties mutually acknowledge and agree that: (a) this Agreement constitutes a purchase and sale agreement and not an equipment lease agreement; (b) title to each Device purchased by the Purchaser shall automatically be transferred from the Seller to the Purchaser upon the later to occur of – – (i) the Effective Date, (ii) the date upon which the Purchaser actually receives such Device (“Delivery Date”), or (iii) the date upon which the Purchaser pays the corresponding and below-defined “Purchase Price” to the Seller for such Device; and (c) unless the terms of the applicable Purchase Order are expressly to the contrary, since all shipments shall be “F.O.B. shipping point of origin” in accordance with the applicable shipping instructions, all risk of loss of each purchased Device shall automatically be transferred to the Purchaser once the Device is shipped from the point of origin. Upon the Purchaser’s receipt of each purchased Device, either Party shall deliver to the other Party an acknowledgment either in writing or via facsimile or electronic transmission (i.e. Email) confirming the actual Delivery Date and such actual Delivery Date may be inserted in the appropriate line on the Purchase Order, as the case may be, unless the other Party disputes such Delivery Date in writing within three business days of its receipt of such acknowledgment.

2. PURCHASE ORDER TERMS. The Purchase Order shall contain the following information insofar as each Device purchased pursuant to this Agreement is concerned: (a) the name, make, model, or type thereof; (b) the applicable number thereof; (c) the per unit amount, the installation amount, the applicable freight charge, and (if applicable) the FillPure Service + FLAVORx amount; (d) the location for the delivery thereof; (e) additional Purchaser information; and (f) any other applicable terms.
3. PAYMENT TERMS; ETC. Unless the terms of the Purchase Order are expressly to the contrary: (a) the Purchaser shall have the right to return any purchased Device within thirty (30) days of the Delivery Date thereof, in which case the Seller shall refund the applicable Purchase Price minus an amount equal to the sum of – – (i) all applicable freight charges that may be incurred by the Seller, plus (ii) a fifteen percent (15%) restocking charge; (b) all payments shall be made within thirty (30) days of the applicable Delivery Date; (c) payments may be made by check, wire transfer, or credit card (provided, however, that the Seller may apply an appropriate surcharge on credit card transactions, in an amount not to exceed four percent (4%) of the amount paid via credit card, if such surcharge is permitted by applicable law and the terms of its applicable bank card merchant agreement, to reimburse the Seller for the actual costs incurred by the Seller as a result of such credit card transaction); (d) all payments not tendered within sixty (60) days of the applicable Delivery Date shall bear interest (from the Delivery Date) at the rate of one percent (1%) per month until paid in full; (e) if this Agreement and/or a particular Purchase Order are referred to an attorney for collection, the Purchaser shall pay all of the Seller’s reasonable costs, fees (including reasonable attorneys’ fees) and expenses resulting from such referral; and (e) to secure the payment and performance of the Purchaser’s obligations to pay the remaining balance of the Purchase Price, the Purchaser hereby – – (i) grants to the Seller a purchase money security interest and lien in and to each Device purchased by the Purchaser from the Seller pursuant to this Agreement (“PMSI”), and (ii) authorizes the Seller to file a UCC-1 Financing Statement to perfect the PMSI.
4. CERTAIN DEFINED TERMS. The following terms have the following meanings:

(a) “Reconstitution System” means, collectively, any and all drug reconstitution data that has been or may be produced or otherwise generated by the Seller from time to time, in connection with the Seller’s proprietary system for purifying water to reconstitute and flavor liquid medications. (b) “Formulary System” means, collectively: (i) the Seller’s pediatric and/or veterinary formulary flavoring system, as may be supplemented or amended, from time to time; (ii) any and all written materials and on-line formularies and other materials that have been or may be produced or otherwise generated by the Seller, from time to time, in connection with the Seller’s proprietary system for flavoring prescription and over-the-counter medications; (iii) all technical information, trade secrets and know-how inherent in or associated with the Seller’s flavoring system; (iv) all of the Seller’s trademarks and other intellectual property associated with its flavoring system; and (v) all other proprietary rights related to the Seller’s custom prescription formulas, formulary flavors and periodic future updates of its flavoring system. (c) “Proprietary Information” means, collectively, the Reconstitution System, the Formulary System, and all other intellectual property of the Seller and/or any of its affiliates, as the case may be. (d) “Formulary System SD Card” means the SD card that is attached to or made a part of each Device which is purchased pursuant to the terms of this Agreement.

5. GRANT OF LICENSE. The following acknowledgment appears on the Purchase Order: “I have read and agreed to the terms and conditions stated in “Exhibit B”.” If and only if the box which appears to the left of that acknowledgment is marked by the Seller with an “X” or such similar marking, then: (a) the License Terms more fully described in Exhibit “B” attached hereto and incorporated by reference herein shall apply; and (b) the Seller shall automatically be deemed to have licensed to the Purchaser, and the Purchaser shall automatically be deemed to have licensed from the Seller, the Proprietary Information and the Formulary System SD Card (“License”).
6. PURCHASE OF FillPure Service + FLAVORx. The following acknowledgment appears on the Purchase Order: “I have read and agreed to the terms and conditions stated in “Exhibit C”.” If and only if the box which appears to the left of that acknowledgment is marked by the Seller with an “X” or such similar marking, then: (a) the FillPure Service + FLAVORx Terms more fully described in Exhibit “C” attached hereto and incorporated by reference herein shall apply; and (b) the Seller shall automatically be obligated to provide to the Purchaser, and the Purchaser shall automatically be deemed to have purchased from the Seller, the servicing plan associated with such Device(s) that is more fully described in such Exhibit “C” (“FillPure Service + FLAVORx”).
7. INSURANCE. If the entire Purchase Price for a particular Device has not been paid in full as of the Delivery Date, then until such time as the Purchase Price has been paid in full, the Purchaser shall procure at Purchaser’s cost, and continuously maintain, a casualty insurance policy which: (a) insures against loss of, and damage to, such Device; (b) is in an amount at least equal to the total Purchase Price of such Device; (c) names the Seller as sole loss payee and additional insured; (d) states that no cancellation or modification of such insurance is permitted without thirty (30) days advance written notice to the Seller; and (e) includes public liability and property damage insurance, with limits of at least One Million Dollars ($1,000,000.00) per occurrence and in the aggregate and names the Seller as an additionally insured.
8. DEFECTIVE DEVICES. Unless the Seller provides an express warranty to the Purchaser for a particular Device, which warranty (if applicable) shall be attached as Exhibit “D” hereto and incorporated by reference herein (“Express Warranty”), THE SELLER OTHERWISE MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, RELATING TO ANY DEVICE SOLD PURSUANT TO THIS AGREEMENT AND/OR A PURCHASE ORDER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER ITEMS. SPECIFICALLY EXCLUDED ARE THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY. Unless the terms of an Express Warranty (if any) are expressly to the contrary, THE SELLER’S LIABILITY TO THE PURCHASER UNDER THIS AGREEMENT, ANY PURCHASE ORDER, OR OTHERWISE IN CONNECTION WITH A DEVICE, THE PROPRIETARY INFORMATION, OR A FORMULARY SYSTEM SD CARD, SHALL BE LIMITED TO THE STATED SELLING PRICE OF THE DEFECTIVE DEVICE AND/OR THE ANNUAL LICENSE FEE FOR THE DEFECTIVE PROPRIETARY INFORMATION OR FORMULARY SYSTEM SD CARD, AND SHALL IN NO EVENT INCLUDE SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING PROFITS OR LOST PROFITS).
9. DEFAULT REMEDIES. Upon the occurrence of any payment default or breach by the Purchaser of any of its covenants or obligations under this Agreement or any Exhibit attached hereto and incorporated by reference herein, in addition to any other rights or remedies afforded to the Seller by the other terms of this Agreement and applicable law: (a) the Seller shall have the right, without notice or demand – – (i) to accelerate and demand the immediate payment of the unpaid balance of the Purchase Price, (ii) to disengage any Formulary System SD Card, (iii) to exercise any and all rights afforded to secured creditors under the Uniform Commercial Code, as amended, and/or such other applicable law, including but not limited to the right to foreclose upon the PMSI, (iv) to otherwise retake possession of any Device whose Purchase Price has not been paid in full by the Purchaser, and/or (v) to terminate this Agreement; (b) the Purchaser shall not be barred from paying damages sustained by the Seller on such termination, if applicable; (c) if the Purchaser fails or refuses to deliver to the Seller any Device whose Purchase Price has not been paid in full by the Purchaser, the Seller shall have the right to enter the Purchaser’s premises and retake possession of each such Device without legal process; (d) the Purchaser releases any claim or right of action for trespass or damages caused by the Seller’s entry and repossession; (e) the Purchaser expressly waives all further rights to possession of each Device whose Purchase Price has not been paid in full by the Purchaser and all claims for injury suffered through or loss caused by the repossession; (f) the Purchaser shall pay all expenses, including but not limited to reasonable attorneys’ fees, that may be incurred by the Seller to enforce this Agreement; and (g) all of the Seller’s rights and remedies are cumulative and may be exercised concurrently or separately.
10. NDC INFORMATION; REPLACMENT SD CARDS. The Purchaser is requested to supply the Seller with all liquid NDC information (if available) before shipment of each Device in order to ensure that the Formulary System SD Card’s database covers the medications currently in use at the Purchaser’s pharmacy(ies). The Seller shall utilize commercially reasonable efforts to maintain such database. Emergency updates will be available via Email or online. A new Formulary System SD Card will be sent once a year as part of the FillPure Service + FLAVORx (if applicable). In connection therewith, a stamped self-addressed envelope will also be sent for the Purchaser to return the prior year’s Formulary System SD Card. IF THE PURCHASER DOES NOT RETURN THE PRIOR YEAR’S FORMULARY SYSTEM SD CARD WITHIN THIRTY (30) DAYS OF ITS RECEIPT OF AN UPDATED SD CARD, THE PURCHASER SHALL BE CHARGED $10.00 THEREFOR.
11. PURCHASER’S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to the Seller as follows: (a) each Device is being purchased for use in the conduct of the Purchaser’s business; (b) this Agreement and all documents delivered by the Purchaser in connection herewith have been duly authorized by all necessary action on the part of the Purchaser; and (c) the execution, delivery, and performance of this Agreement do not violate any law or governmental rule, regulation, or order applicable to the Purchaser.
12. PROPRIETARY INFORMATION; ADDITIONAL COVENANTS. All aspects of the Seller’s Proprietary Information are to be maintained by the Purchaser in strict confidence and the Purchaser will neither copy nor allow anyone else to copy all or any part of any Formulary System SD Card or any other aspect of the Seller’s Proprietary Information except for use at the Purchaser’s premises where each Device is located. Neither the Purchaser nor any of its owners, employees or agents may discuss, divulge, or make accessible to anyone any aspect of the Seller’s Proprietary Information without the Seller’s prior written consent. For so long as any Device is being used by the Purchaser, the Purchaser will not: (a) be associated in any manner whatsoever with any individual or entity (other than the Seller) engaged in the business of flavoring drug products; (b) assign the License (if applicable) to any third person or otherwise distribute, lease, transfer or otherwise disseminate all or any portion of the Proprietary Information; (c) modify or prepare derivative prescription formulas; (d) use the Proprietary Information in any public display; (e) transmit any portion of the Proprietary Information over a network, by telephone, or any other electronic means; (f) reverse engineer any prescription flavoring; or (g) assign any right to use any Device, any Formulary System SD Card, or any other aspect of the Seller’s Proprietary Information to any third party without the Seller’s prior written consent. The terms of this Section shall survive the termination of this Agreement.
13. NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
14. MISCELLANEOUS. This Agreement: (a) shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns; (b) may not be altered, modified or amended unless such alteration, modification or amendment is in writing and executed by each of the Parties; (c) supersedes all prior written and oral statements, including but not limited to any prior representations, statements, conditions, or warranties of any of the Parties; and (d) shall be governed by the laws of the State of Maryland. This Agreement and the exhibits that are attached hereto and made a part hereof constitute the entire agreement between the Parties with respect to the subject matter hereof, and any term or condition not expressed in this Agreement does not constitute a part of the agreements of the Parties with respect to such subject matter. If any provision or part of any 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 provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability. As used throughout this Agreement: (i) the singular shall include the plural and the plural may refer to only the singular; and (ii) the use of any gender shall be applicable to all genders. The captions contained herein are for purposes of convenience only and are not a part of this Agreement. A carbon, photographic, photocopy, or other reproduction of this Agreement shall be sufficient in connection with any action brought to enforce, interpret, or construe this Agreement. If any date upon which action is required under this Agreement shall be a Saturday, Sunday, or legal holiday, the date for such action shall be extended to the first regular business day after such date which is not a Saturday, Sunday, or legal holiday. Time is of the essence of all duties and obligations imposed under this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement under seal as of the Effective Date (notwithstanding the actual date of execution and delivery hereof). This Agreement may be executed in counterparts and delivered via facsimile or electronic transmission. Any notice or other communication provided for herein or given hereunder to a Party shall be in writing and shall be given in person, by overnight courier, by mail (registered or certified mail, postage prepaid, return receipt requested), or via facsimile or electronic transmission (i.e. Email) to the respective Party pursuant to the contact Information found within the order form.

EXHIBIT “B”

FLAVORx FORMULARY SYSTEM LICENSE TERMS

(a) Grant of License: In contrast to each Device which is purchased by the Purchaser from the Seller pursuant to the terms of the Agreement, the Purchaser acknowledges that: (i) the Purchaser is not purchasing, and therefore shall not own, the Reconstitution System, the Formulary System, or any of the other Proprietary Information, including but not limited to the Proprietary Information contained in each Formulary System SD Card; and (ii) the Seller hereby grants to the Purchaser, a limited, non-exclusive, site specific license to use the Proprietary Information and the Formulary System SD Card which shall be provided with each such Device (“License”) at the location(s) where such Device(s) shall be delivered pursuant to the Purchase Order.

(b) The total amount of the Formulary License Fee in addition to the Total Care Plan fee is to be paid per Device.

(c) Since the Purchaser does not own title to any of the Proprietary Information or any Formulary System SD Card, it is a condition precedent to the Purchaser’s ability to continue to use the Formulary System SD Card provided with each Device following the first (1 st ) anniversary of the Delivery Date for such Device that the Purchaser has paid in a timely manner the applicable amount of the Annual License Fee. Otherwise, immediately following such an annual payment default: (i) the License shall automatically be revoked; (ii) the Purchaser shall be required to return the Formulary System SD Card to the Seller; and (iii) the Seller shall thereafter deliver to the Purchaser a replacement SD card which shall only contain drug reconstitution data and not any flavoring formulations.

(d) In consideration for the License that has been granted by the Seller, the Purchaser agrees that it will not use any flavoring agents in connection with the Device other than those sold by the Seller and the Purchaser otherwise will not promote any flavoring system other than the Seller’s Formulary System without the Seller’s prior written consent.

(e) During the Initial License Period, the Purchaser agrees that each Device will be: (a) operated by competent employees; (b) used solely in the conduct of its business at the address above or such other pharmacies / stores (if applicable) that may be identified in writing by the Purchaser; and (c) maintained and operated in compliance with all federal, state, and local laws. If the location of any Device changes, the Purchaser will notify the Seller thereof in writing or via facsimile or electronic transmission (i.e. Email). The Purchaser shall not assign any of its rights under the License to any third party or make any alterations or additions to any Device during the Initial License Period without the Seller’s prior written consent.

(f) Upon termination of the License, the Purchaser must immediately: (i) cease using each and every aspect of the Formulary System; and (b) return the Formulary System and all unused and corresponding products to the Seller. Notwithstanding any terms of the License to the contrary, the Purchaser acknowledges and agrees that the Seller maintains sole and exclusive ownership rights in and to the Formulary System.

EXHIBIT “C”

FillPure Service + FLAVORx Terms

(a) The total amount of the Formulary License Fee in addition to the FillPure Service + FLAVORx plan fee is to be paid per Device.

(b) Discounts in the otherwise applicable annual amount of the FillPure Service + FLAVORx plan shall be awarded to the Purchaser in subsequent years based on usage in the preceding twelve month period according to the following tiers:

Tier 1 discount of 10% for annual reorder sales over $250

Tier 2 discount of 15% for annual reorder sales over $400

Tier 3 discount of 20% for annual reorder sales over $550

(c) Since the Purchaser does not own title to any of the Proprietary Information or any Formulary System SD Card, it is a condition precedent to the Purchaser’s ability to continue to use the Formulary System SD Card provided with each Device following the first (1st) anniversary of the Delivery Date for such Device that the Purchaser has paid in a timely manner the applicable annual amount of the Total Care Plan. Otherwise, immediately following such an annual payment default, the Purchaser is required to return the Formulary System SD Card to the Seller.

(d) FillPure In-Store Service Plan: Stores will receive a service visit once per calendar year within 9-15 months from previous service. Fillmaster will conduct a pre-call 48 hours prior to our technicians arrival.

(e) Services Included in the FillPure Service + FLAVORx plan: The Seller shall provide the following services as part of the FillPure Service + FLAVORx plan:

• Service visit – once annually, per agreed upon schedule
• Pre-visit phone call to store
• Post-visit phone call to store
• Water quality test (TDS & bacteria)
• Filtration system sanitization
• Change filtration system filters and membranes
• Inspect and clean dispenser
• Dispenser calibration
• Update dispenser software, as needed
• Replace Fillmaster battery packs, if needed (Fillmaster Digital units)
• Fix or replace damaged equipment
• Collect data
• Report on findings
• Provide real-time access to data
• Training pharmacy staff
• System repair within 30 days of visit
• 24/7 technical support & troubleshooting/triage over the phone
• System & equipment warranty

(f) Unscheduled Visits: Outside of the annual service visit, the FillPure customer support staff has the ability to dispatch technicians for unscheduled visits to do the following: fix leaks related to the Device; repair/replace the Device; change FLAVORx / Fillmaster RO filters & membranes; or perform other repairs related to the Devices outside of the one annual FillPure scheduled in-store visit. The costs for such unscheduled visits is $500 per trip in addition to possible travel and expense fees. FillPure customer support staff will make every effort to triage all issues with the Purchaser’s staff prior to dispatching a tech in order to avoid the additional charge. An estimated 85% of all problems occurring with the Devices outside of the annual visit can be resolved over the phone with the support from the Purchaser’s staff.