SHORT-FORM CONSULTANCY AGREEMENT

A. PARTIES’ DETAILS
Consultant Details
Company Details
Company name: Zuellig PharmaPharma Corporation Name: , MD

Job Title: RHEUMATOLOGIST

Address: Km. 14 West Service Road South Address:

Superhighway Cor. Edison Ave. Sun Valley Paranaque
City Telephone No.: 092

Fax No.:

E-mail:

Telephone No.: 632 9082222 Invoicing address (if different):

Consultant’s GST / VAT Registration Number (if applicable):

Fax No.:
Hereinafter referred to as “Consultant” or “You”
E-mail: mjtecson@zuelligpharma.com

Hereinafter referred to as “Company”

B. DESCRIPTION AND SCOPE OF WORK/SERVICES (“Services”):

(1) Name of Event: ______________(2) Role at event: Speaker(ie. speaker, participant, etc) : Will give
insights/feedback for EXXIV module development
(2) Presentation / Lecture on PAIN MANAGMENT EXXIV Module development for Pain Caravan
Date and Time of Presentation: 2018

Topic or Title: Pain Management in Ambulatory Rheumatology

Location:

C. COMPENSATION / EXPENSES
(1) Compensation
Check one of the following:
No honorarium to be paid
Honorarium payment (net of tax) is aligned to the PHAP guidelines.
Honorarium Amount: Php 10,0008K (net)

Except as otherwise specified, all monetary amounts referred to in this Agreement are in Philippine pesos.
Consultant certifies that he /she has the appropriate visa status and authorizations to perform the Services specified
in this Agreement (if required).

(2) Expenses
Company may also sponsor and pay for your expenses as follows (subject to Government and industry guidelines):
Airfare
Travel / Servicing
Accommodation

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
 Meals

Registration fee

Notes:
(a) Expenses shall be reimbursed 30 days after receipt of an invoice summarizing such expenses in reasonable
detail and original receipts supporting such expenses. Any reimbursement of authorized expenses requires
submission of original receipts
(b) Travel, accommodation, meals and other related expenses must be incurred in accordance with and subject
to Company’s Global Travel & Entertainment Policy, a copy of which has been provided to Consultant and
receipt of which is acknowledged by Consultant
(c) Any additional expenses associated with your attendance, such as your spouse, family members’ or travelling
companions’ expenses, and internet access and phone calls in your room in the event Company provides
accommodation, will be paid for by you
(d) Company may at any time choose to publicly disclose that it has provided you with financial compensation,
including the amount of such compensation
(e) Cancellation:
 If Company cancels the event, it will reimburse in full all authorized expenses reasonably incurred by the
Consultant up to the time that Consultant was notified by Company of such cancellation.
 If Consultant cancels or terminates this engagement at any time prior to the commencement date of the
event, then Consultant shall bear all costs of his / her own expenses, including reimbursement to
Company of any monies paid by Company in advance. Any reimbursement of the Consultant’s expenses
shall be at Company’s sole discretion.

D. START DATE AND DURATION OF AGREEMENT:

DECLARATION AND SIGNATURE BY CONSULTANT:

I confirm that I have read and accepted Company’s Standard Terms and
Conditions (overleaf/attached)

I confirm that all information provided to Company for the purposes of this
Agreement, including the Consultant Engagement Checklist is and shall remain true,
accurate and complete at all times

I agree to abide by all applicable laws and Company’s Code of Conduct and
policies

I agree to declare that I am a consultant to Company whenever I write or speak in

public about a matter subject to this Agreement or any other issue relating to
Company

(If required) I confirm that I have notified my employer in writing (by letter or
email) about my engagement under this Agreement and the financial support that I
may receive hereunder

(If required) I confirm that I have obtained approval from my employer to accept
this engagement and/or accept the financial support I may be provided in connection
with this engagement, in whatever form required

I confirm that the financial support that I may receive in respect of this
engagement does not under any circumstances constitute a conflict of interest with

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
 my professional practice

(If required) I confirm that I am licensed/registered in the following country

Philippines with the following number(s) _______________________.
SIGNED ON BEHALF OF
COMPANY:

Name: JAC TECSON Signature

Position:
Sr Product Manager Name: , MD

Position: CONSULTANT - RHEUMATOLOGY

Signature: Consultant
Date: Date:

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
ZUELLIG PHARMA’S STANDARD TERMS AND CONDITIONS

1. PAYMENT: You shall furnish Company with your account details and proper invoices for all expenses
claimed under this Agreement in order to receive payment. All reimbursement and payments will be
made by Company to you on completion of this Agreement, in the manner described above. You will be
responsible for payment of any applicable withholding and personal income taxes and insurances and
any declaration of the compensation associated with this engagement. Company reserves the right to
deduct any applicable withholding taxes before payments are made to you. In the event that Company is
prohibited by law from making payments to you unless it deducts or withholds taxes there from and
remit such taxes to the local taxing jurisdiction, then Company shall duly withhold such taxes and shall
pay to you the remaining net amount after the taxes have been withheld. Company shall not reimburse
you for the amount of such taxes withheld

2. SERVICES: All Services provided by you shall be conducted: (i) with due care, skill and diligence
commensurate with the degree of skill commonly possessed by healthcare professionals having
equivalent expertise and qualifications; and (ii) in accordance with all applicable laws (particularly anti-
corruption laws), regulations and codes of practice, including Company’s Code of Conduct and related
policies, copies of which you acknowledge you have received. You warrant that you have full authority
and right to enter into this Agreement and there are no conflicts of interest between your interests and
Company’s interests. For the avoidance of doubt, if you are employed or engaged under a contract of
service or any other legal or contractual arrangement which may restrict or prohibit you from entering
into this Agreement and/or providing the Services hereunder, you will obtain or have obtained all
necessary consents, licenses and approvals to perform the Services and accept the compensation
stated above; and you consent to Company disclosing (if required) the terms of this Agreement to your
employer. You shall, upon request, provide a copy of any such consents, licenses and approvals to
Company. You also warrant and undertake that you possess and will maintain public liability insurance
and professional indemnity insurance coverage for at least the duration of this Agreement.

3. COMPLIANCE WITH LAWS: You shall ensure that in your performance of the Services, including but
not limited to participating in, contributing to or speaking at medical events, conferences, talks,
publications or educational websites, neither the program nor content of your discussion and any
materials shown to or disseminated may be considered by a regulator to be a promotional message
from Company or any other person (including without limitation Company’s or its affiliates’ clients).
Therefore:

(i) Your discussion and materials must be factual, fair and balanced reflecting to the best of your
knowledge, all the scientific or medical data and evidence on the topic, and must not be
promotional in nature. You shall ensure that your participation is not seen as an endorsement of
products marketed by Company or any other person (including without limitation Company’s or its
affiliates’ clients), nor meant to persuade patients or members of the public to use these products.
You shall not make any comparative claims between products that are not supported by
substantial scientific evidence.
(ii) You shall confine discussions only to products approved for use in the jurisdiction where the
Services are performed and materials concerning such products to information consistent with,
and not outside of, the currently approved directions for use for the product;
(iii) All materials to be shown, disseminated or prepared by you as part of the Services to be
performed shall be submitted to Company for vetting and approval within a reasonable time prior
to the event;
(iv) When responding to unsolicited questions pertaining to products or directions for use that are not
yet approved in the jurisdiction concerned, you shall make it clear to the audience that the
product or directions for use have not been approved before responding to the query; and

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
 (v) If you discuss your own clinical experience with any product (approved or otherwise), you shall
describe it as based on your own experience.

4. ANTI-BRIBERY LAWS: You further agree to comply with the following:

(i) Neither you nor any person or entity acting on your behalf has or will seek, accept, offer, promise
or give any payments, fees, loans, services, gifts, or anything of value, from or to any person or
firm in exchange for, or as a condition precedent to, or result of, obtaining or retaining business
with you or Company or Company’s affiliates (or any of Company’s or its affiliates’ clients) or to
secure any improper advantage. Additionally, neither you nor any person or entity acting on your
behalf has or shall make, directly or indirectly, any offer or promise or authorize any bribe,
kickback, payoff or any other payment or gift of anything of value intended to improperly influence
any government agent, government employee, government official, political party or candidate for
public office or any third party to exercise their discretionary authority or influence in order to
assist you or Company or Company’s affiliates (or any of Company’s or its affiliates’ clients). You
have not and shall not make any facilitation payments (i.e. payments to induce Government
Officials to perform routine functions they are otherwise obligated to perform). For the purposes
of this Clause, a “Government Official” shall include any officer or employee of a government or
of any department, agency or instrumentality thereof or of a government-controlled or owned
entity, including a government-controlled or owned health care institution, or of a public
international organization, or any person acting in an official capacity for or on behalf of any of the
foregoing, or any political party or official of that party, or candidate for political office.

(ii) During the term of this Agreement, you warrant that you are not and shall not be a Government
Official. If at any time it is anticipated that you shall become a Government Official, you must
immediately notify Company on becoming aware, providing details of the relationship and the
precautions you shall put in place to ensure no improper advantage to you or Company shall
arise or be implied from that relationship. At its sole discretion, Company may give its written
consent to the proposed relationship subject to such additional conditions as Company may
determine. If, for any reason, Company is unable or unwilling to consent to the relationship and
you proceed, Company may terminate this Agreement immediately by written notice to you.

(iii) You shall, at your own cost maintain during the term of this Agreement (and any longer period as
may be required under the law), such records and accounts that in reasonable detail accurately
and fairly reflect transactions relating to your performance of your obligations under this
Agreement, including without limitation records of payments made by or to, and expenses
incurred by you in relation to this Agreement.

5. NO INDUCEMENT TO PRESCRIBE, PURCHASE OR RECOMMEND PRODUCTS: For the avoidance

of any doubt, nothing in this Agreement shall require you to approve, prescribe, recommend, promote,
purchase, supply, administer or otherwise use any product or service marketed by Company or any
other person (including without limitation Company’s or its affiliates’ clients), or commit to do so (or
continue to do so), or seek to reward any increased prescription of such product marketed by Company
or any other person (including without limitation Company’s or its affiliates’ clients). You warrant that (i)
the compensation being paid to you under this Agreement (being the honorarium paid to you and
authorized expenses reimbursed to you) represent fair market value for the Services being rendered by
you hereunder and the resources and time commitment being expended by you hereunder, (ii) no part
of such compensation is a kickback or other improper inducement to you, including for the purposes of
obtaining or retaining business or provide Company or any other person (including Company’s or its
affiliates’ clients) with an improper business advantage; and (iii) you have not received and are receiving

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
 no other compensation from Company or any other person (including without limitation Company’s or its
affiliates’ clients) for such Services, resources or time commitment.

6. INDEMNITY; LIABILITY: You agree to indemnify and hold Company and its respective officers, agents,
and employees free and harmless from all liability, loss, damages, costs, and all other claims for
expenses asserted against any of them which may arise as a result of your breach of any of the terms of
this Agreement, or from any of your acts, omission, recklessness, willful misconduct or negligence.
Neither party shall be liable to the other party for any loss of profit, loss of contracts, loss of goodwill or
for any financial or economic loss whatsoever (whether any of the foregoing losses are direct losses or
indirect losses) or for any indirect or consequential loss which may be suffered by the other party,
whether arising from tort (including negligence), breach of contract or otherwise under or in connection
with this Agreement and whether or not such losses were foreseeable at the time of entering into this
Agreement.

7. DATA PROTECTION: Insofar as you may process, collect, use or have access to any Personal Data in
connection with or as a result of providing the Services, you shall process such Personal Data only on
instructions from and for the purposes determined by Company, and to implement appropriate technical
and organization measures to protect the personal data against accidental or unlawful destruction or
accidental loss, alteration, unauthorized disclosure or access. You shall take particular care where the
processing involves the transmission of data over a network, and against all other unlawful forms of
processing. At any time upon request by Company, you shall inform Company in writing of any and all
Personal Data stored by you, and may only disclose, modify, complete, update, correct and or delete
any Personal Data in accordance with Company’s instructions. For the purposes of this clause
“Personal Data” shall mean any data relating directly or indirectly to a living individual, or from which it is
practicable for the identity of such an individual to be directly or indirectly ascertained, in a form in which
access to or processing of such data is practicable, or shall have such other meaning as defined under
applicable laws of the jurisdiction in which such Personal Data is received by you.

8. INTELLECTUAL PROPERTY: You authorize Company to audiotape and/or videotape any of your
presentations and grant to Company a limited, free, perpetual, exclusive license to use, replay and
commercialize the text and recordings of the presentation in any medium as Company may require. You
warrant that you are the sole owner of the presentation materials which you use, and that the
presentation materials do not infringe any copyright, violate any property rights, or contain any
scandalous, libelous, or unlawful matter. You specifically acknowledge that Company is making no
grant, either actual or implied to you of any of its intellectual property rights by retaining you to perform
the Services under this Agreement. You further acknowledge that any copyright, design, invention,
technology, development, discovery, information, idea, whether patentable or not, acquired or
developed by the you while performing the duties as defined above (hereinafter individually or
collectively “Intellectual Property”) is now assigned by way of assignment of rights in existing materials
to Company, including any right to take action and obtain relief in respect to past infringements thereof.
You waive whatever rights, title and interests you may now or thereinafter have in or to any Intellectual
Property and assign all rights, title and interest in or to the Intellectual Property to Company. You shall
sign, execute and acknowledge without cost any and all documents and to perform such acts as may be
necessary for the purpose of assigning all such Intellectual Property rights to which Company acquires
title to in accordance with this clause.

9. PUBLICITY AND PUBLICATION: You may not use the name of Company or any of its affiliates in any
press release, produce advertising or publish the methods and results of the Services for commercial or
academic purposes (which includes but is not limited to giving presentations, publishing in journals,
these or dissertations) without the prior written consent of Company. Company will have the right to
review the proposed material in advance of such publication and may, as a condition of granting
consent, request that you remove a portion of content which may be commercially sensitive or which
could affect a patent registration application.

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
 10. CONFIDENTIALITY: Each party shall keep confidential all information which is received from the other
party under this Agreement and which is specified by the disclosing party to be confidential at the time of
disclosure, and direct its employees, agents and sub-contractors to do the same. This obligation shall
not apply to information which: (i) either at the time of disclosure or after disclosure is published or
generally available to the public other than through a breach by a party of its obligations hereunder; (ii)
is already in the receiving party's possession at the time of receipt and which was not acquired directly
or indirectly from the disclosing party; (iii) is acquired by the receiving party in good faith from a third
party; (iv) is required to be disclosed by law; or (v) has been authorized to be disclosed in writing, by the
disclosing party.

11. RELATIONSHIP BETWEEN THE PARTIES: Nothing in this Agreement will create any partnership or
joint venture between Company and you, and neither party will have the authority to act as agent for or
enter into any commitments on behalf of the other. You are an independent contractor and there is no
intention to form a relationship of employment between Company and you.

12. TERMINATION: Company may terminate this Agreement with immediate effect with no liability and no
further obligation to make any further payment to you if at any time you: (i) are guilty of any gross
misconduct which may affect the business or reputation of Company or Company’s affiliates (or any of
Company’s or its affiliates’ clients); or (ii) commit any breach or non-observance of any of the provisions
of this Agreement or refuse or neglect to comply with any reasonable and lawful directions of Company;
or (iii) are convicted of any criminal offence; or (iv) are in the reasonable opinion of Company negligent
and incompetent in the performance of the Services; or (v) are declared bankrupt or make any
arrangement with or for the benefit of your creditors; or (vi) are guilty of any fraud or dishonesty; or (vii)
act in any manner which in the sole opinion of Company brings or is likely to bring you or Company or
Company’s affiliates (or any of Company’s or its affiliates’ clients) into disrepute or is adverse to the
interests of Company or Company’s affiliates (or any of Company’s or its affiliates’ clients).

13. TIME OF ESSENCE: Time is of the essence in this Agreement. No extension or variation of this
Agreement shall operate as a waiver of this provision.

14. GOVERNING LAW & DISPUTE RESOLUTION: This Agreement shall be governed by the laws of
Philippines and the parties hereby submit to the exclusive jurisdiction of the courts of Philippines.

15. MISCELLANEOUS: You may not assign or transfer any right or obligation under this Agreement without
the prior written consent of Company. This Agreement constitutes the entire agreement, and
supersedes any previous agreements, between the parties relating to the subject matter of this
Agreement. This Agreement may be amended or modified only in writing upon the agreement of both
parties. A failure to exercise, or delay in exercising, a right or remedy provided by this Agreement or by
law does not constitute a waiver of such right or remedy. No single or partial exercise of a right or
remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the
exercise of another right or remedy. If any provision of this Agreement is held to be invalid, illegal,
unenforceable, in whole or in part, the remaining provisions shall be unimpaired, and the invalid, illegal
or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal
and enforceable, comes closest to the economic effect and intention of the parties hereto underlying the
invalid, illegal or unenforceable provision.

16. COUNTERPARTS; FACSIMILE: This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which, taken together, shall constitute one instrument.
For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be
deemed to be an original.

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444
 IN WITNESS WHEREOF, the parties have signed this Contract on the date and year above stated in
the City of Paranaque.

EDGAR RAMITERRE, MD JOEL

ADRIAN JAVIER, MD
Consultant Medical Director
Brokenshire Hospital – Davao City Zuellig Pharma
Corporation

LOURDES D. MAGNO
GM Commercial Solutions
Zuellig Pharma Corporation

Signed in the presence of:

______________________________ ____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

BEFORE ME, a Notary Public for and in the City of ___________ this ______ day of
________________, 20___ personally appeared the following:

Name Government Issued ID/Passport No. Date/Place Issued

ZUELLIG PHARMA CORPORATION

By:

HELMAR SOLDEVILLA, MD

Identified by me through their respective competent evidence of identities and known to me to be the same
persons who executed the foregoing instrument and, they acknowledged to me that the same is their free and
voluntary act and deed and that of the Corporation represented herein.

WITNESS MY HAND AND SEAL at the place and on the date first above written.

Doc. No. _____

Page No. _____ NOTARY PUBLIC
Book No. _____
Series of 20___

ZUELLIG PHARMA CORPORATION

Km. 14 West Service Rd. South Superhighway cor. Edison Ave. |Sun Valley | Parañaque City
Tel + 632 908 2222/ 789 3444