BIOTICS RESEARCH CORPORATION MINIMUM ADVERTISED PRICE POLICY

Biotics Research Corporation (Biotics) is unilaterally instituting a “MinimumAdvertised Price (MAP) Policy” for Biotics’ products. The MAP Policy is intended topreserve Biotics’ reputation for providing customers with high quality products andstrong after-sales support, enhance the Biotics’ brand image, and insure Biotics’competitiveness in the marketplace. The MAP Policy is also intended to ensure thatBiotics’ authorized regional distributors (Distributors) and authorized healthcareprofessional customer resellers (Resellers) of Biotics’ products have the incentive toinvest their resources into promoting Biotics’ products to their clientele and avoiddestructive intra-brand conflict. This MAP Policy is effective as of December 15,2015, and applies to all Resellers who sell Biotics’ products in the United States.

Other than Biotics or its Distributors, who wholesale Biotics products directly to ourauthorized Resellers, no Reseller shall advertise Biotics’ products in any medium ata price that is below the Manufacturer’s Suggested Retail Price (MSRP), which is theMAP. The MSRP or MAP may be adjusted by Biotics in its discretion from time totime. Resellers may not strike-through or alter the MSRP and display a discountprice that is below the MSRP or MAP.

The MAP Policy applies to all advertisements of Biotics’ products by Resellers topatients, the public, or other consumers in any and all media, including but notlimited to flyers, mailers, inserts, mail order solicitations, internet, email newslettersand solicitations, social media, text, tweet or other electronic media, radio ortelevision. Bundling, or the inclusion in advertising of free or discounted products(whether made by Biotics or not) with a product covered by this MAP Policy violatesthis Map Policy, if it has the effect of discounting the advertised price of a coveredBiotics product below the MAP. Advertised pricing on an internet site, includingwebsites, social media, twitter and other electronic advertising, must adhere to thisMAP Policy and shall not be below the MAP.

The MAP Policy applies only to advertised prices and does not apply to the price atwhich Resellers actually sell Biotics products to individual patients or clients.Authorized Resellers of Biotics products remain free to sell Biotics products at anyprice they select.

Biotics will monitor advertised prices of Resellers. In the event that any Reseller failsto comply with the MAP Policy, Biotics directly, or through its Distributors, actingthrough the MAP Policy Administrator, may, in its sole discretion, suspend the rightto resell or terminate the right to purchase and resell Biotics’ products. Biotics doesnot intend to do business with Resellers who compromise the value of Biotics and itsproducts. Biotics or its Distributors may choose to, but need not provide prior noticeor issue warnings before imposing sanctions under this MAP Policy.This is the entire MAP Policy and supersedes any prior understanding or policyrelated to this subject matter. All questions regarding this MAP Policy shall be inwriting and directed to the MAP Policy Administrator, Biotics Research Corporation,6801 Biotics Research Dr. Rosenberg, Texas 77471, or via email tobiotics@bioticsresearch.com, or via fax to 281-344-0725. No one shall be entitled to rely upon any oral statement regarding the MAP Policy. Biotics and its Distributorsshall supply a copy of this MAP Policy to all Resellers, whether existing or new.

Enclosed herewith is BIOTICS RESEARCH CORPORATION’S MINIMUM ADVERTISED PRICE POLICY (“MAP POLICY”). We take this opportunity to explain Biotics’ initiative designed to protect the integrity of Biotics’ products and our authorized distribution channels including authorized healthcare professional resellers (Resellers) such as yourself.

The Biotics Research Corporation (Biotics) MAP Policy prohibits advertising Biotics’ products for sale at less than the Manufacturer’s Suggested Retail Price (“MSRP”). Statements that the advertised price is not the sale price, or hints that it is not the sale price (e.g. a line striking through the advertised price) are prohibited. Other indirect forms of discounting are also prohibited, e.g., bundling products together resulting in a discount for the Biotics’ product. The MSRP is the Minimum AdvertisedPrice or MAP. Biotics will monitor resellers for compliance. Violators of the Biotics MAP Policy will either be suspended until they comply with the MAP Policy or terminated as a Biotics reseller, in Biotics discretion. The MAP Policy does not restrict the resale price, just the advertised price.

MAP Policies have become more common in recent years in industries involving product distribution by a network of distributors and authorized resellers. Biotics is adopting a MAP Policy in response to the concerns of approved distributors and resellers who feel they are discouraged from investing in the promotion of Biotics’ products by some resellers’ advertising of Biotics’ products at discounted prices below the MSRP, which leads to destructive competition. The purpose of the MAP Policy is to protect the reputation for Biotics’ high quality branded products and the integrity of our distribution channels for the benefit of Biotics, our regional distributors, and authorized healthcare professional resellers.

All questions about the MAP Policy should be directed in writing to the MAP Policy Administrator, Biotics Research Corporation, 6801 Biotics Research Dr., Rosenberg, TX 77471, or to biotics@bioticsresearch.com, or fax to 281-344-0725.

Sincerely,
Daryl De Luca
Vice President