Amendment to [Section 5.1] (Patient Selection Services). [Section 5.1] of the Agreement is deleted in its entirety. All references within the Agreement that relate to Patient Selection Services, including but not limited to the Patient Selection Services Agreement template set forth in [Exhibit D] shall be hereby deleted.

Amendment to [Section 5.3.1] (Royalty Rate). Effective as of the Effective Date, Section

Amendment to [Section 5.1.10]. [Section 5.1.10] of the Agreement shall be revised by deleting the phrase “(i.e. Initial Sales Forecast or then-current New Sales Forecast)”

Amendment to [Section 5.10]. [Section 5.10] of the Agreement shall be revised by adding a new clause at the end of [Section 5.10] that reads as follows: “; and provided further that if either Distributor or Company terminates this Agreement pursuant to [Section 12.11], then the obligations set forth in this [Section 5.10] shall expire at the end of the Term, and during the period from the date either Party sends written notice of termination to the other Party until the end of the Term # Company may identify and enter into discussions and contracts with one or more third parties concerning distribution of the Products in the Territory after the end of the Term and # Distributor may identify and enter into discussions and contracts with one or more third parties concerning the manufacture, promotion, marketing, distribution and/or sale of Competitive Products in the Territory after the end of the Term.”

Amendment to [Section 5.1(s)]. [Section 5.1(s)] of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to [Section 5.8]. [Section 5.8] of the Existing Credit Agreement is hereby amended by amending and restating the first sentence thereof to read as follows:

The budget for Amendment 5 is $30,121 which is itemized as follows:

Subject to [Subsection 2.1(a)(ii)] below, the Principal Amount and Additional Costs bear interest at the LIBO Rate.

Subject to [Subsection 7.3.4], the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, including attorneys’ fees, if such Person acted in good faith and in a manner such Person reasonably believed to be in (or not opposed to) the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful.

Subject to [Subsection 7.3.4], the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses actually and reasonably incurred by such Person in connection with the defense or settlement of such action or suit, including attorneys’ fees, if such Person acted in good faith and in a manner such Person reasonably believed to be in (or not opposed to) the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.