( Pro soluto ) January 1, 2015

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1 INFORMATION SHEET RELATING TO NON-RECOURSE FACTORING MATURITY TRANSACTIONS ( Pro soluto ) January 1, 2015 Information about the bank Banca Farmafactoring Spa Registered office and headquarters: Via Domenichino, Milan Telephone number to which the customer can contact for information and contract conclusion: Fax number: and web site: info@bancafarmafactoring.it, Tax identification number and registration number (Milan Register of Companies) Bank of Italy s Register of Banks no. 5751, Italian Banking Association Code , Member of the Interbank Deposit Guarantee Fund, the Italian Factoring Association Parent company of the Banca Farmafactoring S.p.A. banking group,, listed on the Register off Banking Groups Share capital: euro 130,900,000 fully paid up. WHAT IS FACTORING Factoring is an agreement pursuant to whichh the Factor purchases from the Client and/or manages for the Client trade receivables owed to the Client by a predetermined pool p of debtors, with the possibility for the Client to obtain from the Factor before maturity the advance, in whole or in part, of the consideration for the assigned receivables, or to obtain that the Factor assumes the risk of nondebtors at payment by the debtor at maturity. Non-recourse Factoring Maturity (pro soluto) Factoring transactionn where the Factor assumes the risk of non payment by the assigned maturity. The purchase of receivables is communicated to the assigned debtors; however, the Client and the Factor can agree not to communicate the transfer to the assigned debtors. This service permits the Client to reduce thee internal costs of management of its trade receivables, to obtain the guarantee of the payment at maturity from the Factor and to avail itself of a source of funding. Client risks The Client guarantees the existence of the assigned receivables, the regularityy of the supply and of award of tenders; the completeness of the whole probative documentation concerning all the assigned receivables; the inexistence of credits c by thee debtor and/or others that t could bee set-off, even in part, against the assigned receivables.. The contract identifies those instances in which the Factor will be discharged from the guarantee of payment at maturity and be entitled to demand that the Client repurchase the assigned receivables. 1

2 MAXIMUN APPLICABLE FINANCIAL TERMS Maximum applicable rate Commission Commission Other terms and costs ITEM COST Highestt rate applicable to refunds relating to invoices that have been transferred throughh non recourse Euribor averagee preceding month 3 months m pluss 600 bps, interest computed over a 365 day year assignment, when the Factor is discharged from thee warranty undertaken Highestt applicable rate to late refunds due to ECB rate (the so-called refinancing rate) plus 800 bps Banca Farmafactorin ng and related to payments erroneously made by the Debtorr on the customer s account instead of Banca Farmafactoring s one Commission in casee of collection of 0,30% not assigned receivables Commission payablee as a Thee commission for the non- consideration for the non-recourse recourse purchase is calculated purchase of receivables owed by taking into account the expected Entities of the National Healthcare timee within which the Factor System or other Public Entities estimates to collect all the relevant assigned receivables, in any case in compliance withh the global actual average rate ( Tasso Effettivo Globale Medio or TEGM ) measured by Bank of Italy in the relevant period of time. The above mentioned ratee in force may be referred to o on Banca Farmafactoring web site. Fees for plus factoring Fees for wire transfers Preliminary due diligence expenses 4,50% per semester Euroo 20,00 for each wire transfer Euroo 1.000,00 Contract registrationn expenses Expenses for the renewal of the application Expenses for collection of information about the debtors Mail expenses Fees for the execution of the assignment by way of public deed (atto pubblico) or notarised private Thee factoring agreement is entered intoo by business correspondence: possible expenses relating to contract registration or the relevant accomplishments and acts connected therewith are borne by the Client. Euroo 750,00 Euroo 200,00 forr Debtor per year or in case of events occurance Cost of shippingg + 5% In accordance a with the notarial rate book and the currently applicable stamp, registration and notification 2

3 Value ITEM deed (scrittura privata autenticata) and fees for the service of the assignment throughh court bailifff (ufficiale giudiziario) ) or by similar procedure provided by Law No January-1994 Expenses for duplication and copying of accounting documents Expenses for statements to be produced to auditors Expenses for wire transfer notice Fees for communications to Client Value date applicable to advances from the Factor COST fees, costs and duties Euroo 10,00 for page Euroo 10,00 for page Euroo 5,00 for notice Euroo 5,00 for communications 2 business days starting from the value date (credit money) of the amount paid ass a consideration for the receivables The Global Actual Average Rate (TEGM) provided for by Article 2 of Law No. 108/1996 (Italian Usury Law) in relation to factoring transactions is available for consultation in Banca Farmafactoring s offices and on the web site WITHDRAWAL, CONTRACT TERMINATIONN AND CLAIMS Withdrawal Each of the Factor and the Client will have the right to terminate the non-recourse factoring maturity agreement at any time, with no application of penalties or terminationn expenses. In case amounts have been credited by the Factor pursuant to the non-recourse factoring maturity agreement, the exclusive management and collection factoring agreement (if one has been entered into) may not be terminated by the t Client until the Factor has collected all amounts advanced pursuant to the maturity non recourse agreement, to the extent there are moneys due fromm the relevant debtors. The exclusive management and collection factoring agreement mayy however be terminated provided that the Client repurchases the outstanding receivables which weree assigned under the non-recourse factoring maturity agreement, in any case against payment of all relating fees. The Factor shall inform the Client with at least a two months notice of any unilateral amendments to the contract terms, in any case to t the extentt these are provided for by the contract and subject to the existencee of good grounds ( giustificato motivo ). The amendment( (s) will be deemed approved save where the Client withdraws from the contract within the due date for its implementation (in which case no extra charge shall be payable) ). Time of contract termination Immediate termination. Each of the Factor and the Clientt shall have the right to communicate - at any time - to the other party by means of registered letter off its intentionn to terminate the pro soluto s factoring agreement for any reason, in which case termination shall only be effective with regardd to receivables that have not been transferred yet and shall be without prejudicee to the assignment of receivables already perfected. Claims 3

4 Any claims shall be submitted to the Complaints Department (Ufficioo Reclami) off Banca Farmafactoring S.p.A., to the attention of the person responsible for the Complaint Department (address Via Domenichino, Milan or address: reclami@bancafarmafactoring.it) who will respond within 30 days of receipt of the claim. If the Client is not satisfied orr does not receive any reply withinn the 30 day term above, before commencing legal proceeding the Client shalll be entitled to contact: Banking and Financial Arbiter (Arbitro Bancario Finanziario - ABF). Additional information on how to contact the ABF may be found at it, or may be obtained from any branch of the Bank of Italy or from the Factor. A guidebook summarising the information about the ABF and the form to address the ABF is also available at andd in the offices of the Factor. The claim addressed to the t BFA relieves the Client from taking the mediation process as to the next paragraph, in case of submission of the dispute to the Judicial Authority. In orderr to settle the disputes out of court and relating to the provision as per Legislativee Decree 4 March 2010, to bring the mediation process before addressing the court, the client and the intermediary can address: - the Conciliatore Bancario Finanziario (body listed in the register managed m by the Ministry of Justice) located in Via delle Botteghe Oscure, Roma R tel , web site where thee client can apply to ;i) Conciliazione, ii) Arbitrato iii) Ombudsman Giurì Bancario. In the website the Client cann find the forms and regulations governing the three services of Alternative Dispute Resolution. - another body listed in the register managed by the Ministry on Justice, J specializing in banking and finance 4

5 Main items referred to in the Information Sheet Factor: means, in addition to Banca Farmafactoring S.p.A., the foreign Factor or the foreign correspondent entity (bank) used or to be used by Banca Farmafactoring S.p..A. for carrying out its services internationally. Client: means the factoring contract. supplier being the Factor's customer, that is the Factor' 's counterparty in the Debtor: : the entity or individual,, whether Italian or foreign, which has the obligation to make payment to the Client (supplier) with respect to one orr more receivables. Receivables: (a) cash amounts currently receivable or which will become receivable owed to the Client by debtors as payment for goods sold or services rendered by the Client pursuant to existing contracts or contracts to be entered into by the Client in the course of its business; and (b) any cash amounts receivable by the Client from the debtor as payment for any other reason. Transfer: the contract by whichh the Client transfers and assigns its existing and/or future Receivables (defined as above) to the Factor; the Transfer of the Receivables referred to under (a) in the definition of "Receivables" is subject to Law No. 52 of 1991, whilst the Transfer of the Receivables referred to under (b) in the definition of Receivables is subject to Articles 1260 and following of the Italian I Civil Code. Transfer consideration: amount equal to the face value of the transferred Receivables, amounts (if any) withheld by the debtor for any reason. net of any Payment of the consideration: paymentt of the Transfer consideration madee by the Factor to the Client, in the amount payable on the actual collection date, or at maturity of the assigned receivables or, in case the Factor assumed the risk of the debtor s insolvency, on the date agreed upon with the Client. Advances on the Transfer consideration: payment made by the Factor to the Client, in whole or in part, in respect of the Transfer considerationc n, at the Client s requestt or at the discretion of the t Factor, before maturity or collection of the transferred receivables. Non recourse assignment (waiver by the Factor of the guarantee of thee debtor s solvency): assumption by the Factor of the risk of the assigned debtor being insolvent subject to prior limitation of the maximum threshold of the receivables amount for which the Factor is willing to assume such a risk. Interest: periodic remunerationn owed to thee Factor by the relevant Client or by the assigned debtor in respect of, respectively, the advance of the Transfer consideration paid p by the Factor or any extension granted by the Factor for the payment of thee amount owed. Value (accrual date): date on which an amount is credited or debited and fromm which credit or debit interest start accruing on such amount. Default rate: interest rate payable in respect of the late payment of amounts owed. Handling expenses: processing and management expenses relating to every documentt produced and/or issued (e.g. invoices, notes, bills). Plus Factoring Commissions: commissions calculated on a periodic basis to bee applied to the credits outstanding at a given date. 5

6 Claims: every action by means of which ann identified Client raises a complaint in writing (eg. letter, facsimile or ) concerning an action or omission by the Factor. 6

Information about the bank

INFORMATION SHEET RELATING TO FACTORING TRANSACTIONS MANAGEMENT ONLY April 1, 2015 Information about the bank Banca Farmafactoring Spa Registered office and headquarters: Via Domenichino, 5 20149 Milan