SUPPLY AND DISTRIBUTION AGREEMENT

Exhbit 4.37

SUPPLY AND DISTRIBUTION AGREEMENT

THIS AGREEMENT MADE AND ENTERED INTO in the City of Montreal, Province of Quebec, as of the 25 day of October, 1995.

WITNESSETH:

WHEREAS MFCI and/or certain of its Associates manufacture, process, finish, market, distribute, package and/or label, or cause to be manufactured, processed, finished, marketed, distributed, packaged and labelled pharmaceutical and radiopharmaceutical products including, without limitation, the Products;

WHEREAS Syncor owns and operates a chain of nuclear pharmacies in the Territory and prepares and sells radiopharmaceuticals and nuclear medicine products and services including unit doses prepared from the Products; and

WHEREAS Syncor desires to sell and distribute, under the MFCI label, or unit doses for hospitals, the Products in the Territory and MFCI is prepared to grant Syncor such rights, the whole subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, THIS AGREEMENT WITNESSES THAT IN CONSIDERATION OF THE RESPECTIVE COVENANTS AND AGREEMENTS OF THE PARTIES HEREINAFTER CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY EACH PARTY, THE PARTIES HEREBY COVENANT AND AGREE AS FOLLOWS:

1.01                                                                            Wherever used in tins Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a)                                                                                   “Agreement”, “this Agreement”, “these presents”, “herein”, “hereby”, “hereunder” , and similar expressions refer collectively to this Supply and Distribution Agreement and the accompanying Schedules;

(b)                                                                                  “Approved Assignee” shall have the meaning ascribed to such term in Section 3.06 hereof;

(c)                                                                                   “Associate” means any person who or which does not deal with MFCI or Syncor, as the case may be, or is deemed not to deal with MFCI or Syncor, as the case may be, at “arm’s length” as that expression is construed and interpreted under the Income Tax Act (Canada);

(d)                                                                                  “Effective Date” means the 9 day of June, 1995;

(e)                                                                                   “Intellectual Property” means all inventions, patents, patent applications and issued patents, designs, design applications and design registrations, trade marks, trade mark applications, trade mark registrations, trade names (whether registered or unregistered) copyright, copyright applications and registrations, processes, know-how, technology, formulae, customer lists, trade secrets, proprietary information and all other rights and intellectual property owned, held or used by MFCI and/or its Associates with respect to any and all of the Products;

(f)                                                                                     “Syncor PDI” ***

2

(g)                                                                                  “Products” means the radiopharmaceutical products known as Frosstimage ^® DTPA + and MDP +, as same are processed, manufactured, formulated, and/or distributed by MFCI as at the Effective Date, for sale and distribution as radiopharmaceutical products and “Product” shall mean any one such product;

(h)                                                                                  “Product Price” means MFCI’s price to Syncor for the applicable Product (net of any and all taxes, customs duties, excises, costs and charges relating to transportation, freight, handling and insurance as calculated in accordance with Section 5.03 hereof and Schedule “B” annexed hereto; and

(i)                                                                                      “Territoty” means the United States of America, its territories and possessions.

2.01                                                                            The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.

2.02                                                                            Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

2.03                                                                            This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no other written or verbal agreements or representations with respect to the subject matter hereof.

2.04                                                                            Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining terms and conditions hereof.

2.05                                                                            This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators and other legal representatives and, to the extent permitted hereunder, the respective successors and assigns of the parties.

2.06                                                                            This Agreement replaces and supersedes any prior agreement pertaining to the subject matter hereof.

2.07                                                                            All amounts referred to in this Agreement shall be in the lawful money of the United States of America unless stated otherwise.

2.08                                                                            All Schedules annexed hereto are incorporated herein fully by this reference.

® Trademark of Merck & Co., Inc., Merck Frostt Canada Inc., licensed user

3

3.01                                                                            Subject to the terms and conditions set forth herein, MFCI hereby appoints Syncor as a non-exclusive distributor of the Products within the Territory with the right and authority to sell and/or distribute the Products, solely under MFCI’s brand name or unit doses to hospitals in the Territory. Nothing herein contained shall be deemed to restrict or otherwise impair or impede the right and/or ability of MFCI and/or its Associates, whether directly or through one or more Associates or one or more third parties, in the Territory or elsewhere in the world, to manufacture, process, finish, market, distribute, package, label, appoint additional persons as distributors of any of the Products, sub-contract any such rights to, or otherwise enter into any arrangement whatsoever with, any person with respect to any of the Products and/or otherwise deal in or with any of the Products.

3.02                                                                            Syncor agrees to use its best efforts to conduct adequate sales activities in the Territory in order to expand the sales of the Products therein. Syncor shall keep MFCI advised of general market and economic developments that may affect the sale of the Products in the Territory.

3.03                                                                            For greater certainty, but without limiting the generality of anything herein otherwise contained, it is expressly understood and agreed that Syncor shall not sell and/or distribute any of the Products outside of the Territory or knowingly sell and/or distribute any of the Products to any person(s) for resale and/or distribution outside the Territory.

Syncor shall use its best efforts to refer to MFCI all inquiries received by it in connection with the sale and/or distribution of the Products outside the Territory.

3.04                                                                            Save as otherwise expressly permitted hereunder, no packaging, marketing, labelling, promotion, advertising and distribution materials or programs shall use or refer to MFCI’s trade names, trade marks, brand names or to the words “Merck”, “Frosst”, “Sharp” or “Dohme” or any acronyms and/or combinations thereof without the prior written consent of MFCI. Nothing herein shall confer upon Syncor or any Approved Assignee any proprietary interest, without limitation, in the trademarks, tradenames, patents, licenses or registrations of MFCI.

3.05                                                                            Syncor shall not, without the prior written consent of MFCI, which consent shall not be subject to any statutory provision or limitations whatsoever and may be withheld arbitrarily at MFCI’s sole discretion:

(i)                                                                                      sell, transfer or assign any of the rights and authority granted Syncor pursuant to Section 3.01 hereof to any person including, without limitation, any Associate; and/or

4

(ii)                                                                                   sub-contract or otherwise enter into any other arrangement whatsoever with any person including, without limitation, any Associate, with respect to any of the rights and authority granted Syncor pursuant to Section 3.01 hereof.

3.06                                                                            For the purposes of this Agreement, any person including, without limitation, any Associate, to whom Syncor has, upon obtaining MFCI’s prior written consent as set out in Section 3.05 hereof sold, transferred, assigned, sub-contracted or otherwise made any other arrangement with respect to any of the rights and authority granted to it pursuant to Section 3.01, shall be referred to as an “Approved Assignee”. The initial Approved Assignee list is set forth as Schedule “D” annexed hereto.

3.07                                                                            As a pre-condition to the sale, transfer or assignment to, and the sub-contracting or other arrangement with, an Approved Assignee, the parties agree that, without limitation, all such persons shall intervene into this Agreement so as to bind themselves on a solidary basis, both among themselves and with Syncor, to the fulfilment of all obligations, undertakings, commitments and covenants of Syncor hereunder and to furthermore confirm their acceptance of, and their agreement to be bound by, all the terms and conditions of this Agreement.

4.01                                                                            The term of this Agreement shall commence on the Effective Date and shall terminate on the fifth (5th) anniversary thereof unless terminated earlier pursuant to the provisions herein contained.

4.02                                                                            The term of the Agreement shall be automatically extended for successive additional periods of two (2) years, unless either party hereto shall have notified the other in writing at least one year (1) prior to the expiration of the initial term, or any extended term of the Agreement, as the case may be, of its intention to terminate the Agreement.

4.03                                                                           Notwithstanding any term or other provision herein to the contrary, MFCI shall have the right to terminate this Agreement with respect to any Affected Product(s) (as hereinafter defined), without payment of any penalty, indemnity, damages or costs whatsoever to Syncor and/or any Approved Assignee, at any time and without any prior notice, in the event MFCI ceases manufacturing and/or processing any of the Products by reasons of any law, statute, ordinance, ruling or judgment of any governmental authority, or of any court, tribunal, administrative, or regulatory board or agency, domestic or foreign, (such governmental authority, court, tribunal, administrative or regulatory board or agency, domestic or foreign, is hereinafter sometimes referred to collectively as “Competent Authority” ), if, in the reasonable opinion of MFCI, such law, statute, ordinance, ruling or judgment restricts and/or impairs MFCI’s ability to manufacture, process, sell, market, distribute, package, label

5

or otherwise deal in or with any of the Products (any such Product being herein referred to as an “Affected Product” );

4.04                                                                            In the event that this Agreement is terminated pursuant to Section 15.01(i), 15.01(ii), 15.01(iv) or 15.02, Syncor agrees and undertakes that it shall, in the Territory, immediately cease to sell and/or distribute the Products, whether manufactured by MFCI or any Associate, and this without prejudice to any other of MFCI’s or such Associate’s rights and/or recourses whether at law or pursuant to this Agreement.

4.05                                                                            Upon the termination of this Agreement by the efflux of time or for any other reason whatsoever including, without limitation, any default of MFCI hereunder, Syncor shall, at its sole cost and expense, immediately surrender, cancel and rescind or cause to be surrendered, cancelled and rescinded all government registrations and/or authorizations relating to the Products which Syncor may have obtained pursuant to this Agreement (it being understood, however, that in the event MFCI terminates this Agreement pursuant to Section 4.03 hereof, Syncor’s obligations under this Section 4.05 shall extend only to an Affected Product(s).  In addition, Syncor shall voluntarily file with the appropriate Competent Authority all documents that may be required in connection with such surrender, cancellation or rescission, and if requested by MFCI, Syncor shall cooperate with MFCI in effecting the cancellation of any identification of Syncor with any governmental records or approvals applicable to the Products.

5.01                                                                            During the term of this Agreement, MFCI shall sell to Syncor, or otherwise arrange for one or more of its Associates to sell to Syncor, the Products in such form, shape, size and colour and in such standard case or carton quantities as is offered by MFCI.  MFCI agrees to deliver to Syncor the Products packaged in accordance with laws and regulations relating to the shipping and handlin g of the Products.

5.02                                                                            All orders for the Products shall be subject to acceptance by MFCI or its supplying Associates, and all sales shall be subject to the terms and conditions of sale established in this Agreement. Except as otherwise agreed to in writing by the parties, the terms and conditions of sale shall be as set forth in Schedule “A” annexed hereto. No provisions on Syncor’s purchase order forms which may impose different conditions upon MFCI or any Associates of MFCI shall be of any force or effect unless expressly agreed to in writing by MFCI or its supplying Associate(s).

5.03                                                                            Notwithstanding anything to the contrary herein otherwise contained, the price charged Syncor by MFCI for the Products shall be the applicable Product Price set forth in Schedule “B” annexed hereto.

The parties agree that, for the first year of the term of this Agreement, the applicable Product Price for Products sold by MFCI to Syncor during such first year shall

6

remain as set forth in Schedule “B” annexed hereto. However, for each subsequent year of the term of this Agreement, including any renewal or extension thereof, the Product Price for each of the Products shall be increased annually by a percentage equal to ***

For greater certainty, the following example will serve to illustrate the principle set out above:

(a)                                   ***

***

5.04                                                                            Payment by Syncor for the Products purchased by it pursuant to this Agreement shall be in United States dollars upon the terms set forth in Schedule “A” hereinabove referred to.

5.05                                                                            Notwithstanding anything to the contrary herein otherwise contained, title to and risk of loss of any Products purchased by Syncor pursuant to this Agreement shall pass to Syncor ***.

5.06                                                                            Subject to Section 11.03 hereof and provided that, from the date of delivery by MFCI of the Product(s) in question to the common carrier designated by MFCI for the purpose of shipping same to Syncor’s Toledo, Ohio warehouse, the Frosstimage ^® DTPA, No. 4 200 and 4 201 and MDP No. 4 198 and 4 199 have a minimum expiry date of twelve and ten months, respectively, the sale of Products to Syncor by MFCI shall be final.

® Trademark of Merck & Co., Inc., Merck Frosst Canada Inc., licensed user

7

In the event any Frosstimage ^® DTPA No. 4 200 and 4 201 or MDP no. 4 198 and 4 199 are delivered by MFCI to Syncor with short