Sale Contract Form

Trademarks shall mean those marks set forth in Appendix VII, together with any current or future related trademarks.

U.S. Distributor shall mean Aker BioMarine Antarctic AS or any other distributor based in or doing business in the United States, as selected by Aker BioMarine Antarctic AS, subject to the Customer’s prior written consent, such consent not to be unreasonably withheld.

2.   APPOINTMENT

2.1   On the terms and conditions set out in this Agreement, the Supplier hereby grants to the Customer:

(i)   a non-exclusive, non-transferable and royalty-free right to directly or indirectly manufacture, advertise, promote, package, ship, distribute, market and sell (collectively, “Sell”) the Product in the Territory in the Sales Channels and in the Export Territories in the Sales Channels, provided the Product is purchased from the Supplier; and

(ii)    a non-exclusive, non-transferable and royalty-free right to use one or more of the Trademarks in the Territory in the Sales Channels and in the Export Territories for the sole purpose of manufacturing, advertising, promoting, packaging, shipping, distributing, marketing and sale (collectively, “Sale”) of the Product in accordance with the guidelines set forth on Appendix VIII, provided that any use of the Trademark on the Blended Products is subject to the prior consent of the Supplier.

The Customer shall only use the licenses to manufacture the Product set forth in Section 2.1(i) and (ii) above for the manufacture of softgels, capsules or other finished product and for the manufacture of Blended Products, and not for the manufacture of krill oil itself.  No consents, approvals or authorizations shall be required from Supplier in connection with Customer’s exercise of its licenses under (i)-(ii) above.  Except as otherwise set forth in this Agreement, the Customer shall not assign its rights under (i)-(ii) above.

2.2   Should the Supplier elect to grant any customer/company the exclusive right to Sell the Product or use the Trademark in any territories other than the Territory and Export Territories or any sales channel other than the Sales Channels, the Supplier will preserve non-exclusive rights for the Customer to Sell the Product into the Sales Channels in such territory.

2.3   The Customer shall sell the Product in the Territory in the Customer’s own name and for the Customer’s own account (including, if applicable, in the name and for the account of any of the Customer’s wholly-owned or controlled subsidiaries). Notwithstanding the foregoing sentence, the Customer may also sell private label Product (under its customer’s brand name) in the Territory and the Export Territories, provided that the Customer shall not use the Trademarks on private label Products without the Supplier’s prior written consent.  Neither Party shall represent itself as agent for the other or in any way bind the other to any third parties.

2.4   The Customer will receive the Product in oil or capsule form, as specified by the Customer in the applicable purchase order, from the U.S. Distributor or encapsulator, as applicable.  If at any time the Customer is purchasing capsules rather than oil from the Supplier, the Customer will give 6 months prior notice to the Supplier before using its own encapsulator to encapsulate the Product. If at any time the Customer is purchasing oil rather than capsules from the Supplier, the Supplier shall not be responsible for any liability incurred as a result of the use of the Customer’s encapsulator.

2.5   This Agreement shall not in any way be construed as providing the Customer with any exclusive rights in purchasing, selling and/or distributing the Product within the Territory or outside the Territory. Nor does it include any obligation on the part of the Customer to buy any Product from the Supplier, except that the Customer hereby covenants and agrees that, absent breach of this Agreement by the Supplier that remains uncured after the applicable cure period under this Agreement, it will not purchase any krill oil or krill derived products from any person or third party other than the U.S. Distributor or the Supplier (or an encapsulator that has purchased the Product from the U.S. Distributor or the Supplier on behalf of the Customer) during the term of this

Agreement in accordance with Clause 10 hereunder, except that the Customer may purchase krill oil or krill derived products from a person or third party (such products, “Third Party Products”) only to the extent that the Supplier cannot or will not sell the Product to the Customer for Sale in a given territory or because the registration process has commenced using Third Party Products. If the Customer purchases any Third Party Products because the Product is not offered in such territory, the Parties agree that when the Supplier is able to provide the Product in compliance with this Agreement in such territory and the Customer is able to effect an orderly transition to the Product with its customers in such territory without undue risk or burden, then the Customer will no longer Sell such Third Party Product in the applicable territory.  Notwithstanding the foregoing, the Customer shall be permitted to Sell krill oil purchased from a third party prior to the effectiveness of this Agreement.

3.   DELIVERY, PURCHASE PRICE AND PAYMENT TERMS

3.1   The Purchase Price for the Products is as set out in Appendix IV.  Such Purchase Price does not include any taxes.  Customer shall be solely responsible for any U.S. taxes.  The Supplier shall be solely responsible for foreign taxes, import duties and other amounts associated with delivering the Product to the U.S. Distributor.

3.2   The Supplier represents that the price the Customer pays for the Product is the Supplier’s lowest price currently in effect for any customer with a license to Sell in the Territory or Export Territories.  Should any lower price, or any better terms, be quoted by the Supplier to any of its customers with a license to Sell in the Territory or Export Territories, prior to completion of the delivery of the goods, the Supplier will promptly notify the Customer and, thereupon, such lower price or better terms will apply to this Agreement, provided that the granting of such lower price or better terms to the Customer would not be in violation of any applicable law.  In calculating the price, the Supplier shall take into account all rebates, discounts, charge-backs, promotions, credits or other favorable terms or similar arrangements.  The Supplier represents and warrants that, to the best of its knowledge, the prices for the Product do not and will not violate any federal, state, county or municipal law or regulation relative to price discrimination, price-fixing, or price stabilization.

3.3   Payment for the Products shall be made to the U.S. Distributor in full, free of bank charges within 45 days of the date of delivery of the Product to the Customer and the associated invoice by the U.S. Distributor. Payment to the U.S. Distributor will satisfy all payment obligations of the Customer under this Agreement, and no further amounts shall be owed to the U.S. Distributor, the Supplier or the encapsulator of the Product (unless the Customer uses its own encapsulator, as described in Section 3.5(v) below).

3.4   The Supplier will pay freight costs to the U.S. Distributor.  The Customer will pay freight costs from the U.S. Distributor to the delivery location.  Title to the Product will pass to the Customer only following Customer’s receipt of such Product at its Salt Lake City facility; subject to the acceptance, Nonconforming Goods and other provisions of Sections 3.5 and 4.3 of this Agreement.

3.5   Ordering Product; Production Quantities.

(i)   Purchase Orders.  The Supplier agrees to sell and the Customer agrees to purchase the Product pursuant to specific purchase orders submitted from time to time by the Customer to the U.S. Distributor, which shall include, among other things, the required quantity of the Product.  No purchase order is binding on the Customer unless and until it is in writing and signed by Customer's authorized representative.  The U.S. Distributor shall provide written confirmation within 2 business days of receipt of the purchase order, and such confirmation shall be binding on the Supplier.  Each purchase order shall be deemed to be submitted pursuant to this Agreement and subject to the terms and conditions therein and herein.  In the event of a conflict between the terms of the purchase order and this Agreement, the terms of this Agreement shall apply.

(ii)   Forecasts; Minimum Lead Times.  The Customer shall provide the Supplier with a six (6) month non-binding forecast, updated once per quarter.  Beginning January 1, 2010, the Customer shall provide the Supplier with a twelve (12) week binding minimum forecast; provided that the Customer may upon ten days prior written notice to the Supplier delay delivery of the Product purchased.  The Supplier certifies that should the Customer so order, it will provide up to 50 metric tons of Product per year and up to 10 metric tons of Product per month.

(iii)   Inventories.  The Supplier will source, purchase and warehouse all raw materials and maintain at all times sufficient inventories of ingredients and supplies to meet its obligations hereunder.  Any expenditure the Supplier may make based on projected future sales to the Customer (including any forecasts by the Supplier or the Customer) are the Supplier's responsibility and at the Supplier's own risk.  The Supplier shall not be entitled to reimbursement of any production costs or expenses unless specifically authorized in writing in advance by the Customer.  The Supplier shall cause the U.S. Distributor to maintain at all times eight (8) weeks of Product inventory in the United States. The Supplier shall ensure that the U.S. Distributor stores the Product according to the Oil Specification or Softgel Specification in Appendix II or Appendix VI, as applicable.  The Supplier agrees to maintain in inventory at all times 400 metric tons of nutraceutical-grade krill meal available for immediate extraction.

(iv)   Timeliness.  The Supplier shall, and shall cause the U.S. Distributor to, manufacture, ship and deliver the Product in bulk form acceptable to the Customer, in a timely manner in accordance with the purchase orders submitted by the Customer.  The Supplier agrees that all Product purchased by the Customer shall meet the Oil Specification or Softgel Specification, as applicable.  The Customer shall have forty-five (45) days from receipt of the Product at the Customer’s Salt Lake City facility (in the case of softgels) or at the Customer’s contract encapsulator’s facility (in the case of oil) to inspect the Product in order to determine that it meets such Specifications.  If the Product does not meet the Oil Specification or Softgel Specification, then such Product may be rejected by the Customer at the Supplier's expense; provided that the Supplier will not accept any rejected Product, or incur any cost or expense of any rejected Product, to the extent rejection is due to the fact that it has been changed, altered or blended by the Customer.  If the Customer fails to inspect the Product within such forty-five (45) day period, then the Product shall be deemed to be accepted.  Acceptance of any part of a commercial unit shall not be deemed to be an acceptance of the entire unit. The Supplier agrees that it will notify the Customer immediately of any real or anticipated delays that could impact the supply of the Product or the ability of the Supplier to fulfill its obligations under this Agreement, including, but not limited to, component supply or labor shortages, or events which involve health, safety, building code, or regulatory issues or violations.

(v)   Supplier Failure to Supply.  If the Supplier fails to supply the Product in the manner and within the time frames set forth in this Agreement, or is unable to supply the Product for any reason (either, a “Failure to Supply”), the Supplier will promptly notify the Customer of such delay or inability to perform and the Customer will upon receipt of such notice promptly make reasonable efforts to cover with a third party’s product. The Supplier agrees to pay to the Customer the difference between the price the Customer pays to cover and the Purchase Price (“Cover”). Such Cover will not be considered a breach of Clauses 2.5 or 10 of this Agreement, and the Supplier hereby grants the Customer a non-exclusive, royalty-free license that allows Licensee to obtain Product from third parties during the period the Supplier fails to supply the Product, and to Sell such Product without violating this Agreement or the Patents.  If the Customer is unable to cover, the Supplier agrees to pay to the Customer as liquidated damages the difference between the price the Customer would have charged its customer for the applicable lost or delayed sales (based on the most recent price agreed upon by the Customer and its customer prior to the Supplier’s notification to the Customer of the delay or inability to supply) and the Product cost of goods sold, as applicable (“Lost Sales”).  The Supplier will also pay to the Customer any penalties or other costs incurred by the Customer in connection with such lost or delayed sale (“Costs”), including, but not limited to, credits and expenses incurred as a result of returned and/or discontinued Product.  The Supplier’s obligation to pay for Cover, Lost Sales and Costs shall terminate one (1) year following the failure to supply.  The liquidated damages are not an exclusive remedy, but in addition to other rights and remedies available at law or in equity.

4.   PRODUCTS; WARRANTIES AND LIABILITY

4.1   Supplier guarantees that the Product has a minimum of twenty-four (24) months remaining shelf-life at the time of delivery, provided that the Product is stored according to the Oil Specification or Softgel Specification, as applicable, in Appendix II or Appendix VI and that the EPA and DHA levels will be at 100%

of the amount set forth on the Oil Specification or Softgel Specification, as applicable, at the end of the shelf-life.  It is understood and agreed that until the Supplier has the results of its twenty-four (24) month stability testing, the above-stated guarantee will be for a minimum of eighteen (18) months remaining shelf-life.

4.2   The Product supplied shall be in conformity with the Oil Specification and Softgel Specification as set out in Appendix II and Appendix VI, respectively. The Oil Specification and Softgel Specification may be amended by written agreement of the Parties from time to time. The Supplier shall discuss changes to the Oil Specification or Softgel Specification with the Customer before they are implemented, but the Supplier will make the final decision based on an overall evaluation, subject to the Customer’s agreement, such agreement not to be unreasonably withheld. Changes to the Oil Specification or Softgel Specification requested by Customer may cause changes in the Purchase Price to the extent of the actual increase in the cost to the Supplier.

4.3   Upon receipt of the Products the Customer shall make a visual inspection (physical and organoleptic properties) of the goods and within fifteen (15) days after receipt notify the U.S. Distributor of any damaged or defective goods. Defects that could reasonably not be detected for Products in the recipient’s control shall be reported to the U.S. Distributor in writing within reasonable time after the defect was discovered or should have been discovered.  Products that are not rejected in writing within the above time-limits shall be deemed to be accepted.

4.4   The Customer shall have the option to inspect the Product, including materials used in the manufacture or packaging of the Product, and records relating thereto at reasonable times and places before, during and after the manufacture or delivery of the Product.  The Customer reserves the right to inspect any facility in which the Product is manufactured, packaged or stored and any raw materials, goods in process, or finished goods.  The Customer will provide a minimum of ten (10) days prior notice of any such inspection.  An inspection or failure to inspect shall not relieve the Supplier of any responsibility or liability with respect to the Product, including material used in the manufacture or packaging of the Product, nor shall an inspection be interpreted as an acceptance of the Product by the Customer.

4.5   Notwithstanding the foregoing paragraphs, the Customer’s failure to discover Nonconforming Goods or other defects shall not relieve the Supplier of its obligations under Section 13 or any other provision of this Agreement or the applicable purchase order or limit any rights or remedies the Customer may have under applicable law or equity.

4.6   The Supplier hereby represents and warrants to the Customer that (i) the Supplier is the sole owner of the right, title and interest in and to the Product, the Patents and the Trademarks;    (ii) the Supplier is entitled to grant the licenses contemplated hereunder to the Customer; (iii) the development, manufacture, sale, offer for sale, importation, use, distribution, or other exploitation or disposition of the Products will not infringe any intellectual property right of any third party; (iv) the Product, the Trademarks and the Patents do not infringe upon or violate any patent, copyright, trademark, trade name, trade dress or other intellectual or proprietary property rights of any third party in the Territory or the Export Territories; (v)  the Product as delivered by the U.S. Distributor or the Supplier to the Customer will be free of defects, will be manufactured in accordance with U.S. dietary supplement good manufacturing practices and will conform to the description of the  Product ordered by the Customer; (vi) the Product as delivered by the U.S. Distributor or the Supplier to

the Customer shall continue to be the same qualitative and quantitative formula as the Product tested in any clinical studies; (vii) the Supplier has the full power, capacity and right to enter into this Agreement, including, but not limited to, the ability and wherewithal to provide for the manufacture of the Product in compliance with this Agreement; (viii) the Supplier has not licensed the Product, the Trademarks or the Patents or any aspect thereof in any manner inconsistent with the licenses granted hereunder; (ix) the Supplier shall convey good, clear and unencumbered title to the Product supplied; (x) neither the execution and delivery of this Agreement nor compliance with the obligations of the Supplier hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which the Supplier is a party; and (xi) to the best of Supplier’s officers knowledge after reasonable investigation (including, without limitation, consultation with appropriate legal counsel), no action, approval or consent, including but not limited to, any action, approval or consent by any United States, European or Norwegian federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of the Supplier in accordance with its terms. Notwithstanding this Clause 4.6, the Supplier’s representations with respect to the Blended Product in clauses (iii) and (iv) cover the krill oil, but not the combining of the krill oil with other ingredients.

4.7   The Customer hereby represents and warrants to the Supplier that (i) it has the full power, capacity and right to enter into the Agreement; (ii) it knows of no pending or threatened action in law or in equity, which adversely affects the rights granted herein; (iii) neither the execution and delivery of this Agreement nor compliance with the obligatio