NON-EXCLUSIVE DISTRIBUTION AGREEMENT
THIS NON-EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 13,
2004 (the “Effective Date”) is entered into between COOK OB/GYN INCORPORATED (“Distributor”), an
Indiana corporation, having a place of business located at 1100 West Morgan Street, Spencer, Indiana 47460,
and HALOZYME THERAPEUTICS, INC. (“Halozyme”), a California corporation, having a principal place of
business at 11588 Sorrento Valley Road, Suite 17, San Diego, CA 92121. The parties hereby agree as follows:
1. Appointment and Scope .
1.1 Appointment . Subject to the terms and conditions set forth herein and for the term of the
Agreement, Halozyme hereby appoints Distributor as a non-exclusive, worldwide distributor of the recombinant
human hyaluronidase described on Exhibit A (the “Product(s)”). Distributor hereby accepts such appointment.
1.2 Independent Purchaser Status . Distributor shall be an independent distributor, purchaser and
seller of the Product. Neither party shall act as an agent or legal representative of the other, nor shall either party
have any right or power to act for or bind the other in any respect or to pledge its credit. Distributor shall not
make any covenant to any third party regarding Halozyme or the Products other than those covenants that
Halozyme has authorized Distributor to make in writing. Except as expressly set forth herein, Distributor shall be
free to resell the Product on such terms as it may, in its sole discretion, determine, including price, returns, credits
and discounts. The detailed operations of Distributor under the Agree ment are subject to the sole control and
management of Distributor.
2. Terms and Conditions of Supply of Products . Halozyme shall manufacture, sell and deliver, and
Distributor shall purchase from Halozyme, such Products as Distributor requires for resale on the terms and
subject to the conditions set forth below:
Price . The price for the Product shall be (a) the tran