ALLERGAN SALES, LLC INVOICING TERMS AND CONDITIONS

1. ACCEPTANCE:

Customer agreed to be bound by the terms and conditions of this invoice when it executed an ALLERGAN credit application, thereby creating a binding contract between ALLERGAN and Customer. Customer separately agrees to be bound by and accepts the terms and conditions of this invoice by accepting delivery of the product(s) identified herein, unless Customer returns such product(s) to ALLERGAN in accordance with ALLERGAN's then current Return Goods Policy. Customer acknowledges that ALLERGAN sells the items covered by this invoice solely pursuant to the terms and conditions set forth in this invoice. None of the terms and conditions contained in this invoice may be added to, modified, superseded, or otherwise altered except by a written document signed by an authorized representative of ALLERGAN. Any terms and conditions that may be contained in any purchase order or other form of Customer shall be absolutely without force and effect, regardless of when received by ALLERGAN. Customer acknowledges that it has reviewed this invoice in its entirety for the current and applicable terms and conditions relating to this shipment of ALLERGAN products to Customer.

2. FORCE MAJEURE:

ALLERGAN shall not be liable for any delays in making delivery where occasioned by strikes, differences with workers, or any causes beyond the control of ALLERGAN, including but not limited to, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where delays or failures of delivery are caused by labor difficulties, ALLERGAN shall not be obligated to seek or obtain any settlement which, in ALLERGAN'S sole judgment, is not in ALLERGAN'S best interest.

3. WARRANTY; LIMITATION OF LIABILITY:

ALLERGAN warrants that the goods covered by this invoice conform to their published specifications. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, ALLERGAN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ALLERGAN BE RESPONSIBLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF ALLERGAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALLERGAN'S LIABILITY FROM ANY AND ALL CAUSES PURSUANT TO THIS INVOICE SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN ANY AMOUNT NOT TO EXCEED THE TOTAL PURCHASE PRICE FOR THE GOODS COVERED BY THIS INVOICE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST ALLERGAN.

4. RETURNED GOODS POLICY:

ALLERGAN guarantees that it will accept for credit or exchange all ALLERGAN products returned in accordance with ALLERGAN'S then current Return Goods Policy.

5. SECURITY INTEREST:

ALLERGAN reserves a purchase money security in the goods covered by this invoice in the amount of the unpaid balance of the purchase price until payment in full of the purchase price is made in accordance with the terms and conditions set forth on the front of this invoice. A financing statement under the Uniform Commercial Code may, in ALLERGAN's sole discretion, be filed with the appropriate public authorities, and Customer agrees to sign any forms presented to it by ALLERGAN from time to time to protect ALLERGAN'S security interest.

6. PRICE CHANGES:

Prices quoted in ALLERGAN'S product catalog are subject to change without notice at any time and from time to time. Goods are invoiced at prices prevailing on the date of shipment.

7. PAYMENT; TAXES:

If payment is not made by the date set forth on the front of this invoice, interest at the maximum rate then allowed by law may be charged to Customer until payment in full is made. In addition, ALLERGAN reserves all other rights granted to a seller pursuant to the Uniform Commercial Code for Customer's failure to pay for the goods or any other breach by Customer of the terms and conditions of this invoice. Customer agrees to reimburse ALLERGAN for any and all expenses ALLERGAN may incur, including reasonable attorney's fees, in taking any action to collect any amounts due ALLERGAN. There shall be added to the purchase price amounts equal to any sales, use, or equivalent taxes levied or based upon the goods or their value, unless Customer provides ALLERGAN with an appropriate exemption certificate.

8. CANCELLATION:

Cancellation or modification of orders are subject to ALLERGAN'S prior written consent in each instance.

9. TITLE AND RISK OF LOSS:

All orders shipped within the United States via overnight delivery or next day air delivery (including all Ozurdex and Botox® orders) will be shipped to Customer FOB destination. All other orders shipped within the United States will be shipped to Customer FOB ALLERGAN's shipping point. ALLERGAN and Customer will negotiate in good faith regarding any goods lost, damaged or destroyed while in transit.

10. INDEMNIFICATION:

Customer agrees to fully defend, indemnify, and hold harmless ALLERGAN, its subsidiaries, affiliates, parents, partners, their successors and assigns, and each of their past and present directors, officers, employees and agents, jointly and severally, from and against any and all losses, damages, liabilities, and claims of any kind, including, without limitation, reasonable attorney's fees and expenses, arising from any use of Allergan's products by Customer other than in accordance with such product's labeling or any wrongful or negligent acts or omissions of Customer in purchasing, selling or using ALLERGAN's products, including, but not limited to, Customer's failure to charge applicable sales, use, or equivalent taxes when selling such products, Customer's failure to maintain a valid license or certification with the applicable entity that allows Customer to purchase, sell, or use such products or practice medicine, or any other acts or omissions.

11. ORDER ACCEPTANCE:

ALLERGAN reserves the right to accept or reject any purchase order in whole or in part. Possession of a product catalog by Customer does not constitute an offer to sell. In addition, on orders for non-stock goods, or special orders, or where manufacturing processes make it difficult to provide the exact quantity specified, ALLERGAN reserves the right to under ship or over ship and invoice Customer accordingly.

12. MODE OF PACKAGING OR SHIPMENT:

ALLERGAN reserves the right to pack or ship orders in the most economical manner. However, where Customer requests special packaging or shipping, any additional cost will be billed to and be the responsibility of the Customer.

13. DESIGN CHANGES:

ALLERGAN reserves the right to alter, modify, or redesign its goods without any obligation to replace previous shipments to Customer.

14. DELIVERY; EXPORT CONTROL:

Customer is advised that quoted ship dates are based on estimates at the time of quotation and that ALLERGAN will devote its commercially reasonable efforts to meeting such schedules. However, ALLERGAN assumes no liability for additional costs or damages resulting from late deliveries. In no event shall Customer take any action(s) contrary to the United States export laws and regulations in effect as of the date of shipment, including without limitation, diversion of goods.

15. NO LICENSE:

The sale of goods covered by this invoice shall not confer upon Customer any license to manufacture under any patents or proprietary rights owned or controlled by ALLERGAN, its subsidiaries, affiliates, or suppliers; it being specifically understood and agreed that all such rights are reserved to ALLERGAN, its subsidiaries, affiliates, or suppliers.

16. ARBITRATION:

Any dispute, controversy, or claim arising out of or relating to this invoice shall be settled by arbitration in accordance with the rules then obtaining in the American Arbitration Association. Such arbitration shall be held in Orange County, California, and judgment upon the award rendered may be entered in any court having jurisdiction, and the parties consent to the jurisdiction of the California courts for this purpose.

17. ENTIRE AGREEMENT; HEADINGS; VALIDITY:

Customer acknowledges that it has not been induced to purchase goods from ALLERGAN by any representation or warranty not set forth in this invoice. This invoice contains the entire agreement of ALLERGAN and Customer and supersedes all existing agreements and all other oral or written communication between them concerning its subject matter. This invoice shall not be modified in any way except by a writing signed by ALLERGAN and Customer. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision. If any provision of this invoice shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired. This invoice and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California.

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