(1)

Amphastar Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware, with its principal place of business located at 11570 Sixth Street, Rancho Cucamonga, California (“AMPHASTAR”); and

(2)

Nanjing Chengong Pharmaceutical Co., Ltd., a company incorporated under the laws of People's Republic of China (“China”, solely for the purpose of this Agreement, not including Hong Kong, Macao or Taiwan), with its registered place located at No.20, Xingang Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, China (“CG” or “Distributor”).

1

Definition

1.1

Affiliate means, in this Agreement means, with respect to any specified entity, any other entity that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person.

1.2

Control of a person (including the terms “Controlled by” and “under common Control with”) means, (i) ownership of more than 50% of the shares or economic interests of such person; (ii) the power, directly or indirectly and whether exercised or not, to direct the management or policies of such person, whether through the ownership of more than 50% of the voting power of such person, through the power to appoint a majority of the members of the board of directors or similar governing body of such person, through contractual arrangements or otherwise, or (iii) ownership of the largest amount of shares of such person.

1.3

Collaboration Region means Mainland China, Taiwan, Hong Kong, and Macau in the Greater China region.

1.4

Contract Year means each consecutive twelve (12) month period during the Term, the first of which shall commence on the Effective Date and shall end on the first anniversary thereof.

1.5

Intellectual Property means any design, patent (including invention, utility model and design patent; including patent application, reissue, division, continuation and extension thereof), copyright, trade marks, trade names, service marks, business names, trade secret, mask work right, idea, algorithm, concept, structure, logic, know-how, invention, discovery, improvement, document, product, system, practice, rule, tool, method, ingredient, process, device, procedure, software, drawing and sketch, specification, technical description, and all other intellectual property or similar proprietary rights of whatever nature, whether registered, filed, patented or not, which may now or in the future subsist anywhere in the world.

1.6

Product B means Baqsimi (glucagon) nasal powder owned by AMPHASTAR, a prescription medication approved by the NMPA in China, which comes in single dose nasal powder device, with each dose containing 3mg of glucagon, and is indicated for the treatment of severe hypoglycemia in adult and pediatric patients with diabetes ages 4 years and above.

1.7

NMPA means National Medical Products Administration of the PRC.

2

Distribution

2.1

Appointment of Distributor. AMPHASTAR hereby appoints the Distributor, and the Distributor hereby agrees to accept the appointment, to act for AMPHASTAR as its exclusive distributor to market and sell Product B within the Collaboration Region subject to the Distributor’s compliance with the terms and conditions of this Agreement.

2.2

Other Obligations of Distributor. The Distributor hereby agrees to:

(1)

exercise its best efforts to obtain and promote the sale of Product B in the Collaboration Region;

(2)

maintain adequate staff at all times, including but not limited to adequate sales staff;

(3)

abide by each of AMPHASTAR’s policies, procedures or other rules, and applicable laws and regulations regarding the purchase and sale and distribution of Product B, and storage and transport of Product B;

(4)

conduct its business in a manner that is favorable to and promotional of AMPHASTAR and Product B and to not disparage, tarnish, or imply poor favor of the name, reputation or goodwill of AMPHASTAR;

(5)

accept reasonable advices from AMPHASTAR on the sales and distribution of Product B;

(6)

promptly notify AMPHASTAR upon becoming aware of any alleged or actual breach of its obligations under this Agreement, or any circumstances or matters that are reasonably likely to give rise to any such breach;

(7)

not sell or distribute any products that compete with Product B with respect to the same symptom, indication or therapeutic area;

(8)

not sell or distribute any products that infringe on any AMPHASTAR Intellectual Property, promptly notify AMPHASTAR upon becoming aware of any such products or infringement on any AMPHASTAR Intellectual Property and, upon AMPHASTAR’s request, promptly provide all necessary information, cooperation and assistance for defense of infringement;

(9)

cooperate fully with and provide any necessary assistance and information to AMPHASTAR in implementing any recall, withdrawal, seizure or destruction of Product B initiated by AMPHASTAR;

2.3

Sub-Distributors. The Distributor shall be entitled to appoint, at its sole discretion, sub-distributors and/or agents or representatives (the “Sub-Distributor”) for the sale, resale and/or retail of Product B under such terms and conditions as the Distributor may consider appropriate; provided, however, that (i) the Distributor’s appointment shall not exceed the Term of this Agreement or otherwise violate any terms or conditions thereof, (ii) the Sub-Distributors shall distribute Product B only within the Collaboration Region, which means each Sub-Distributor shall, and shall cause its downstream resellers and retailers to be prohibited from selling or otherwise transferring, directly or indirectly, Product B to any party outside of the Collaboration Region, and vice versa, (iii) the Distributor shall sign written agreements with all of its Sub-Distributors incorporating the terms and conditions in respect of distribution provided under this Agreement, and (iv) any engagement of Sub-Distributors shall not relieve Distributor of any liability under this Agreement and Distributor shall remain liable for the acts and omissions of such Sub-Distributor.

3

No Employment or Representation

3.1

Nothing in this Agreement shall be construed as to create an employment relationship between AMPHASTAR and the Distributor. The Distributor has no authority or power to bind AMPHASTAR or contract in the name of AMPHASTAR.

3.2

The Distributor, its employees and its representatives must refrain from any act that might create the false impression that they are employees, agents, or representatives of AMPHASTAR. Whenever the Distributor describes its relationship with AMPHASTAR it shall make it clear that it is an independent distributor and not an agent, representative or person having the authority to enter into contracts on behalf of AMPHASTAR or incur obligations binding on AMPHASTAR.

4

Clinical Plan

4.1

The Parties hereby agree that the post marketing clinical trial (the “Clinical Trials”) as required by the NMPA for Product B will be performed by the Distributor. The Distributor shall also be responsible for the following (collectively, the “Other Governmental Procedures”):

4.2

The Distributor shall be responsible for all the costs and fees of the Clinical Trials of Product B and Other Governmental Procedures for Product B, and AMPHASTAR shall have the right (but not obligation) to review all clinical data and other relevant materials. For avoidance of doubt, AMPHASTAR is not obligated to perform any clinical or other studies for the drug registration renewal of Product B.

4.3

AMPHASTAR shall provide the Distributor with the necessary documentation for the Clinical Trials and Other Governmental Procedures as aforementioned, including but not limited to CMC (Chemistry, Manufacturing, and Controls) data and clinical data, to the legally permissible extent and as long as AMPHASTAR has the requested documents.

4.4

The arrangements for Clinical Trials and Other Governmental Procedures regarding Product B shall be subject to this Agreement, and any changes shall be subject to a separate written agreement after consultation between CG and AMPHASTAR.

5

Sales Forecasts and Minimum Purchase Amount

5.1

Sale Forecasts. The parties agree that the sale forecasts of Product B during the term of this Agreement are as follows:

5.2

Minimum Purchase Amount. During the term of this Agreement, except for the Contract Year 1, the purchase amount of Product B of the Distributor from AMPHASTAR shall be no less than one (1) batch (approximately [***] units) per Contract Year (“Minimum Purchase Amount”). In case the aggregate amount of actual purchase by the Distributor of Product B from AMPHASTAR in a Contract Year falls below the Minimum Purchase Amount, the Distributor shall be deemed to have materially breached this Agreement and AMPHASTAR is entitled to terminate this Agreement in accordance with Section 11.2.

6

Supply and Delivery

6.1

Delivery Terms. EXW rules (facility of AMPHASTAR in the United States) shall apply to the delivery of Product B. The Distributor shall assume all applicable risks immediately after being provided the requested Product B at AMPHASTAR’s facility, whether onto a conveyor/transport system or otherwise.

6.2

Supply Price. The supply price of Product B from AMPHASTAR to the Distributor is EXW price USD [***] per unit (“Supply Price”). For avoidance of doubt, all transport costs and customs clearance costs shall be borne by the Distributor.

6.3

Purchase Order. The Distributor shall issue purchase orders to AMPHASTAR. The purchase order shall specify the quantity, expected delivery date and other matters mutually agreed by the Parties. The Parties hereby agree that the Distributor shall provide AMPHASTAR with a delivery period of no less than ninety (90) days.

6.4

Payment. The Distributor shall pay for Product B within thirty (30) days from the date of invoice provided by AMPHASTAR to the Distributor. Distributor shall make payment in US dollars, unless otherwise as directed in the applicable invoice, provided that Distributor reserves the right to dispute the accuracy of any invoice presented by AMPHASTAR within ten (10) days of Distributor’s receipt of such invoice by providing written notice of such dispute to AMPHASTAR. In the event of a disputed invoice, the Parties shall negotiate the disputed amount in good faith, and Distributor shall pay such undisputed amounts pursuant to the terms herein. In the event Distributor’s dispute about any amount is determined by the Parties to have been unjustified, AMPHASTAR shall be entitled to charge Distributor interest on such disputed amount at the rate of [***]% per month from the initial due date until the actual date of payment. If any payment is not received by AMPHASTAR by its due date, then AMPHASTAR may, in addition to any other remedies available at equity or in law, charge interest on the outstanding sum from the due date (both before and after any judgment) at [***]% per month until paid in full (or, if less, the maximum amount permitted by applicable laws) and suspend any further performance under this Agreement until such default is cured, without such suspension releasing Distributor from its obligations under this Agreement.

6.5

Supply Shortage. If, at any time, AMPHASTAR’s supply of Product B is insufficient to meet total requirements of the Distributor (“Supply Shortage”), AMPHASTAR is entitled to cancel or postpone the delivery of Product B to the Distributor on its own discretion. In such situation AMPHASTAR shall not be liable to the Distributor for any claims, losses, damages or expenses related to any failure by AMPHASTAR to supply, including without limitation any direct, indirect, special, incidental or consequential claims, losses, damages or expenses (including, without limitation, any cost of cover or lost revenues or profits), whether or not the possibility or extent of any such damages are foreseen or foreseeable. After such Supply Shortage has occurred, the Parties will meet together as soon as practicable and engage in friendly discussions in order to allow AMPHASTAR to recover such Supply Shortage within a reasonable period of time.

6.6

Profit Sharing. CG shall pay AMPHASTAR Profit Sharing. “Profit Sharing” is calculated based on CG Earnings. “CG Earnings” is defined as CG’s per unit net revenue for Product B during a Calculation Period (i.e. the total revenue during a Calculation Period minus Supply Price and Distribution Costs as defined in Section 7.1 during such Calculation Period, then divided by total sold units amount during such Calculation Period).

6.6.1

For CG Earnings that is more than USD[***] per unit of Product B, CG shall pay [***]% Profit Sharing regarding the part above USD[***].

6.6.2

There will be no Profit Sharing earned if CG Earnings is USD[***] or less per unit of Product B.

6.7

Returns. Distributer will not be allowed to make returns of Product B.

6.8

Residual Validity. Product B delivered by AMPHASTAR shall have a residual validity period of not less than 18 months.

7

Distribution Costs and Additional Fees

7.1

Distribution Costs. The Distributor shall be solely responsible and bear all the distribution costs of Product B (“Distribution Costs”), including all the costs and expenses incurred for the purpose of (i) obtaining any Regulatory Approval required for the drug registration renewal of Product B with NMPA, (ii) marketing and Clinical Trials costs of Product B in the Collaboration Region, (iii) warehousing and transportation costs, and (iv) other costs incurred for or in relation to the sales and distribution of Product B. For avoidance of doubt, the Distribution Costs are not included in the Supply Price paid to AMPHASTAR.

7.2

Additional Fees. In the case the Distributor requires additional supports from AMPHASTAR, such as personnel supports, the Distributor shall pay additional fees to AMPHASTAR, which will be negotiated separately.

8.1

AMPHASTAR Intellectual Property. The Distributor hereby acknowledges that (i) all Intellectual Property in relation to and developed for Product B, and (ii) any Intellectual Property further generated in the context of Product B, including but not limited to those generated or improved during any Clinical Trials or marketing activities on behalf of the Distributor, and any other peripheral technologies shall solely belong to AMPHASTAR, regardless of whether such Intellectual Property have been registered or not (the “AMPHASTAR Intellectual Property”).

8.2

License to the Distributor. AMPHASTAR hereby grants to the Distributor and the Distributor hereby accepts a non-exclusive, non-transferrable, non-sublicensable, royalty-free and revocable license to use AMPHASTAR Intellectual Property solely in connection with (i) the distribution and promotion of Product B in the Collaboration Region within the term of this Agreement, and (ii) application for necessary Regulatory Approval for the  drug registration renewal of Product B with the NMPA, with the right to sublicense to permitted Sub-Distributors to use AMPHASTAR Intellectual Property solely in connection with the distribution and promotion of Product B in the Collaboration Region within the term of this Agreement.

8.3

Limitation of Use of AMPHASTAR Intellectual Property. Without the express written consent from AMPHASTAR, the Distributor shall not manufacture, market or sell any product that contains Product B or embodies any of AMPHASTAR’s Intellectual Property for purposes other than to perform this Agreement.  The Distributor shall not use (other than pursuant to this Agreement), assist any other third party or seek to register or apply for statutory protection any of AMPHASTAR’s Intellectual Property, or any Intellectual Property that may impair, compete with, disturb, interfere or otherwise impede with AMPHASTAR’s rights, remedies or the protection to AMPHASTAR Intellectual Property. The Distributor shall immediately notify AMPHASTAR if it becomes aware of a possible or actual infringement of AMPHASTAR’s Intellectual Property.

8.4

No Exclusiveness When Breach. Notwithstanding the foregoing, the exclusive license granted in Section 2.1 of this Agreement is immediately suspended and AMPHASTAR shall retain the right to market and sell the Product B anywhere in the world through third parties in the event that the Distributor is in violation of any terms, conditions, covenants, representations or warranties contemplated in this Agreement.

9

Representations, Warranties and Liabilities

9.1

General Representations and Warranties. Each Party respectively represents and warrants to the other Party that: (i) it is a corporation duly incorporated, validly existing, and in good standing under the applicable law; (ii) it has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; no consent of, approval from, authorization of, designation of, declaration from or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement; and it has no current legal arrangement with any other party that would conflict with this Agreement; (iii) the representative entrusted by it to execute this Agreement has been duly authorized to do so; (iv) upon execution, this Agreement shall become a lawful, valid, and binding obligation of such Party, enforceable against it in accordance with its terms; (v) it shall not enter into any agreement or make any commitment or take any other action that would impair its ability to perform its obligations under this Agreement, and (vi) it shall not intentionally, knowingly, maliciously or willfully commit any violation of any applicable laws, codes, orders, statutes, ordinances, rules and regulations of any foreign, international, federal, state, county and municipal authorities with appropriate jurisdiction over the Parties, including any orders by a court of competent jurisdiction or directive rendered by a government entity or regulatory agency with appropriate jurisdiction.

9.2

Compliance with Law. The Distributor shall comply with all legislations, rules, regulations and statutory requirements existing from time to time in the jurisdiction where Product B is being sold that are applicable to the sale and distribution of Product B. This Section 9.2 shall also apply to any and all applicable anti-bribery laws such as the United States Foreign Corrupt Practices Act, including Exhibit A, and the Anti-Unfair Competition Law enacted and amended by the People’s Republic of China. The Distributor shall be responsible for obtaining all necessary authorizations, consents, approvals, licenses and permits in relation to the performance by them of their obligations under this Agreement and for making any necessary filling, record or registration of this Agreement and shall, upon request, provide

9.3

LIMITED WARRANTIES AND DISCLAIMER.

9.4

Delays of AMPHASTAR. In the event that delays solely caused by AMPHASTAR’s failure to fulfill its cooperation obligations, with no direct or indirect fault of CG, result in insufficient time for CG to complete Clinical Trials and Other Governmental Procedures for Product B, thereby causing the failure of drug registration renewal of Product B, CG shall not be held liable for such failure. AMPHASTAR agrees not to pursue any claims, penalties, or damages against CG arising from such failure of drug registration renewal. For the avoidance of doubt, CG shall clearly specify in advance the tasks and timelines requiring AMPHASTAR’s cooperation to ensure the timely completion of Clinical Trials and Other Governmental Procedures. Throughout the process, CG shall actively and regularly provide AMPHASTAR with progress updates and promptly communicate any issues encountered. In the event of any delays, both Parties shall engage in good faith discussions to negotiate and agree on a mutually acceptable solution.

10

Indemnification

10.1

Indemnity.  Each Party, on behalf of itself, and its respective Affiliates, agents, delegates, vendors and service providers (and the Distributor, also on behalf of its Sub-Distributors), (collectively, the “Indemnifying Party”) shall indemnify, defend and hold the other Party and its Affiliates and their respective employees, servants and agents and harmless from and against any loss, suit, claim, liability, expense (including and without limitation reasonable attorney’s fees), proceeding or damage (on an after-tax basis) to persons or property arising out of or related to (a) any acts, whether of omission or commission, that may be committed by the Indemnifying Party; and (b) any alleged or actual breach by the Indemnifying Party of this Agreement, including any warranties, representations, covenants and obligations contemplated under this Agreement. The provisions of this Section 10.1 shall survive the termination of this Agreement.

11

Term and Termination

11.1

Term.  This Agreement shall be effective upon the Effective Date, and shall be binding upon and inure to the benefit of the Parties and their respective assigns and successors in interest. The term of this Agreement (the “Term”) shall be ten (10) years commencing on the Effective Date herein. The Parties may negotiate on extension of this Agreement commencing six (6) months prior to the expiration.

11.2

Termination. This Agreement may be terminated before the expiration in any of the following events:

(1)

After the completion of Contract Year 4, either party is entitled to terminate this Agreement without cause by giving a six (6) months’ prior written notice;

(2)

If any party breaches this Agreement, the other party is entitled to terminate this Agreement by giving a two (2) months’ prior written notice;

(3)

If the Distributor fails to reach the sales forecasts in Section 5.1 herein for two (2) consecutive Contract Years, AMPHASTAR is entitled to terminate this Agreement immediately; and

(4)

If the Distributor fails to purchase [***] units of Product B from AMPHASTAR in any Contract Year (except in Contract Year 1), AMPHASTAR is entitled to terminate this Agreement immediately.

11.3

Effect of Termination for Parties.  Except as expressly provided herein, no Party shall incur any liability to the other party for terminating this Agreement in accordance with this Section 11, and no such termination shall limit the contemporaneous or subsequent exercise of any other rights and remedies such Party may have. Nothing herein shall be construed to release any Party from any obligation that accrued prior to the date of termination, except as expressly provided in this Agreement. Without limitation, (i) all accrued but unpaid amounts that may be owing from a Party to the other Party shall survive termination and (ii) any claim for breach or damages arising prior to or as a result of the termination shall survive (including an claim for any breach or damages continuing after termination).

(1)

AMPHASTAR suspend the supply of all Product B (including under purchase orders not yet fulfilled) to Distributor;

(2)

AMPHASTAR require Distributor and its Affiliates to promptly return to AMPHASTAR all Product B in the possession, custody or control of Distributor or its Affiliates; and

(3)

AMPHASTAR sell, or engage a third party distributor to sell, all Product B manufactured under purchase order of Distributor to a third party, and recover from Distributor any costs and expenses reasonably incurred by AMPHASTAR in doing so.

(4)

Distributor shall pay AMPHASTAR all invoiced amounts outstanding hereunder, plus, upon receipt of invoice therefor, for any (i) Product B that has been shipped pursuant to purchase orders but not yet invoiced, and (ii) Product B processed pursuant to purchase orders that has been completed but not yet shipped.

12

Confidentiality.

12.1

The receiving party shall treat as confidential and secret all information which has been or may hereafter be disclosed by the disclosing party, directly or indirectly, to the receiving party, either orally, in writing or through inspection. The receiving party shall use the Confidential Information received only to the extent necessary to execute the Purpose of this Agreement. The receiving party shall not disclose to anyone any Confidential Information received from the disclosing party, and shall use the same degree of care, but no less than a reasonable degree of care, to prevent the disclosure of the Confidential Information to others as it uses to prevent the disclosure of its own Confidential Information. Upon request from the disclosing party, the receiving party shall promptly return to the disclosing party or destroy all drawings, data, memoranda and information in physical form relating to the Confidential Information.

(i)

is or becomes generally available to the public, other than through the receiving party’s disclosure,

(ii)

was within the receiving party’s possession prior to it being furnished by or on behalf of the disclosing party, provided that receiving party’s source had no obligation of confidentiality to the disclosing party,

(iii)

becomes available to the receiving party on a non-confidential basis from an information provider other than the disclosing party, provided that the information provider did not have a duty of confidentiality to the disclosing party, or

(iv)

is or becomes independently developed the receiving party without access to the Confidential Information and without violating any of the receiving party’s obligations under this Agreement, as can be demonstrated by the receiving party’s written records.

12.2

Each Party agrees to keep the Confidential Information confidential, which includes (but is not limited to) not disclosing the disclosing party’s Confidential Information, or any part thereof (except as otherwise may be provided herein), absent the disclosing party’s prior written consent, unless required to do so by Applicable Law, act or a valid order of a court or other governing, regulatory body with authority over the receiving party (“Required Disclosure”); provided that the receiving party shall first give reasonable written notice to the disclosing party prior to any Required Disclosure and shall exercise its best efforts to obtain an order or other reliable assurance that the Confidential Information disclosed will be treated at the highest level of confidentiality. Upon receipt of notice from the receiving party of any Required Disclosure, the disclosing party may, at the disclosing party’s expense, seek to quash or restrict the disclosure of the disclosing party’s Confidential Information and the receiving party shall not oppose or seek to impede the disclosing party’s efforts to obtain such relief.

13

Notice

13.1

All notices and communications between the parties must be in writing and addressed to the receiving party as follows:

14.1

Governing Law.  This Agreement shall be governed by, and construed in accordance with the laws of China, excluding provisions relating to conflict of laws or rules that would require the application of the laws of any other jurisdiction and the Convention on Contracts for the International Sale of Goods.

14.2

Dispute Resolution.  This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (the “Disputes”) shall first be resolved through consultation. If the Disputes cannot be resolved through negotiation, the Disputes (including a Dispute in connection with the validity or continuity of this Agreement) shall be submitted to arbitration in Shanghai International Arbitration Centre with its then effective arbitration rules. The arbitration tribunal shall be consisted by three (3) members. One (1) arbitrator shall be appointed by the Party initiating the arbitration, one (1) arbitrator shall be appointed by the other Party, and the third arbitrator shall be jointly selected by the two (2) appointed arbitrators. The award of the arbitration tribunal shall be final and binding upon the Parties, and each Party may apply to a court of competent jurisdiction for enforcement of such award.  Except for matters in the Dispute during a Dispute which is being resolved in accordance with this Agreement, the Parties shall continue to perform their obligations hereunder.

15.1

Taxes.  Each Party shall assume full responsibility for the proper reporting and payment of all national, state or local taxes, value-added or other taxes, contributions and/or special levies imposed or required under income tax and/or other laws or regulations, with respect to its performance under this Agreement.

15.2

Amendment.  This Agreement may be amended only in writing signed by both Parties.  Any term or condition in other contracts or agreements between the Parties that conflict in whole or in part with the provisions in this Agreement shall be of no force or effect and the provisions of this Agreement shall prevail in any such circumstance.

15.3

Assignment.  Each Party’s rights and obligations under this Agreement are not transferable and assignable without the prior written consent of the other Party. Except, however, neither Party is required to obtain the other Party’s prior, written consent in the event such assignment is to a Party’s successor in connection with a transition, merger, acquisition, or sale of all or substantially all of its assets, or transition of some of the assets or where such transfer or assignment is to a Party’s Affiliate, subsidiary or related entity.

15.4

Severability.  If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated, provided that the Agreement remains substantially capable of performance without adversely affecting the rights of the Parties.

15.5

Survival. Sections 10, 11.3, 12, 14 and 15 shall survive the termination of this Agreement.

15.6

Waiver.  The failure of a Party to enforce, at any time or for any period of time, any provision of this Agreement shall not be construed as a waiver of such provision or the right of such a Party to enforce such provision thereafter.

15.7

Force Majeure.  A Party shall not be responsible for any default in performing this Agreement due to unforeseen circumstances or causes beyond its reasonable control (the “Force Majeure”), including but not limited to earthquake, typhoon, flood, or other acts of nature, pandemic (excluding those related to the COVID-19 pandemic subsisting as at the date of this Agreement which have not materially escalated afterwards), fire, terrorism, war and riots.  The Party claiming Force Majeure shall notify the other Party in writing within thirty (30) days after the occurrence of such event, take appropriate means to minimize or remove the effects of Force Majeure and make attempts to expeditiously and diligently resume performance of its obligations affected by the Force Majeure. If the Party claiming Force Majeure is unable to perform all or part of this Agreement for three (3) months after the occurrence of such event, the other Party may terminate this Agreement.

15.8

Execution in Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts thereof, individually or taken together, bear the signature of both Parties thereto.  For the purposes hereof, a facsimile copy of this Agreement, including the signature pages thereto, shall be deemed an original.

15.9

Language.  This Agreement is written in English and Chinese. Should there be any discrepancy between the English version and Chinese version, the English version shall prevail.

1.

Compliance:

a.

Distributor is familiar with and understands the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws and regulations (“Anti-Corruption Laws”).

b.

Distributor has received and understands Amphastar’s Global Anti-Bribery and Anti-Corruption Policy (available online at www.Amphastar.com , which is subject to change from time-to-time without notice), and shall comply with it and shall also cause all of Distributor’s officers, directors, and employees to comply with it.

c.

Distributor covenants that it and any party acting on its behalf will not take any action that violates any Anti-Corruption Law or Amphastar’s Anti-Corruption Policy while performing work under this Agreement.  Distributor also will not cause Amphastar to violate any Anti-Corruption Law or Amphastar policy. Distributor shall not engage any subcontractors to perform its duties under this Agreement or assign its rights, duties, or obligations under this Agreement without Amphastar’s prior written consent.  If Amphastar consents in writing, then Distributor agrees that it will require that this Agreement bind Distributor’s subcontractors, agents, successors, and assigns.  Distributor will remain jointly and severally liable for any acts or omissions of those entities in connection with this Agreement.

2.

Audit Rights:

a.

Upon ten business days’ notice, or sooner if required by a request from a Government Agency, Distributor shall provide Amphastar with electronic copies (unless in a format otherwise agreed to by the parties) of all relevant records related to Distributor’s work under this Agreement. Distributor shall cooperate with any audit or investigation that Amphastar conducts. Amphastar may use a third party that will act at Amphastar’s direction when conducting any audit or investigation.

3.

Distributor shall promptly notify Amphastar in writing if:

a.

Distributor learns or suspects that it or any of its officers, directors, employees, or other person associated with it or acting on its behalf has violated any Anti-Corruption Law or Amphastar’s Anti-Corruption Policy or is being investigated by any Government Agency in relation to corrupt practices or breach of Anti-Corruption Laws in connection with its activities under this Agreement.

4.

All references to Distributor in this Exhibit shall include any entity that performs Distributor’s activities under this Agreement.

5.

For purposes of this Exhibit:

a.

“Government Agency” means any: (a) government or other regulatory entity; (b) government-owned or controlled entity, (including state-owned or state-controlled businesses or quasi-government entities); (c) commission, board, or legislative body; (d) political party; (e) royal family; (f) court, tribunal, or judicial body, including any arbitrator or arbitration panel; or (g) public international organization (e.g., the World Bank or Red Cross).

b.

“Government Official” means any: (a) officer, agent, or employee of a Government Agency; (b) person acting in an official capacity for or on behalf of a Government Agency; (c) candidate for government or political office; or (d) member of a royal family.