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HomeMy WebLinkAbout12-2236RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff, VS. NO. I o1- o?o? O C-v i t TerM VITAL PHARMACEUTICALS, INC., d/b/a VPX/Redline Defendant. : COMPLAINT JURY TRIAL DEMANDED NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE ME ^a° ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGE1S THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS REDUCED FEE OR NO FEE.r Cumberland County Bar Association ==° 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 -#103.'75 PO p7T/ d* 14'7 Io a# Q,73535 RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff, VS. : NO. VITAL PHARMACEUTICALS, INC., d/b/a COMPLAINT VPX/Redline Defendant. JURY TRIAL DEMANDED AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despu6s de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 -8- RITE AID HDQTRS. CORP. Plaintiff, vs. NO. CIVIL TERM VITAL PHARMACEUTICALS, INC., d/b/a COMPLAINT VPX/REDLINE Defendant. JURY TRIAL DEMANDED COMPLAINT Plaintiff Rite Aid HDQTRS. CORP. ("Rite Aid"), by its undersigned attorneys, files this Complaint to obtain payment from Vital Pharmaceuticals, Inc., d/b/a VPX/Redline ("VPX"). In support, Rite Aid alleges as follows: PARTIES 1. Rite Aid HDQTRS. CORP. is a Delaware corporation with its principal place of business at 30 Hunter Lane, Camp Hill, Cumberland County, Pennsylvania 17011 and is the administrative contracting entity for Rite Aid Corporation. 2. On information and belief, defendant VPX is a Florida corporation with its principal office at 1600 North Park Drive, Weston, Florida 33326. JURISDICTION 3. This court has jurisdiction pursuant to 42 Pa.C.S. §931(a). 4. Venue in this Court is proper because the cause of action arose in Cumberland County, a transaction or occurrence took place out of which the cause of action arose in Cumberland County and the parties' agreed that any disputes with respect to the parties' Guaranteed Sales Agreement would be venued in the Court of Common Pleas of Cumberland IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW County. RELEVANT FACTS Parties 5. Rite Aid operates drug stores in multiple states and has its headquarters and corporate offices in Cumberland County, Pennsylvania. 6. At all times relevant to this Complaint, VPX was involved in the distribution of various sports supplements, vitamins and diet products ("Products") The Parties' Agreements 7. In 2008, VPX became a new vendor at Rite Aid and began to sell its Products in Rite Aid stores. A true and correct copy of the New Domestic Vendor Information Form ("New Vendor Form") VPX signed is attached as Exhibit A. 8. In February, 2008, Rite Aid and VPX entered into a Guaranteed Sales Agreement ('GSAt") in which VPX guaranteed the sale of its product and agreed that Rite Aid could return any unsold product to VPX for cash payment. A true and correct copy of the Guaranteed Sales Agreement is attached to this Complaint as Exhibit B. 9. VPX also entered into a Rite Aid Returns Agreement providing a method for the return of any damaged, defective, outdated or discontinued product. A true and correct copy of the Rite Aid Returns Agreement is attached as Exhibit C. 10. The Returns Agreement permitted VPX to direct how Rite Aid should handle damaged, defective, outdated and discontinued goods ("Unsaleable Product"). See Exhibit C. 11. VPX decided that the Unsaleable Product should be scanned with the disposition of the product being left to Rite Aid's discretion. VPX agreed to pay a fee for this particular method of disposition. See Exhibit C. -2- 12. VPX also agreed to pay the following processing fees for damaged, defective, outdated and discontinued goods: Direct Product Costs -- $0.085; Post Damage -- $0.111; Ops through Scan -- $0.101, all totaling $0.297. See Exhibit C. 13. VPX also confirmed that it would comply with Rite Aid's Vendor Supply Chain Guide. A copy of VPX's agreement with respect to the Vendor Supply Chain Guide is attached as Exhibit D. 14. At various times during the parties' business relationship, VPX incurred these fees pursuant to the various agreements entered into by the parties with VPX has refused to pay. VPX Breaches the Parties' Agreements 15. Due to the fees and expenses charged pursuant to the agreements described above ("Fees"), as of April 2, 2012, VPX's account with Rite Aid has an $80,618.03 negative balance, which is expected to grow after all returns are processed and other accounts charge backs are applied. A statement of the account of the negative balances and summary sheets reflecting this amount is attached as Exhibit E. 16. On information and belief, the amount due and owing to Rite Aid will continue to increase. 17. As of the date of the filing of this Complaint, VPX is in breach of the GSA and the Returns Agreement and other related account contracts and agreements because it refuses to pay Rite Aid the negative balance on its account. 18. Furthermore, as the result of VPX's actions, Rite Aid has been left with more than $351,032.00 worth of Product in its stores. See Exhibit F. -3- 19. Rite Aid has requested that VPX accept the return of its product as required by the GSA. In the event VPX refuses to do so, Rite Aid's damages will increase substantially. VPX Attempts to Change the Terms of the Agreements 20. During 2011, VPX sought to change the terms of its agreements with Rite Aid with respect to the distribution of its Product. 21. VPX proposed a new contract which would have fundamentally altered the parties' relationship. A copy of VPX's new proposed contract is attached here as Exhibit G. 22. On August 11, 2011, VPX sent an email to Rite Aid threatening that if Rite Aid did not sign VPX's new proposed agreement within 48 hours, VPX would no longer do business with Rite Aid. A copy of this email is attached hereto as Exhibit H. 23. Rite Aid did not sign VPX's proposed agreement but, rather, continued to abide by the agreements signed by both parties. 24. VPX, however, has refused to abide by the Parties' Agreements. COUNT 1 BREACH OF CONTRACT 25. Rite Aid attempted, in good faith, to negotiate a resolution of this dispute with VPX. 26. Unfortunately, VPX refused even to discuss the matter with Rite Aid. 27. Rite Aid incorporates the averments in paragraphs 1 through 24 above as if fully set forth herein. 28. As noted above, Rite Aid and VPX entered into various valid and enforceable written agreements under which VPX agreed to pay certain Fees. 29. To date, VPX owes Rite Aid $80,618.03 in Fees. See Exhibit E. -4- 30. Despite repeated requests, VPX refuses to pay the negative account balance of $80,618.03 to Rite Aid. In fact, the VPX has claimed that it is Rite Aid that owes money to VPX and has threatened legal action. 31. Further, as a result of VPX's actions, Rite Aid has been left with over $351,032.00 worth of Products in its stores. See Exhibit F. 32. Rite Aid has requested that VPX accept the return of its product as required by the GSA. In the event VPX refuses to do so, Rite Aid's damages will increase substantially. 33. Rite Aid has performed all conditions precedent under all Agreements with VPX. 34. VPX is in breach of the GSA, the Returns Agreement and all related agreements because it has failed to pay the negative balance on its account. WHEREFORE, Rite Aid requests judgment in an amount in excess of $80,618.03 plus interest, costs and all other amounts deemed appropriate by the Court. COUNT II UNJUST ENRICHMENT 35. Rite Aid incorporates the averments in paragraphs 1 through 34 above as if fully set forth herein. 36. In the event VPX contends no contractual relationship exists, Rite Aid is entitled to recover the outstanding amounts to prevent VPX from being unjustly enriched. 37. As is customary in the industry, VPX was to pay for certain Fees associated with the sale of its product. 38. VPX owes Rite Aid $80,618.03 in Fees. See Exhibit E. 39. Rite Aid has a reasonable expectation to receive the Fees incurred. -5- 40. VPX reasonably should have expected to pay the Fees as such Fees are custom in the industry. 41. It would be inequitable for VPX to receive the benefit of the $80,618.03 still owed to Rite Aid. 42. In the event the contracts are deemed to be unenforceable, Rite Aid has no adequate remedy at law. 43. Rite Aid is entitled to collect the outstanding balance, plus interest, from VPX under the doctrine of unjust enrichment. WHEREFORE, Rite Aid requests that judgment be entered against VPX in the amount of $80,618.03 plus interest, costs and all other amounts deemed appropriate by the Court. Date: April 6, 2012 Brian P. Downej (PA 60327) R. Hull ( 30642 PEPPER H TON LLP Suite 200, 100 Market Stre P.O. Box 1181 Harrisburg, PA 17108-1181 Phone: 717.255.1155 Fax: 717.238.0575 Email: downeyb@pepperlaw.com weberjg@pepperlaw.com Attorneys for Rite Aid HDQTRS. CORP. -6- VERIFICATION Ric Clarke signs this Verification on behalf of Rite Aid Corporation and Rite Aid HDQTRS. CORP., and does hereby verify that the foregoing Complaint was prepared with the assistance and advice of counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or undiscovered errors, is based upon and therefore limited by the records and information still in existence, presently recollected and thus far discovered in preparation of this document; and that subject to the limitations set forth herein, the statements contained in this document are true and correct to the best of his knowledge, information and belief. The language of the foregoing document is that of counsel. It is understood that the statements herein are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unworn falsification to authorities. Date:I Ric ke Warehouse/DSD Application for New Vendor or Vendor Change Form Revised 10/23/07 New 1?r If new vendor, aN fields must be compteted ? Unlock Change If change, please complete all Informailon that will be updated In the current vendor file. Current Vendor Number VENDOR NAME MINIMUM PO QUANTITIES Vital Pharmaceuticals, Inc. WEIGHT CASE DOLLAR GUNS Number PRODUCT CATEGORY 01 990-0841 . Beverepe MANUFACTURER'S UPC ID # fu l? ACCOUNTS PAYABLE AREA PROCESSING PAYMENTS WM ? DS PRODUCT C?,LrA?SSIFICATION O ? RX AJ FE ? RX ? OTHER VENDOR CLASSIFICATION ® FE W/H ? FE DSD ? RX W/H ? RX DSD ? CIG ? LID PRODUCT SHIPMENT TO: 10 DI to D Directly to Store VENDOR TYPE PROJECTED GROSS MARGIN % MARK-UP % ® Menufacturer ?Vholesaler GM% MU% r? 610 1 PROJECTED AVERAGE RETURN PERCENTAGE VENDOR DURATION/TYPE OF PURCHASE ® O n-going ? Seasonal EXPECTED ANNUAL VOLUME Promotional One-Time Ontt_ 3. METHOD OF CREDIT DELIVERY 54 USE OF BROKER YES NO If YES, incklde name of Broker company. INVOICE ? EDI CREDIT MEMO ? OTHER (DSD Vendors ONLY) If OTHER e l i , xp n: a Hoe , F 030 V import Venda YES IASJ NO . or endors, EDI delivery of credits Is preferred E3 CODE E3 BUYER N not via EDI reason: CATEGORY MANAGER Caar1 P T C(-}T PLO VENDOR NEGOTIATED PAYMENT TERMS: - _ FREIGHT -?T? U / 1 CJ I?J?- 31 PRE-PAID ? COLLECT ? BACK-HAUL ? FOS FREIGHT P . ?a . OINT: rNDICATE DC's(WAREHOUSEVENDORSONLY) Entw PSI= US, ? E t D li as e very Days West Delivery Oat's O l a..r.A.tr vn,4m M P.M "Oro, W N,vein . I? ¦ n y ,t f 10 Only yy 80 SHIPPING METHOD (circle one option) g --- 29 81 Contract (L) AM (A) Rall (R) 35 Motor (M) Private Carrier P Other Carrier C 50 _ 88 Container (0) ustomer Pick-Up H 80 PURCHASE ORDER VIA EDI: ? YES ? NO ® FUTURE DATE: EDI CONTACT PERSON Name Lalet Jackson I T F NO - IS WEB ACCESS AVAILABLE? ? YES NO itle Processor I NVOICE VIA EDI: P ? YES ? NO ® FUTURE DATE: hone Ffax JI 9 F NO IS WEB ACC S 54-841-0570 x243 954$41-4960 • E S AVAILABLE? ? YES ? NO E -main ale rts-corn Note: AN new applicadarts must be accompanied a W-s Tax Form E COMPANY TAXPAYER NAME 1.0. NUMBER (COMPLETE ONLY ONE} Vital Pharmaceuticals Inc dPo/a VPX Redlin , . e FtQERAL EMPLOYER I.D NO. OU (AS THE TAXPAYER) ARE (CHECK ONE) ELM OR CORPORAT O ? I N A PARTNERSHIP O A SOLE PRdPR1ETORSMP ? AN INDIVIDUAL I SOCIAL SECURITY NO. (ONLY IF INDIVIDUAL) OTHER - EXPLAIN NAME b TITLE OF PERSON SUPPLYING TAX INFORMATION DO YOU EXPECT TO RECEIVE A FORM 1099 FROM RITE A Darlene V O . woc ? YES I ,r NO waste Copy - Item Integnly Yellow Copy - Accounting Plnlt Copy - Category Manager Goldenrod Copy - Supplier Form Available H: PIMShaMdlBUyenlleem Int&^ Forms and Procedures 1 Warehouse/DSD Application for New Vendor or Vendor Change Form Revised 10123107 0MMfI110M W.Trem Address Information -Change Inc eta na" and address must be reqmeted on vends otlklal letterhead atuwW to uft CORPORATE NAME AREA CODE & PHONE NO. f O Pharmaceuticals, Inc. d/b/s VPX Redline 954-041-0570 ADDRESS 15751 SW 41 Street 11300 mr STATE ZIP CODE Davis FL 33331 E-MAA ADDRESS WES-SITE ADDRESS REMIT TO NAME AREA CODE & PHONE NO. Same as above ADDRESS (Remit payment for product or services) CITY STATE ZIP CODE E-MAIL ADDRESS to,com VENDOR REP NAME AREA CODE d PHONE NO. slim Baksh ADDRESS (billing address for promotional bit" or Invoices), same as above but an invoices must be submitted to Accounting ?y STATE ZIP CODE E MAIL ADDRESS spoft.com asemaM address below to receive billing involves or promotional billing information, if not to Vendor R address ACT NAME ADDRESS CITY STATE ZIP CODE CONTACT NAME AREA CODE b PHONE NO. ADDRESS DEA NUMBER 17Y STATE ZIP CODE E-MAIL ADDRESS Vendor Respreserdiative or Contact R sentadve Signature relative to ft application or the vendor Vendor Representative Name Vendor Representative Signature ALL MANDATORY DOCUMENTS LISTED IN THE SECTION BELOW THESE DOCUMENTS MUST BE PROVIDED TO THE POTENTIAL VENDO MUST BE ATTACHED TO THE APPLICATION BY CAT Y MAN"EMENT DEFENSE AND INDEMNITY AGREEMENT RITE INSIGHT,INFOACCESS. ET (W/H VENDOR ONLY) CERTIFICATE OF INSURANCE SUPPLY CHAIN GUIDE (W/H VENDOR ONLY) RITE AID GUARANTEED SALES AGREEMENT RITE AID PRICE CHANGE FORM (W/H VENDOR ONLY RITE AID RETURNS AGREEMENT EDI PROCESS - NEW VENDOR DOCUMENT MUTUAL CONFIDENTIALITY AGREEMENT (N applicable) ? WA DISTRIBUTION CENTER CHART (W/H VENDOR ONLY) EDI Trading Partner Proflle (If applicable) ? WA SHIPMENT ROUTING GUIDE (W/H VENDOR ONLY) W-9 Form Corniple% and Attach AddMbnal Documents Listed Below it applicable, based upon the farms of the vendor on this a Icatlorl D,C Vendor Only OSD Vendnr Only 7raMe NEW DOMESTIC VENDOR INFORMATION NEW ITEWPRE-PACK FORM AUTHORIZED STORE FORM RITE AID CORP PICK-UP AGREEMENT ENDOR NEW ITEM PROPOSAL RITE AID PURCHASE ALLOWANCE SHEET RA Product Infonnstion Sheet ITEM SHIPPING INFORMATION FORM NEW ITEINITEM MAINTENANCE FORM RITE AID - MANUFACTURER AGREEMENT RITE AID PROMOTIONAL FUNDING AGREEMENT MOST CURRENT AUDITED FINANCIAL STMTS, It ap licabl Cat Mgmt to obtain) White Copy - item Integny Yellow Copy - Accounting Pink Copy - Category Manager Goldenrod Copy - Supplier Form Avadable KPIMSharedlBuyerskitem Integrity Fom,s and Pnxedum Warehouse/DSD Application for New Vendor or Vendor Change Form Revised 10123107 RITE AID CONTACT NAMES AND SIGNATURES RITE AID CONTACT PERSON RESPONSIBLE FOR VENDOR ON THIS APPLICATION: The Contact Person may be contacted by any of B)e required approvers with questions reletlvs the appkatlon or the vendor. Please print legibly Rite Aid Contact Name Extension and I D 701 ATEOORY MANAGEMENT APPROVALS: REGIONAL VICE PRESIDENT SIGNATURE (DSD ONLY) DATE V.P. P PURCH SIGNA RE DA LATE ?GNATURE GATE S a VPd IVA DATE, RISK MANAt;3E11AENT APPROVAL: OF 13 GEMENT SI TURE DATE l IJYJ COUNTS P AOLE APPROVALS: SR. MANAGER AP PROCESS PERFROMANCE DATE SR. DIRECTOR OR DIRECTOR OF A/P DATE ACCTS. PAYABLE MANAGER (W/H OR DSD) DATE (NIN111RAL ACCOUNTM APPROVAL: (RECTOR OF GENERAL ACCOUNTING DATE O BE COMPLETED BY GENERAL ACCOUNTING: WW /H: DSO: I Vendor Nomelsl - (within Vendor System) WM: DSD: WNte Copy - Item Integnty Yellow Copy - Aoroun" Pink Copy - Category Meneger Goldenrod Copy - Supplier Fom7 Ava&Wle H.P/MSnarediBLMn%Ibm integrlty Forme and Procedures RITE AID GUARANTEED SALES AGREEMENT Rite Aid will consider Vendor's product(s) for distribution and sale under the terms and conditions set forth in this Agreement. In consideration of Rite Aid's agreement to review a new entry into its mix, as well as in consideration of the mutual premises contained herein, the parties agree as follows: Vendor will guarantee the sale of Vendor's product(s) to Rite Aid at both Customer Service Centers (i.e. distribution centers) and retail locations. During the first one hundred twenty (120) days, or such other period as Rite Aid may determine in its sole discretion (it being understood by Vendor that Rite Aid may terminate this Agreement in its sole discretion at any time, for any reason whatsoever) following the date if the Vendor's first delivery of product(s) to Rite Aid (the "Review Period"), Vendor's account will be on a review status to permit Rite Aid to assess the performance of the product(s). After the Review Period, Rite Aid will pay only for those product(s) that are actually sold, and Rite Aid's payment will be reduced by any and all cash discounts or other debit amounts (including, but not limited to, advertising, displays, markdowns and price protection) due to Rite Aid. If at the end of the Review Period. Rite Aid determines, in its sole discretion, that the Vendor's product(s) is not selling at an acceptable rate, then Rite Aid will have the right to (a) require Vendor to review and modify Vendor's marketing plan to ensure future success and (b) extend the due date of the original invoice submitted by Vendor. Rite Aid also has the right to require a cash payment, as described in paragraph (3) below. The foregoing riahts are not exclusive. At the end of the Review Period, Rite Aid may terminate this Agreement. place the Vendor on Rite Aid's customary payment terms, or extend the Review Period. if at any time Rite Aid determines in its sole discretion that Vendor's product(s) performance continues to be unacceptable. Rite Aid will have the right to return at Vendor's expense all unsold product(s) to Vendor's facility in return lbr Vendor's cash payment to Rite Aid for any products for which Rite Aid has paid. but have not been sold. Vendor's payment to Rite Aid shall be made (a) by wire transfer of immediately available funds or certified check, and (b) no later than thirty (30) days after Rite Aid has returned the product(s). Vendor acknowledges and agrees that in the event that any of Vendor's allowances are funded with "free product" from Vendor, that "free product" will be treated identically to product purchased from Vendor by Rite Aid. This includes.but is not limited to, returns of this product to Vendor. 4. Upon settlement of Vendor's account, all outstanding invoices will be paid promptly, less any and all cash discounts or other debit amounts due to Rite Aid. Koiscd 10f21,200 The terms and conditions of this Agreement are in addition to, and in no way limit, Rite Aid's rights and remedies under Rite Aid's Vendor Profile, standard terms and conditions or purchase orders. In the event of inconsistency between the terms and conditions o!'thc: Agreement and any ot'the fbregoing documents, this Agreement will govern. 6. The parties agree that Pennsylvania law governs this Agreement not withstanding its conflicts of law provisions. Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venucd in the Court of Common Pleas, Cumtxxrland County, Pennsylvania. 7. The parties specifically agree that 13 Pa. C.S.A. §2326 & 2327(b) are inapplicable and that Vendor will accept returned goods in their "as-is" condition. All returns are at risk of vendor. ?). Vendor can not assign any product covered by this Agreement to any third party without the express written consent of a Vice President of Category Management. Rite Aid is enthusiastic about the opportunity to distribute product(s) into the marketplace. Rite Aid wishes you every success in your endeavor to provide a product that is unique. Please allow Rite Aid to assist you in your distribution needs by arranging for a duly authorized officer to sign and date this Agreement on behalf of your company. and return the executed letter to Rite Aid's Merchandising Department. Vendor: Vital Phan rta cut aCs, jnc. 13y: Authorized Sign?drW Date: February 22. 2008 'T'itle: CEO/President Xv%i%,d 10:22?2lW • 0 RITE AID RETURNS AGREEMENT Pleases note: A Separate Returns AOreement must be Ailed out for each vendor number Company Name. Vital Pharmaceuticals, Inc (DRA VPX Sports) Contact Name: R.J. Runowskl Phone 0914-231-6794 Fax tt954.384-2645 Vendor Number E-Mail Address: ravmondrCdtvoxscorts.com Invoice Address: 13731 SW 40 Street Suite 300 Davie, FL 33331 Shipping Address: Same Category Manager Ric Clarice Assodate Cateqory Manager Cheryl Gill TERMS OF AGREEMENT: A. Unsaleable Merchandise AN vendors will be charged the following processing fees br damaged, deMdive, outdated, and discontinued goods. These fees are based on the tindlags from the John industry Task Force Study (JIR): DPC (Diced Product Cost) $0.085 Poet Damage $0.111 Ope through Scan: 50.101 $0.297 2. All vendors must determine a method of disposition for their unsaleable products. Based on the CODE/DESCRIPTIONS listed below, the vendor representative will check (X) the method hWher company has authorized Ribs Aid to use. The additional charge, shown in O at the end of the description, will be added to the cha rgee above. Se.a. DESCRINTIM Oft COOM COPT X Scan and disposition is left up to the discretion of Ribs Aid ($0.020) DONA Scan and donate ($0.030) SHBK Scan and ship back to vendor ($0.180) OPEN RA/ REQUIRED WITH THIS OPTION RAd NOTE: Any product remaining in the reclamation centers for 45 days from the data of invoice, without a Return Authorization Number, will be disposed of at the discretion of Rib Aid Corporation. Rite Aid Corporation will not entertain ANY requests br payback of product that falls into this category. 3. Ali products willbe billed at Rite Aid's current list coat + JIR billing factors (DPC, Post Damage Handling, RCC Charges, Disposition Charges) unless otherwise agreed to in writing by Rite Aid Corporation. Vendor billing Is not to exceed 130% of Rite Aid's list coot Freight will be shipped on Rite Aid's preferred carriers. All freight costs will be charged back to the vendor. Rev 10/23107 4. AN changes to policies must be in writing to Rite Aid Corporation. Approved policy changes will take effect within 30 days following their approval. 5. AN vendors will agree to forward a copy of their current national policy regarding reclamation to be reviewed by Rite Aid Corporation. This will be sent to: Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 AttwMOG: Manager, Front End Rotuma 8. AN damaged and outdated invoices are available through the Rite Aid Paperless Invoice System using the Carolina Supply Chain Services Websits at ntivw c r lii? 3sup ty?h?insz r???s?s. ;o?n. Vendors should contact the Manager, Front End Returns, at 717-2144832 to request setup of their Company's authorized user. (See Page 3) B. Recall Morchandisa Plania nollo: The dispoaklons on page 1 DO NOT apply to meaft A separate Wo n ent MST be tilled out for all recalls at** tine the rMN to being aatdvated. This aNowa a vendor to ha" a separate disposition on reea0e than they haw on damaged and outdated rstur". 1. All recall invoices are available through the Rite Aid Paperless Invoice System using the Carolina Supply Chain Services Websito at www,carcri qo: qupplychainservires. co _ . Vendors should contact the Manager, Front End Returns, at 717-214-SM to request setup of their Company's authorized user. (See Page 3) The signatures below by the appropriate Category Manager of Rite Aid Corporation and the vendor representative of sold company denote their understanding and acoeptence of the above agreement. '/f,7J Signature (Vendor Regve) f Die 3' - ts?+re (A ?'Aid Corporatbr?) Date Vital Pharmaceuticals Inc (VPX Sports) Rite Aid Corporation Company Rev 10123107 NOTICE PLEASE BE ADVISED THAT AS OF MARCH 18, MS, ALL INVOICING FOR DAMAGED AND OUTDATED AND RECALLED PRODUCT IS NOW PAPERLESS. ALL INVOICES WILL BE OBTAINED HY A VENDOR DESIGNATED REPRESENTATIVE THROUGH THE CAROLINA SUPPLY CHAIN SERVICES WEBWM PLEASE IDENTIFY THE CORRECT PERSON WITHIN YOUR COMPANY WHO REQUIRES THESE INVOICES, AND PROVIDE THE REWESTED INFORMATION BELOW, ALL APPROPRIATE INFORMATION FOR ACCESS TO THE CSCS WEBSITE WILL BE SENT TO THE DESIGNATED MVIDUAL AN information relating to the Carolina Supply Chain Services Website should be sent to the fallowing individual: PLEASE PRINT: Vital Pharmaceuticals Inc. (VPX Sports) Vendor Name Vendor Number 15751 SW 41'4 Street Suite 300 Davis FL 33331 Address City State Zip RJ Runowski 914-231-6794 Contact Name Phone ray ntondrt?lvoxsoorts.com E-mail Address iafnd by (0?W n2M) SionNtr? ' nr? THIS FORM MUST ACCOMPANY TH RlTE RETURNS AGREEMENT FOR DAMAGED AND OUTDATED PRODUCT Rev 10n=7 ??, `/ ?? Vendor Supply Chain Guide IX. LETTER OF ACKNOWLEDGEMENT Wilson Lester Senior Vice President Supply Chain Dear Valued Vendor Partner, Rite Aid 30 Hunter Lane Camp Hill, PA 17011 The Vendor Supply Chain Guide (compliance requirements effective 03/01/02) was established to elevate awareness of critical gaps in the supply chain flow for Rite Aid and our vendors. By simply creating an awareness of these key measurements, we will work together to resolve some of the challenges that prevent maximization of customer satisfaction. Initially, our focus is to increase overall line onetime and complete; however, we still have a long way to go to providing timely and accurate shipment and receipt of product, and improving overall Supply Chain efficiency and effectiveness. As part of Rite Aid's commitment to continued improvement of supply chain performance, we continually review measures highlighting those areas that Rite Aid has determined to be of high priority. Our objective is to share only the most useful indicators of performance, focusing our attention on measurements that will result in the highest achievement standards throughout the Supply Chain. Our expectation is that the Vendor Supply Chain Guide will provide an opportunity to investigate Supply Chain challenges. Through joint process improvements, Rite Aid is committed to working with our vendors, making every effort to continually improve performance. In your review of the program, please take time to understand what each number represents. Please contact vendo gmt(a-Iritesid.com if you have any questions. Upon complete review of the entire Rite Aid Vendor Supply Chain Guide, please return this page, signed and dated below, to Rite Aid Corp. office, Attn: Vendor Management Program, 30 Hunter Lane, Harrisburg, PA. 17011. Thank you for your support, Wilson Lester acknowledgement made this day of year 1 ?? 7? 4 l . _ %. 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Item ID Description Ori Item DC On Hand Units DC On Hand Cost $ Store On Hand Units Store On Hand Cost $ 8013847 VPX PWR RSH WILDGRAPE 2.5-DWO 350636 0 0 9,279 15,218 8013846 VPX PWR RSH PCHMNGO 2.5Z - DWO 350637 0 0 10,851 17,796 0353110 VPX POWER RUSH 2.5Z -DWO 353110 0 0 9,035 14,908 0350636 VPX PWR RUSH WLD GRP 2.5Z-DWO 350636 0 0 0 0 0350637 VPX PWR RUSH PMNGO 2.5Z -DWO 350637 0 0 0 0 8013845 VPX PWR RSH EXOTC FRT 2.5-DWO 353110 0 0 0 0 Item ID Description Ori Item DC On Hand Units DC On Hand Cost $ Store On Hand Units Store On Hand Cost $ 0309269 VPX NO SHOT GUN EXOC FT 2-DWO 309269 0 0 2,272 81,042 8013410 RED LINE BLK ON BLU 120CA-DWO 340497 0 0 1,711 52,339 0309236 VPX REDLINE ULTRA HC 120C-DWO 309236 0 0 1,282 45,755 0353028 VPX MELTDOWN 120CT-DWO 353028 0 0 1,958 63,596 0350634 VPX MLTDWN RTD WTRM 8Z/4P- DWO 350634 0 0 1,671 11,914 0350635 VPX RDLNE RTD PMNGO 8Z/4P-DWO 350635 0 0 1,533 10,286 0350638 VPX RDLN XTRM WTRM 8Z/4PK-DW0 350638 0 0 1,886 14,409 0340498 RED LINE ENRGY 4PK18Z -DWO 340498 0 0 2,718 18,238 0353087 REDLINE XTRM BRY 8Z/4PK-DWO 353087 0 0 2,105 16,082 0309272 VPX ROLN XTRM LIME 8Z/4PK-DWO 309272 0 0 1,608 12,285 0309271 VPX NO SHOTGUN WTRM 2LB -DWO 309271 0 0 218 7,776 0309270 VPX NO SHOT GUN GRAPE 2LB-DWO 309270 0 0 145 5,172 0341354 REDLINE RTD TRPL BRRY 8Z -DWO 341354 0 0 1,329 2,233 0353088 REDLINE RTD TRPLBRY XTRMS-DWO 353088 0 0 1,152 2,200 0340497 RED LINE GELCAPS 120CT-DWO 340497 0 0 0 0 n V` C",." CONTRACT DATE: CONTRACT NUMBER: PURCHASING AGREEMENT BUYER: RITE AID Attention: Purchasing Department SELLER: Vital Pharmaceuiticals, Inc., d/b/a VPX%EDLINE "VPX" 1600 North Park DriveWeston, FL 33326 Attention: Phone: Fax: E-mail: Contact Person: Phone: 954441-0570 X Fax: 954-6414960 E-mail: Contact Person: In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, and intending to be legally bound hereby, Buyer and Seller agree as follows: 1. Supply of Product. During the Term of this Agreement, Buyer shall purchase from Seller the products listed in Section 5 "Product List" hereto (the "Products") at the prices listed in Section 5 "Product List"; and Seller shall sell and deliver those Products, pursuant to the terms and conditions of this Agreement. Seller shall also provide the Product's information requested for in Section 5 "Product List.". 2. Term. This Agreement shall be in effect for one (1) year from the date signed by Buyer (the "Effective Date"); thereafter, the Agreement will automatically renew on an annual basis. Either Party may terminate this Agreement at any time without cause with thirty (30) days advanced written notice. 3. Delivery and Lead Time. All delivery-transportation terms of sale shall be FOB Seller origin, FREIGHT COLLECT. Risk of loss shall be with Buyer upon passage of the Products to a carrier at Seller's place of origin. Seller shall contact Buyer's Transportation Department before making any shipping arrangements. Deliveries will be made by Seller within four (4) weeks (or sooner if available) after Buyer places the order. If Buyer designates in its Transportation Department that Buyer will arrange pick up of the Products, then the lead-time shall be deemed shortened by one (1) week. 4. Terms to Conduct Business i. Det've /Transportation Term of Sale: FOB Seller origin, freight collect. VPX to contact RITE AID Transportation Department to schedule pick-up. ii. Payment terms: Net thirty (30) days. iii. Discount: In lieu of customer return credits RITE AID shall receive an additional 2% discount over and above any ordinary discount that Seller would otherwise extend to Buyer at the time of the placement of an order. iv. Non-Compliance Charaebacks• In no event shall any chargeback or chargeback assessed against Seller for any non-compliance asserted by Buyer in any transaction under this agreement exceed the sum of $150. v. Insurance and Indemnity. Seller shall maintain a comprehensive General/Products Liability occurrence policy, $5,000j000 per occurrence/$5,000,000 aggregate for bodily injury, and property damages with the following coverage-- Premises/Operations, Products/Completed Operations, Contractual Liability and Independent Contracts; or a comprehensive General/Products, Liability claims made policy, $5,000,000 per occurrence/$5,000,000 aggregate for bodily injury and property damages with the following coverage--Premises/Operations, Products/Completed Operations, Contractual Liability and contract, and must be specified on the Certificate of Insurance. Seller shall name Buyer and Buyer's subsidiaries and affiliates as an additional insured. Seller shall deliver the Buyer a certificate of insurance evidencing the required coverage to Buyer prior to any delivery of Product. Seller shall provide Buyer with at least sixty (60) days prior written notice of any cancellation, change, or reduction of such coverage. vi. Indemnily. Seller shall defend, indemnify, and hold Buyer and Buyer's affiliates and Buyer's and Buyer's affiliates' franchisees and licensees harmless from and against all claims, expenses, liabilities, losses, and damage, including reasonable attorney's fees, resulting from, or arising in connection with, (i) the failure of the Products to conform in any respect to the representations and warranties contained in any part of this Agreement, (ii) the failure of the Products to meet label claims or Buyer's quality control standards, (iii) the promotion, sale, purchase, resale, or use of Products subject to any litigation or threatened litigation based thereon, and (iv) all intellectual property infringement and misappropriation claims based on the Products. This indemnity and defense shall be in addition to other remedies afforded to Buyer or Buyer's affiliates at law or in equity. This indemnity and defense shall survive acceptance of the Products and payment therefore by Buyer. Buyer hereby agrees to indemnify, hold harmless and defend Seller from and against any and all claims, liabilities, and expenses (including reasonable attorneys' fees and litigation costs) resulting from: (i) an act or omission on the part of Buyer that constitutes a breach of this Agreement; (ii) an act or omission on the part of Buyer that constitutes a breach of any other contract between Buyer and any third party; (iii) an act or omission on the part of Buyer that constitutes negligence; intentional or negligent misrepresentation; fraud or other intentional tort. 5. Product List: 6. Returns excluding Customer: Only in effect for products not meeting quality control, regulatory and formulation specification. In addition, products not meeting identified sales and turn thresholds may be returned if mutually agreed to by both parties in writing. 7. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Faxed copies of manually executed signature pages to this Agreement will be fully binding and enforceable without the need for delivery of the original manually executed signature page. 8. This Agreement may only be assigned upon the written consent of both parties hereto. This Agreement and all or the rights and protections it affords shall inure to the benefit of the parties as well as their successors and assigns. 9. Neither party shall disclose the terms of this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date of execution hereof. BUYER S RITE AID CORPORATION VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE 8 g Name: Name: JOHN H. OWOC Title: Title: CEO/PRESIDENT Date: Date: \ r-IA, L J) -----Original Message----- From: Matt Stillwagon [mailto:Matt.Stillwagon@vpxsports.com] Sent: Thursday, August 18, 201110:19 AM To: Richard T. Clarke Cc: Mike Fabiano Subject: FW: Rite Aid Ric, Good afternoon sir. I hope this email finds you well. Please see the attached email from Jack. Thank you very much. Matt Stillwagon Corporate Sales Trainer m atts@vpxsports. co m VPX/REDLINE 1600 North Park Drive Weston, Florida 33326 954 6410570 [PH] 954 389 1538 [FAX] 954 864 4579 [MOBILE] vpxsports.com From: DarLips@aol.com [DarLips@aol.com] Sent: Wednesday, August 17, 201111:24 PM To: Matt Stillwagon Cc: Mike Fabiano; Darlene Vera Owoc Subject: Re: Rite Aid Ric, Your team has 48 hours to sign our contract or we are no longer conducting business with Rite Aid. You have more charge backs and issues and further, require more attention than all of our other vast reselling account network combined. We have grown weary of the incompetence and abuse! 48 Hours, Jack Owoc CEO, VPX Redline 1 In a message dated 8/17/20112:52:53 P.M. Eastern Daylight Time, Matt.Stillwaaon@vpxsports.com writes: Jack, Good afternoon sirl I hope this email finds you having a great start to your day. I wanted to make some progress with this account. I have presented our GNC Style contract to Rite Aid through Ric Clarke in person at his office in Camp Hill. At that time, he informed us that he would have to pass this on to his legal group before answering. We tabled the piece until the ECRM in July when we did category review. When we met with Ric at ECRM, he presented us with information on sales. At that time, I again forced the issue of the GNC style contract. Ric stated that he had taken the contract to his superiors, but that they had not gotten back to him. I told him that I would take this answer back to you but that I had done all for him that I could. We did discuss several issues that he had not yet resolved. One issue of which was pertaining to a billing question that was associated with the whale Shotgun issue. Darlene had requested explanation on what ammounted to a SLOTTING fee for the product. HOWEVER, Ric actually stated that he understood the complaint we had, and to smooth things over on that front, he would offer us a sale where we would NOT be charged their typical "program fees". As it stands, when we last talked, you wanted to terminate our relationship with Rite Aid if they did not agree to our contract. I stated this to Ric as well, and he told me that he needed it stated in writing that this was our position. I am more than capable of writing such an email if you would like. I just need to know if this is your order. I have successfully recovered almost ALL of the delinquent funds associated with this account from when I inherited it. They DO have inventory, but we have NOT submitted for POG review based on this Contract issue. I'd like to move forward in whatever direction you see fit. Thank you for your time. Matt Stillwagon Corporate Sales Trainer matts@vpxsports.com VPX/REDLINE 1600 North Park Drive Weston, Florida 33326 954 6410570 [PH] 954 389 1538 [FAX] 954 864 4579 [MOBILE] vpxsports.com 2 r RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 12-2at36 CIVIL TERM VS. VITAL PHARMACEUTICALS, INC. CIVIL ACTION - LAW d/b/a VPX/REDLINE Defendant. AFFIDAVIT OF SERVICE PURSUANT TO PA. R.C.P. 405 cn?"- a --< PQ COMMONWEALTH OF PENNSYLVANIA SS: xC) COUNTY OF DAUPHIN D ? v THE UNDERSIGNED, Brian P. Downey, being duly sworn according to law, does depose and say as follows: 1. I am a competent adult and an attorney duly admitted to the Bar of the Supreme Court of the Commonwealth of Pennsylvania, having Attorney Identification Number 589891. 2. On April 13, 2012, I caused the Complaint to be served upon defendant Vital Pharmaceuticals, Inc., d/b/a VPX/Redline by the mailing of a true and correct copy of the Complaint to the defendant's principal place of business by United States certified mail, return receipt requested, postage prepaid, addressed as follows: Registered Agent, John H. Owoc, 1600 North Park Drive, Weston, Florida, 33326. 3. I received the return receipt, which was delivered and accepted at John H. Owoc, Registered Agent for Vital Pharmaceuticals, 1600 North Park Drive, Weston, Florida 33326, on April 17, 2012, by or on behalf of the defendant, thereby completing service pursuant to Pa. R.C.P. 403. The original return receipt signed by or on behalf of the defendant is attached hereto as Exhibit "A". Respectfully submitted, an P. Downey ( 9 P .. ER HAMILT LP 100 M";r ?" ? t Su OC P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 Fax downeyb@pepperlaw.com Date: May 1, 2012 Attorneys for Plaintiff Rite Aid Hdgtrs.Corp. SWORN TO AND SUBSCRIBED BEFORE ME THIS 1st DAY OF MAY,. 2012: FF1 P94 Not ary Pu is OMM W4MTH OF PEMNSYLVMQA Nob"M seal Mteiy K* Perez, Notary RjW ar?+?w, warty Aup. 21, 2015 MLI ffift naMS VWUn A59paA7I0N of NOrARl? -2- EXHIBIT A • t)woft ftms 1. 2, and & Also complete Nsm 4 K Rsstrk?sd Ddvery Is dashed. • Print your awns and address on the reverse so that we can retum the card to you. • Attach this card to the bade of the rttailpkm, or on the front If space permits. 1. Artlele Addressed to: T06r% 4+. (DW OC w.c-s4an) FL. 333zk, A. SWaaee x D. Is deYrery addreea H YES, enter de14 ? ngne MON ?, ,re) Ic Dew so below., " 0 No 3. Service Type ¦ CertMled Md a ? E? M - ? ReQletefA O'Rst46iij& `Qs vch ? insured mail ? C.O.D. 4. Resbtctsd DeBveyt(Exam Feel RLMM 2. Ankle NWdW ft>rrrrrb*an..nb.lrbea `7 oc g aA.GO 0000. 3101 9 l O9 Psi Form 9$11, Fdmmy 2Co4 Domesc Rearm Aeoelpc 1o2OMPoa4MS4o 3,. CERTIFICATE OF SERVICE I hereby certify that on May 1, 2012, a copy of the foregoing document was served by United States mail, first class postage prepaid, addressed as follows: John H. Owoc Registered Agent for Vital Pharmaceuticals, Inc. 1600 North Park Drive Weston, FL 33326 I RITE AID HDQTRS. CORP. Plaintiff V. VITAL PHARMACEUTICALS, INC.. d/b/a VPX/REDLINE Defendant TO: RITE AID HDQTRS. CORP. c/o Brian P. Downey, Esq. Pepper Hamilton, LLP Suite 200 100 Market Street P.O. Box 1181 Harrisburg, PA 17108-1181 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY. PENNSYLVANIA CIVIL ACTION NO.: /Z Z Z 36 ANSWER, NEW MATTER AND COUNTER- CLAIM JURY TRIAL DEMANDED NOTICE TO PLEAD PLEASE TAKE NOTICE that New Matter and Counter-Claim have been served on you. You must take action within twenty (20) days after the service of the New Matter and Counter-Claim. If you fail to take any action, a judgment may be entered against you. RID EY, CHUFF, KOSIEROWSKI & SCANLON, P.C. JAVES J. SCANVON, ESQ: Attorney I.D. No. 79557 400 Broad Street Milford, PA 18337 (570)296-5553 Attorneys for DEFENDANT RITE AID HDQTRS. CORP Plaintiff V. VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO.: ANSWER, NEW MATTER AND COUNTER- CLAIM JURY TRIAL DEMANDED Defendant ,DEFENDANTS' ANSWER TO PLAINTIFFS' AMENDED COMPLAINT The Defendant, VITAL. PHARMACEUTICALS, INC., d/b/a VPX/REDLINE ("VPX"), by and through their attorneys, Ridley, Chuff, Kosierowski & Scanlon, P.C., hereby Answer the Plaintiffs, RITE AID HDQTRS. CORP. ("RITE AID"), Complaint, paragraph by paragraph as follows: I . Denied. VPX is without sufficient knowledge to either admit or deny the allegations set forth in paragraph 1 of the Complaint. Strict proof is demanded. 2. Admitted. JURISDICTION 3. Denied. The allegations set forth in paragraph 3 of the Complaint are legal conclusions to which no response is required. 4. Denied. The allegations set forth in paragraph 4 of the Complaint are legal conclusions to which no response is required. RELEVANT FACTS Parties 5. Denied. VPX is without sufficient knowledge to either admit or deny the allegations set forth in paragraph 5 of the Complaint. Strict proof is demanded. 6. Admitted. The Parties' Agreements 7. Denied. The allegations set forth in paragraph 7 of the Complaint refer to a document, the contents of which speak for itself. By way of further answer, a review of the attached Exhibit A to RITE AID'S Complaint shows that the document was never signed by a representative of VPX. Strict proof is demanded. 8. Denied. The allegations set forth in paragraph 8 of the Complaint refer to a document. the contents of which speak for itself. 9. Denied. The allegations set forth in paragraph 9 of the Complaint refer to a document, the contents of which speak for itself. 10. Denied. The allegations set forth in paragraph 10 of the Complaint refer to a document, the contents of which speak for itself. 11. Denied. The allegations set forth in paragraph 11 of the Complaint refer to a document, the contents of which speak for itself. 12. Denied. The allegations set forth in paragraph 12 of the Complaint refer to a document, the contents of which speak for itself. 13. Denied. The allegations set forth in paragraph 13 of the Complaint refer to a document, the contents of which speak for itself. 14. Denied. At no time did VPX refuse to pay any fees pursuant to the agreements entered into by and between VPX and RITE AID. VPX has applied all credits and returns to the RITE AID account pursuant to the agreements entered into by and between the parties and pursuant to industry standards and historical course of dealing between the parties. Strict proof is demanded. VPX Breaches the Parties Agreements 15. Denied. The allegations set forth in paragraph 15 of the Complaint refer to a document, the contents of which speak for itself. By way of further answer, these allegations constitute a legal conclusion to which no response is required. 16. Denied. The allegations set forth in paragraph 16 of the Complaint constitute a legal conclusion to which no response is required. 17. Denied. The allegations set forth in paragraph 17 of the Complaint constitute a legal conclusion to which no response is required. 18. Denied. The allegations set forth in paragraph 18 of the Complaint constitute a legal conclusion to which no response is required. 19. Denied. The allegations set forth in paragraph 19 of the Complaint constitute a legal conclusion to which no response is required. VPX Attempts to Change the Terms of the Agreements 20. Admitted in part and Denied in part. VPX admits the allegations contained within paragraph 20 of the Complaint to the extent that VPX supplied RITE AID with a Purchase Agreement which reflected their normal course of dealing and agreement in terms of the supply of VPX products to RITE AID. VPX denies the allegations to the extent that RITE AID is alleging that VPX unilaterally attempted to change the terms of its agreements in a manner that is contrary to industry standards and the normal course of dealing between the parties. 21. Denied. The allegations set forth in paragraph 21 of the Complaint refer to a document, the contents of which speak for itself. 22. Denied. The allegations set forth in paragraph 22 of the Complaint refer to a document, the contents of which speak for itself. 23. Admitted in part and Denied in part. VPX admits that RITE AID did not sign VPX'S proposed Purchase Agreement, but denies that RITE AID abided by the agreements and normal course of dealing implemented by and between the parties. VPX supplied RITE AID with a Purchase Agreement that reflected their normal course of dealing and agreement in terms of the supply of VPX products to !RITE AID showing how the parties had been doing business for three (3) years. 24. Denied. The allegations set forth in paragraph 24 of the Complaint constitute a legal conclusion to which no response is required. COUNT I BREACH OF CONTRACT 25. Denied. The allegations set forth in paragraph 25 of the Complaint constitute a legal conclusion to which no response is required. 26. Denied. The allegations set forth in paragraph 26 of the Complaint constitute a legal conclusion to which no response is required. 27. VPX hereby incorporates the responses made above, as though fully set forth herein. 28. Denied. The allegations set forth in paragraph 28 of the Complaint refer to a document, the contents of which speak for itself. 29. Denied. The allegations set forth in paragraph 29 of the Complaint refer to a document, the contents of which speak for itself. 30. Denied. The allegations set forth in paragraph 30 of the Complaint refer to a document, the contents of which speak for itself. 31. Denied. The allegations set forth in paragraph 31 of the Complaint refer to a document, the contents of which speak for itself. 32. Denied. The allegations set forth in paragraph 32 of the Complaint refer to a document, the contents of which speak for itself. 33. Denied. The allegations set forth in paragraph 33 of the Complaint refer to a document, the contents of which speak for itself. 34. Denied. The allegations set forth in paragraph 34 of the Complaint refer to a document, the contents of which speak for itself. WHEREFORE, VPX demands that the Complaint be dismissed in its entirety, with prejudice, and that it be awarded attorney's fees, plus costs and interest. COUNT II UNJUST ENRICHMENT 35. VPX hereby incorporates the responses made above, as though fully set forth herein. 36. Denied. The allegations set forth in paragraph 36 of the Complaint contain legal conclusions to which no response is required. 37. Denied. The allegations set forth in paragraph 37 of the Complaint contain legal conclusions to which no response is required. 38. Denied. The allegations set forth in paragraph 38 of the Complaint contain legal conclusions to which no response is required. 39. Denied. The allegations set forth in paragraph 39 of the Complaint contain legal conclusions to which no response is required. 40. Denied. The allegations set forth in paragraph 40 of the Complaint contain legal conclusions to which no response is required. 41. Denied. The allegations set forth in paragraph 41 of the Complaint contain legal conclusions to which no response is required. 42. Denied. The allegations set forth in paragraph 42 of the Complaint contain legal conclusions to which no response is required. 43. Denied. The allegations set forth in paragraph 43 of the Complaint contain legal conclusions t o which no response is required. WHEREFORE. VPX demands that the Complaint be dismissed in its entirety, with prejudice, and that it be awarded attorney's fees, plus costs and interest. NEW MATTER 44. The Complaint fails to state a claim upon which relief can be granted. 45. RITE AID'S claims are barred by the applicable statute of limitations. 46. RITE AID has failed to mitigate damages. 47. RITE AID'S claims are barred by the doctrines of waiver and/or estoppel. 48. RITE AID'S claims are barred by the doctrines of accord and satisfaction. 49. RITE AID'S claims are barred by the lack of consideration. 50. RITE AID materially breached the terms of the contracts upon which it relies. 51. The contracts upon which RITE AID relies are indefinite. 52. RITE AID'S claims are barred by the doctrine of frustration of purpose. 53. RITE AID'S claims are barred because the terms of the contract(s) upon which it relies are unconscionable. WHEREFORE, VPX demands that the Complaint be dismissed in its entirety, with prejudice, and that it be awarded attorney's fees, plus costs and interest. COUNTER-CLAIM AND NOW, comes Defendant/Counterclaim Plaintiff, VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE (`VPX") by and through its attorneys, Ridley, Chuff, Kosierowski & Scanlon, P.C. and complains of Plaintiff/Counter-Claim Defendant, RITE AID HDQTRS. CORP. ("RITE AID"), as follows: 54. VPX is an active Florida corporation and a leading provider of dietary supplements and beverages. 55. RITE AID is a Pennsylvania corporation with a principal place of business at 30 Hunter Lane, Camp Hill, Cumberland County, Pennsylvania 17011. 56. On or about March 18, 2008, VPX and RITE AID entered into a Guaranteed Sales Agreement' whereby VPX guaranteed the sale of its products to RITE AID at both Customer Service Centers and retail locations. See Guaranteed Sales Agreement attached to RITE AID'S Complaint at Exhibit "B." 57. Pursuant to the Terms of the Guaranteed Sales Agreement, VPX provided the products ordered by RITE AID to RITE AID'S distribution center for RITE AID'S disbursement to its stores throughout the United States. 58. RITE AID agreed to pay all outstanding invoices for products "promptly, less any and all cash discounts or other debit amounts due to RITE AID." See Guaranteed Sales Agreement attached to RITE AID'S' Complaint at Exhibit "B" at ¶ 4. 59. The parties' normal course of dealings provided that each purchase order would be submitted to VPX'S processing department; and along with each order, RITE AID received an invoice including the amount and description of each item purchased and the price, tax and total amount due and owing, in "Net 30 Payment Terms," meaning that payment was to be made within thirty (30) days of the dated invoice. 60. Included on each VPX invoice is a "Net 30 Payment Term" obligating RITE AID to pay VPX for the product delivered to RITE AID'S designated distribution center and/or store locations, within thirty (30) days from the date ofthe invoice. 61. On March 23, 2012, VPX forwarded to RITE AID a letter requesting payment in connection with thirty-one (31) invoices that remained outstanding for well over one hundred-eighty (180) days of delivery of VPX product to RITE AID. A copy of VPX's March 23, 2012 demand letter and the referenced invoices are attached hereto as Exhibit "A." 62. The sum of the balances of the outstanding invoices amounts to one-hundred sixty-four thousand, seven-hundred forty-two dollars and thirty-five cents ($164,742.35). 63. ELITE AID refuses to honor its agreement with VPX and refuses to pay VPX for its products which have either been sold by RITE AID, or remain in RITE AID'S possession. COUNT I - BREACH OF CONTRACT 64. Paragraphs 1 through 63 are incorporated by reference as if fully set forth herein. 65. The Agreement(s) between VPX and RITE AID whereby RITE AID agreed to pay for VPX products delivered to RITE AID constitutes a valid and binding contract(s). 66. RITE AID failed to perform its obligations under the Agreement(s) by refusing to pay for VPX products delivered to RITE AID. 67. Despite VPX's numerous requests and demands, RITE AID has failed and refused to pay for the VPX products which refusal constitutes a breach of the Agreement(s) and course of dealing between the parties. WHEREFORE, the Defendant/Counter-Claim Plaintiff, VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE, respectfully requests that this Honorable Court grant judgment against Plaintiff/Counter-Claim Defendant, RITE AID HDQTRS. CORP., in an amount that exceeds fifty- thousand ($50,000.00) dollars, plus fees and costs, and such other relief as the Court deems just and appropriate. COUNT II - UNJUST ENRICHMENT 68. Paragraphs I through 63 are incorporated by reference as if fully set forth herein. 69. VPX supplied and delivered its products to RITE AID based upon the parties' Agreement(s). 70. RITE AID accepted VPX's products. 71. RITE AID has refused and continues to refuse to pay VPX for the products delivered to RITE AID. 72. As a result, RITE AID has been unjustly enriched. WHEREFORE, the Defendant/Counter-Claim Plaintiff, VITAL PHARMACEUTICALS, INC. d/b/a VPX/REDLINE, respectfully requests that this Honorable Court grant judgment against Plaintiff/Counter-Claim Defendant, RITE AID HDQTRS. CORP., in an amount that exceeds fifty- thousand ($50,000.00) Dollars, plus fees and costs, and such other relief as the Court deems just and appropriate. R ctfully sub tted, JaMes J. ScanloVsquire RIDLEY, CHUFF, KOSIEROWSKI & SCANLON, P.C. Attorney I.D. No. 79557 400 Broad Street Milford, PA 18337 (570) 296-5553 Attorneys for Defendant VERIFICATION 1, John H. Owoc, hereby depose and state that I am the Owner and CEO of the Defendant/Counterclaim Plaintiff corporation in this matter; that I have reviewed the Answer, New Matter and Counter-Claims; and that the facts contained in the Answer, New Matter and Counter- Claims are true and correct to the best of my knowledge, information and belief. This Verification is made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to uns A falsifications to authorities. RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION NO.: V. ANSWER, NEW MATTER AND COUNTER- CLAIM VITAL PHARMACEUTICALS, INC., d/b/a VPX/kEDLINE Defendant JURY TRIAL DEMANDED CERTIFICATE OF SERVICE James J. Scanlon, Esquire, hereby certifies that on May 30, 2012, he forwarded the Defendant's Answer. New Matter and Counter-Claim, by first class U.S. Mail to the following: Brian P. Downey, Esq. PEPPER HAMILTON, LLP Suite 200, 100 Market Street P.0 Box 1181 Harrisburg, PA 17108-1181 Qpt? Q - J es J. Scanlo EXHIBIT "A Vital Pharmaceuticals, Inc., d/b/a VP)(/REDLINE 1600 North Park Drive, Weston, FL 33326 Tel (954) 641-05701 Fax (954) 389-62541 www.vpxsports.com March 23, 2012 Sent via Federal Express (Tracking Number: 793375316890) Rite Aid 30 Hunter Lane Camp Hill, PA 17011 RE: Outstanding balance owed to Vital Pharmaceuticals, Inc., d/b/a VPX/REDLINE Dear Mr. Clarke: Pursuant to the arrangement between Vital Pharmaceuticals, Inc. and Rite Aid, as indicated by the Net 30 Payment Terms on the copies of the invoices attached hereto, your company is obligated to pay VPX all monies owed for product received within thirty (30) days from the date of the invoice. • Invoice No. INV92986 issued on May 10, 2011 in the amount of $7,935.61 has an outstanding balance of $3,073.31 as of the date of this letter. • Invoice No. INV93058 issued on May 11, 2011 in the amount of $5,155.69 has an outstanding balance of $5,052.58 as of the date of this letter. • Invoice No. INV93059 issued on May 11, 2011 in the amount of $7,799.52 has an outstanding balance of $7,643.53 as of the date of this letter. • Invoice No. INV93483 issued on May 24, 2011 in the amount of $13,841.49 has an outstanding balance of $7,121.10 as of the date of this letter. • Invoice No. fNV93484 issued on May 24, 2011 in the amount of $3,143.97 has an outstanding balance of $3,081.09 as of the date of this letter. • Invoice No. 1NV93485 issued on May 24, 2011 in the amount of $1,027.62 has an outstanding balance of $1,007.07 as of the date of this letter. • Invoice No. INV93881 issued on June 1, 2011 in the amount of $10,127.09 has an outstanding balance of $7,707.02 as of the date of this letter. • Invoice No. INV93882 issued on June 1, 2011 in the amount of $3,523 has an outstanding balance of $3,453.27 as of the date of this letter. • Invoice No. INV94242 issued on June 9, 2011 in the amount of $7,515.03 has an outstanding balance of $209.92 as of the date of this letter. March 23. 2012 -Letter to Clarke Re: Outstanding balance owed to VPX Page 2 of 3 • Invoice No. INV95261 issued on July 7, 2011 in the amount of $20,424.57 has an outstanding balance of $15,734.77 as of the date of this letter. • Invoice No. INV95681 issued on July 18, 2011 in the amount of $5,482.21 has an outstanding balance of $1,634.49 as of the date of this letter. • Invoice No. INV96043 issued on July 26, 2011 in the amount of $4,132.80 has an outstanding balance of $4,132.80 as of the date of this letter. • Invoice No. INV96044 issued on July 26, 2011 in the amount of $4,586.83 has an outstanding balance of $4,586.83 as of the date of this letter. • Invoice No. IW96045 issued on July 26, 2011 in the amount of $3,216.00 has an outstanding balance of $3,216.00 as of the date of this letter. • Invoice No. INV96046 issued on July 26, 2011 in the amount of $7,540.79 has an outstanding balance of $7,540.79 as of the date of this letter. • Invoice No. INV96047 issued on July 26, 2011 in the amount of $4,316.16 has an outstanding balance of $4,316.16 as of the date of this letter. • Invoice No. INV96335 issued on August 3, 2011 in the amount of $4,499.52 has an outstanding balance of $4,499.52 as of the date of this letter. 0 Invoice No. INV96336 issued on August 3, 2011 in the amount of $2,509.26 has an outstanding balance of $2,509.26 as of the date of this letter. • Invoice No. INV96337 issued on August 3, 2011 in the amount of $4,682.88 has an outstanding balance of $4,682.88 as of the date of this letter. • Invoice No. INV96338 issued on August 3, 2011 in the amount of $3,200.96 has an outstanding balance of $3,043.04 as of the date of this letter. • Invoice No. INV96339 issued on August 11, 2011 in the amount of $11,034.24 has an outstanding balance of $11,034.24 as of the date of this letter. • Invoice No. INV96611 issued on August 11, 2011 in the amount of $5,272.78 has an outstanding balance of $5,272.78 as of the date of this letter. • Invoice No. INV96612 issued on August 11, 2011 in the amount of $6,793.57 has an outstanding balance of $6,403.87 as of the date of this letter. • Invoice No. M96613 issued on August 11, 2011 in the amount of $18,490.62 has an outstanding balance of $18,490.62 as of the date of this letter. • Invoice No. INV96906 issued on August 18, 2011 in the amount of $10,517.93 has an outstanding balance of $10,517.93 as of the date of this letter. • Invoice No. INV96907 issued on August 18, 2011 in the amount of $3,582.72 has an outstanding balance of $3,582.72 as of the date of this letter. • Invoice No. INV96908 issued on August 18, 2011 in the amount of $3,183.14 has an outstanding balance of $3,183.14 as of the date of this letter. March 23. 2012 -Letter to Clarke Re: Outstanding balance owed to VPX Page 3 of 3 • Invoice No. IW96909 issued on August 18, 2011 in the amount of $1,320.60 has an outstanding balance of $1,320.60 as of the date of this letter. • Invoice No. INV96910 issued on August 18, 2011 in the amount of $3,690.44 has an outstanding balance of $3,690.44 as of the date of this letter. • Invoice No. INV97240 issued on August 25, 2011 in the amount of $2,503.86 has an outstanding balance of $2,503.86 as of the date of this letter. • Invoice No. INV97241 issued on August 25, 2011 in the amount of $4,542.53 has an outstanding balance of $4,496.72 as of the date of this letter. This brings the outstanding balance of Invoice Nos. INV92986, INV93058, INV93059, INV93483, INV93484, INV93485, INV93881, INV93882, INV94242, INV95261, INV95681, INV96043, INV96044, INV96045, INV96046, INV96047, INV96335, INV96336, INV96337, INV96338, INV96339, INV96611, INV96612, INV96613, INV96906, INV96907, INV96908, INV96909, INV96910, INV97240 and INV97241 to $164,742.35. This is a demand for the payment in full of the above referenced outstanding balance of $164,742:35 within ten (10) business days from the date of this letter. Should you chose to disregard this demand VPX will pursue legal actions to the fullest extent. Sincerely, Victoria N. Godwin, Esq. Enclosures **` H I S T O R I C A L*** Invoice INV92986 Vital Pharmaceuticals, Inc. Date 5/10/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Puck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. Customer ID Salesperson ID Shipping Method Pm ,,t Terms Re Ship Date Master No. 5186042 RITEAID MS YRC 2% 10/Net 30 5/5/2011 84,821 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 4 4 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,713.12 UI:61076438148 PACK QTY: 12 7 7 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $1,498.14 UI:61076484048 PACK QTY:6 10 10 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $458.10 UI:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 UI:61076438453 PACK QTY:24 3 3 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $128.28 01:61076471209 PACK QTY:6 15 15 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $603.90 U I:61076438153 PACK QTY:6 13 13 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $595.92 PACK QTY:6 3 3 0 0411 Meltdown 120 caps $0.00 $389.70 $1,169.10 UA:610764711977 PACK QTY: 12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 UI:61076438902 PACK QTY:24 7 7 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $276.36 UI:61076437061 PACK QTY24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 UI:61076438468 PACK QTY-. 12 Sub total $7,935.61 Free Shipping ORD 572,14 - pm Misc $0.00 DRIVER IS RESP FOR SORT AND SEG CALL Tax $0.00 RITE AID TRANSPORT'bEPT FOR ROUTING Freight $0.00 APT REQ FOR DELIVERY CALL 717 761-2633 Trade Discount $0.00 Total $7,935.61 '**HIST0RICAL** Invoice INV93058 Vital Pharmaceuticals, Inc. Date 5/11/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. Customer ID Salesperson ID Shi in Method Payment Terms Re Ship Date Master No. 5186041 RITEAID MS YRC 2% 10/Net 30 5/5/2011 84,820 Ordered Shipped B/O Item Number Description Discount Unit Price - Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 UI:61076438148 PACK QTY: 12 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 UI:61076484048 PACK QTY:6 5 5 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $229.05 UI:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 U1:61076438453 PACK QTY:24 5 5 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $213.80 U1:61076471209 PACK QTY:6 12 12 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $483.12 U1:61076438153 PACK QTY:6 9 9 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $412.56 PACK QTY:6 2 2 0 0411 Meltdown 120 caps $0.00 $389.70 $779.40 UA:610764711977 PACK QTY:12 7 7 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $320.88 UI:61076438902 PACK QTY:24 2 2 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $734.18 U1:61076438468 PACK QTY:12 Subtotal $5,155.69 Free Shipping ORD 57$13 - pm Miso-, $0.00 DRIVER IS RESP FOR (SORT AND SEG CALL Tax $0.00 RITE AID TRANSPORT!, DEPT FOR ROUTING Freight '- $0.00 APT REQ FOR DELIVERY CALL 717 761-2633 Trade Discount $0.00 Total $5,155-69 ***HISTORICAL*** Invoice INV93059 Vital Pharmaceuticals, Inc. Date 5/11/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette 'Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5186040 RITEAID MS YRC 2% 10/Net 30 5!512011 84,819 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 2 2 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $856.56 U1:61076438148 PACK QTY:12 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 UI:61076484048 PACK QTY:6 8 8 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $366.48 UI:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 01:61076438453 PACK QTY:24 4 4 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $171.04 01:61076471209 PACK QTY:6 7 7 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $281.82 01:61076438153 PACK QTY:6 10 10 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $458.40 PACK QTY:6 3 3 0 0411 Meltdown 120 caps $0.00 $389.70 $1,169.10 UA:610764711977 PACK QTY:12 10 10 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $458.40 01:61076438902 PACK QTY:24 66 66 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $2,605.68 01:61076437061 PACK QTY:24 2 2 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $734.18 01:61076438468 PACK QTY:12 Sub total $7,799.52 Free Shipping ORD 57?12 - pm Misc $0.00 DRIVER IS RESP FOR (SORT AND SEG CALL T ax $0.00 RITE AID TRANSPORT DEPT FOR ROUTING ER Freight $0.00 APT REQ FOR DELIV Y CALL 717 761-2633 Trade Discount $0.00 Total $7,799.52 ***HISTORICAL*** Invoice INV93483 Vital Pharmaceuticals, Inc. Date 5/24/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. ' Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5197262 11 RITEAID MS YRC 2% 10/Net 30 5/18/2011 85,312 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 14 14 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $5,995.92 UI:61076438148 PACK QTY:12 5 5 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $1,070.10 01:61076484048 PACK QTY:6 7 7 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $320.67 UI:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 UI:61076438453 PACK QTY:24 4 4 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $171.04 UI:61076471209 PACK QTY:6 3 3 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $120.78 01:61076438153 PACK QTY:6 39 39 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $1,539.72 U1:61076437067 PACK QTY:24 34 34 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $1,342.32 01:61076437034 PACK QTY:24 14 14 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 545.84 $641.76 PACK QTY:6 2 2 0 0411 Meltdown 120 caps $0.00 $389.70 $779.40 UA:610764711977 PACK QTY:12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 U1:61076438902 PACK QTY:24 2 2 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $734.18 01:61076438468 PACK CITY: 12 Sub total $13,841.49 Free Shipping ORD 57$92 - pm Misc $0.00 DRIVER RESPONSIBLE FOR UNLOADING Tax $0.00 DELIVERIES REQ DELIVERY APPT Freight $0.00 CALL 717 761-2633 Trade: Discount $0.00 Total $13,841.49 *"*HISTORICAL*** Invoice INV93484 Vital Pharmaceuticals, Inc. Date 5/24/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid 3931 Rice Mine Road, NE Tuscaloosa AL 35406 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Shi Date Master No. 5198914 RITEAID MS YRC 2% 10/Net 30 5/19/2011 85,360 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 UI:61076438148 PACK QTY:12 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 UI:61076484048 PACK QTY:6 4 4 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $183.24 UI:61076438919 PACK QTY:6 2 2 0 0165 Redline RTD Triple Berry 4 Pack S0.00 $40.32 $80.64 U1:61076438453 PACK QTY:24 2 2 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $85.52 U1:61076471209 PACK QTY:6 2 2 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $80.52 UI:61076438153 PACK QTY:6 6 6 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $275.04 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 $389.70 $389.70 UA:610764711977 PACK QTY: 12 4 4 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $183.36 U1:61076438902 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 UI:61076438468 PACK QTY: 12 Sub total $3 143.97 Free Shipping ORD 57733 - pm Mist $0.00 DELIVERIES REQ APT',CALL 717 761-2633 Tax $0.00 DRIVER IS RESPONSIBLE FOR Freight $0.00 UNLOADING. SORTINO,SEGREGATING TradeDiscount 0.00 Total . $3,143.97 ***HISTORICAL*** Invoice INV93485 Vital Pharmaceuticals, Inc. Date 5/24/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane. Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid 3931 Rice Mine Road, NE Tuscaloosa AL 35406 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5198915 RITEAID MS YRC 2% 10/Net 30 5/1912011 85,361 Ordered Shipped BID Item Number Description Discount Unit Price Ext. Price 13 11 113 11 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $D.00 $40.26 $45.84 $523.38 $504.24 Sub total $1,027.62 Free Shipping ORD 57734 - pm Misc $0.00 DELIVERIES REQ APT!, CALL 717 761-2633 Tax $0.00 DRIVER IS RESPONSI13LE FOR 6 freight $0.00 UNLOADING, SORTIN ,SEGREGATING Trade' Discount $0.00 Total $1,027.62 ***HISTORICAL*** Invoice INV93881 Vital Pharmaceuticals, Inc. Date 6/112011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Salesperson ID Shipping Method Pa ment Terms Re Ship Date Master No. 5205224 RITEAID MS YRC 2% 10/Net 30 5/26/2011 85,734 Ordered Shipped B/O Item Number Description Discount Unit Price' Ext. Price 4 d 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,713.12 UI:61076438148 PACK QTY:12 3 3 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $642.06 UI:61076484048 PACK QTY:6 13 13 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $595.53 UI:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 01:61076438453 PACK QTY:24 13 13 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $555.88 01:61076471209 PACK QTY:6 3 3 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $120.78 01:61076438153 PACK QTY:6 8 8 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $315.84 01:61076437067 PACK QTY:24 5 5 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $197.40 01:61076437034 PACK QTY:24 23 23 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $1,054.32 PACK QTY:6 6 6 0 0411 Meltdown 120 caps $0.00 $389.70 $2,338.20 UA:610764711977 PACK QTY:12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 UI:61076438902 PACK QTY:24 4 4 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $1,468.36 01:61076438468 PACK QTY:12 Sub total $10,127.09 Free Shipping Misc $0.00 Order 58087 - sms Tax 0.00 Call for appt if shipment Iis over 100 cases. Freight $0.00 Driver will unload goods. Trade Discount 0.00 Tota 1 $10,127.09 ***HISTORICAL*** Invoice INV93882 Vital Pharmaceuticals, Inc. Date 6/1/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. Customer ID salesperson 1D Shipping 'Method Payment Terms Re Ship Date Master No. 5205225 RITEAID MS YRC 2% 10/Net 30 5126/2011 85,735 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 1 1 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $428.28 UI:61076438148 PACK QTY:12 2 2 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $428.04 U1:61076484048 PACK QTY:6 1 1 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $45.81 U I:61076438919 PACK QTY:6 3 3 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $120.96 U1:61076438453 PACK QTY:24 8 8 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $322.08 U1:61076438153 PACK QTY:6 12 12 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $550.08 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 $389.70 $389.70 UA:610764711977 PACK QTY: 12 3 3 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $137.52 U1:61076438902 PACK QTY:24 3 3 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $1,101.27 U1:61076438468 PACK QTY: 12 Subt otal ' $3,523.74 Free Shipping Misc ` - $0.00 Order 58088 - sms C ll f t if hi Tax $0.00 a or app s pment is over 100 cases. Driver will unload oods. Freight $0.00 g Trade Discount' $0.00 Total $3,523.741 ***HISTORICAL*** Invoice INV94242 Vital Pharmaceuticals, Inc. Date 6/9/2011 1600 North Park Dr Page ` 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane, Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Sales rson ID Shipping Method Payment Terms Re Shi Date Master No. 5210899 RITEAID MS YRC 2% 10/Net 30 6/2/2011 85,959 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 U1:61076438148 PACK QTY:12 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 UI:61076484048 PACK QTY:6 10 10 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $458.10 U1:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 U1:61076438453 PACK QTY:24 9 9 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $384.84 UI:61076471209 PACK QTY:6 6 6 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $241.56 U1:61076438153 PACK QTY:6 25 25 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $1,146.00 PACK QTY:6 4 4 0 0411 Meltdown 120 caps $0.00 $389.70 $1,558.80 UA:610764711977 PACK QTY: 12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 U1:61076438902 PACK QTY:24 3 3 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $1,101.27 U1:61076438468 PACK QTY:12 Sub total $7,515.03 Free Shipping Misc $0.00 Order 58308 - sms ' Tax. $0.00 Del apt req and driver is responsible to unload F i ht re g $0.00 Trade Discount $0.00 Total $7,515.03 ***HISTORICAL*** Invoice INV95261 Vital Pharmaceuticals, Inc. Date 717/2011 1600 North Park Dr Page 1 Weston FL 3332$-3210 Bill To: Rite Aid 30 Hunter Lane' Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. ! Customer ID salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5236140 RITEAID MS YRC 2% 10/Net 30 6/29/2011 86,982 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 5 5 0 0370 Redfine Hardcore - 120 ct $0.00 $428.28 $2,141.40 U1:61076438148 PACK QTY:12 5 5 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $1,070.10 UI:61076484048 PACK QTY:6 28 28 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $1,282.68 U1:61076438919 PACK QTY:6 24 24 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $967.68 UI:61076438453 PACK QTY:24 25 25 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $1,069.00 U1:61076471209 PACK QTY:6 24 24 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $966.24 U1:61076438153 PACK QTY:6 27 27 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $1,065.96 U1:61076437067 PACK QTY:24 28 28 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $1,105.44 U1:61076437034 PACK QTY:24 41 41 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $1,879.44 PACK QTY:6 9 9 0 0411 Meltdown 120 caps $0.00 $389.70 $3,507.30 UA:610764711977 PACK QTY: 12 28 28 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $1,283.52 U1:61076438902 PACK QTY:24 57 57 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $2,250.36 UI:61076437061 PACK QTY:24 ""`HISTORICAL'` Invoice INV95261 Vital Pharmaceuticals, Inc. Date 717/2011 1600 North Park Dr Page 2 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. ' Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5236140 RITEAID MS YRC 2% 10/Net 30 6/29/2011 86,982 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 5 5 0 0383 Redline Black on Blue V.2 Caps-120 UI:61076438468 PACK QTY:12 $0.00 $357.09 $1,835.45 Sub total $20,424.57 Free Shipping Misc $0.00 Order 59327 - sms MABD 7/ Tax 0.00 13111 need del apt Freight 0.00 Trade Discount $0.00 Total $20,424.57 ***HISTORICAL*** Invoice INV95681 Vital Pharmaceuticals, Inc. Date 7/18/2011 1600 North Park Dr Page 1 Weston FL 3332$-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette' Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5249639 RITEAID MS YRC 2% 10/Net 30 7/18/2011 87,625 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 U1:61076438148 PACK QTY:12 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 U1:61076484048 PACK QTY:6 6 6 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $274.86 U1:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 UI:61076438453 PACK QTY:24 3 3 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $120.78 01:61076438153 PACK QTY:6 9 9 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $412.56 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 $389.70 $389.70 UA:610764711977 PACK QTY:12 22 22 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $868.56 UI:61076437061 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 01:61076438468 PACK QTY: 12 13 1$ 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $513.24 PACK QTY:24 14 14 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $552.72 PACK QTY:24 Sub total $5,482.21 Free Shipping MISC $0.00 Order 59999 - sms MABD 7/281 Tax $0.00 11, del apt i5 required F ei ht r g 0.00 Trade Discount $0.00 Total $5 482.21 ***HIST0RICAL*** Invoice INV96043 Vital Pharmaceuticals, Inc. Date 7/26/2011 1600 North Park Dr Page 1 Weston FL 3332-3210 Bill To: Rite Aid 30 Hunter Lane' Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Salesperson ID Ship in Method Payment Terms Re Ship Date - Master No. 5256722 RITEAID MS YRC 2% 10/Net 30 7!21/2011 87,832 Ordered Shipped B/O Item Number Description Discount Unit Price ` Ext. Price 48 48 48 48 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $1,932.48 $2,200.32 Subt otal $4,132.80 Free Shipping O MISC Mis $0.00 rder 60201 - sms MABD 8/4/11 D l t i Tax 0.00 e ap s rieq Freight 0.00 Trade Discount $0.00 Total $4,132.80 ***HIST0RICAL*** Invoice INV96044 Vital Pharmaceuticals, Inc. Date 7/26/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date ' Master No. 5256724 RITEAID MS YRC 2% 10/Net 30 7121/2011 87,833 Ordered Shipped BIO Item Number Description Discount Unit Price Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 UI:61076438148 PACK QTY:12 3 3 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $642.06 UI:61076484048 PACK QTY:6 4 4 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $183.24 01:61076438919 PACK QTY:6 7 7 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $282.24 01:61076438453 PACK QTY:24 14 14 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $641.76 PACK QTY:6 2 2 0 0411 Meltdown 120 caps $0.00 $389.70 $779.40 UA:610764711977 PACK QTY: 12 8 8 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $366.72 01:61076438902 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 01:61076438468 PACK QTY: 12 1 1 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $39.48 PACK QTY:24 Subt otal $4,586.83 Free Shipping Misc $0.00 Order 60202 - sms MABD / / Tax $0.00 8 4 11 Del apt is req Freight $0.00 Trade Discount $0.00 Total' $4,586.83 ***HISTORICAL*** Invoice INV96045 Vital Pharmaceuticals, Inc. Date 7/26/2011 1600 North Park Dr Page` 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette'Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5256725 RITEAID MS YRC 2% 10/Net 30 7/21/2011 87,834 Ordered Shipped 13/0 Item Number Description Discount Unit Price Ext. Price 48 28 48 28 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $1,932.48 $1,283.52 Sub total $3,216.00 Free Shipping - Mist: $0.00 Order 60203 - sms MABD 8/ /11 Tax $0.00 4 Freight; $0.00 Trade Discount- $0.00 Total $3 216.00 ***HISTORICAL*** Invoice - INV96046 Vital Pharmaceuticals, Inc. Date 7/26/2011 1600 North Park Dr Page 1 Weston FL 33320-3210 Bill To: Rite Aid 30 Hunter Lane. Attn: Jeannette !Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5256726 RITEAID MS YRC 2% 10/Net 30 7121/2011 87,835 Ordered Shipped . 13/0 Item Number Description Discount Unit Price ! Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 01:61076438148 PACK QTY:12 5 5 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $1,070.10 U1:61076484048 PACK QTY:6 11 11 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $503.91 UI:61076438919 PACK QTY:6 14 14 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $641.76 PACK QTY:6 4 4 0 0411 Meltdown 120 caps $0.00 $389.70 $1,558.80 UA:610764711977 PACK QTY: 12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 UI:61076438902 PACK QTY:24 28 28 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $1,105.44 01:61076437061 PACK QTY:24 2 2 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $734.18 U1:61076438468 PACK QTY: 12 Sub total $7,540.79 Free Shipping Misc $0.00 Order 60204 - sms Tax $0.00 MABD 814/11 Freight $0.00 Trade Discount $0.00 Total $7,540.79 ***HISTORICAL*** Invoice INV96047 Vital Pharmaceuticals, Inc. Date 7/26/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Ship To: Rite Aid Rite Aid 30 Hunter Lane Woodland Dist Ctr. Attn: Jeannette 'Buck 1755 East Beamer Street Camp Hill PA 17011 Woodland CA 95776 Contact Person: Purchase Order No. customer ID Salesperson ID Shipping Method Pa ment Terms Re Shi Date: Master No. 5256727 RITEAID MS YRC 2% 10/Net 30 7/21/2011 87,836 Ordered Shipped B/O Item Number Description Discount Unit Price' Ext. Price 48 52 48 52 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $1,932.48 $2,383.68 Sub total $4,316.16 Free Shipping Misc $0.00 Order 60205 - sms MABD 814/11 Tax $0.00 Freight 0.00 Trade Discount $0.00 Total $4,316.161 ***HISTOR[CAL*** Invoice INV96335 Vital Pharmaceuticals, Inc. Date 8/3/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane'. Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. customer ID Salesperson ID I Shi in Method Payment Terms Re Ship Date Master No. 5264233 RITEAID MS YRC 2% 101Net 30 7129/2011 88,122 Ordered Shi ed 13/0 Item Number Description Discount Unit Price Ext. Price 48 56 I I 4, 516 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $1,932.48 $2,567.04 Sub total $4,499.52 Free Shipping Wee $0.00 Order 60484 - sms M Tax $0.00 ABD 8/11/11, Need delivery apt Freight 0.00 Trade Discount $0.00 Total $4,499.521 ***HIST0RICAL*** Invoice INV96336 Vital Pharmaceuticals, Inc. Date 8/3/2011 1600 North Park Der Page 1 Weston FL 33326-3210 Bill To: Ship To: Rite Aid Rite Aid 30 Hunter Lane' Rite Aid Liverpool Dist Center Attn: Jeannette (Buck 7245 Henry Clay Blvd Camp Hill PA 17011 Liverpool NY 13088 Contact Person: Purchase Order No. Customer ID salesperson ID Shipping Method Pa ment Terms Re Ship Date Master No. 5264236 RITEAID MS YRC 2% 10/Net 30 7/29/2011 88,123 Ordered Shipped B/O Item Number Description Discount Unit Price` Ext. Price 35 24 i 35 24 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $D.00 $0.00 $40.26 $45.84 $1,409.10 $1,100.16 Subt otal $2,509.26 Free Shipping Pph9 O d 60485 Mise $0.00 r er - sms MABD 8/11/11 Need del l t Tax $0.00 ap freight $0.00 Trade Discount $0.00 Total ' 12,509.26 ***HISTORICAL*** Invoice INV96337 Vital Pharmaceuticals, Inc. Date 8/3/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette''Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date ` Master No. 5264238 RITEAID MS YRC 2% 10/Net 30 7/29/2011 88,124 Ordered Shipped B/O Item Number Description Discount Unit Price Ext Price 48 60 8 60 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $1,932.48 $2,750.40 Sub total $4,682.88 Free Shipping Misc $0.00 Order 60486 - sms Tax $0.00 MABD 8/11/11, need del apt Freight $0.00 Trade Discount $0.00 Total $4,682.881 ***HISTORICAL*** Invoice INV96338 Vital Pharmaceuticals, Inc. Date 8/3/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid 3931 Rice Mine Road, NE Tuscaloosa AL 35406 Purchase Order No. Customer ID salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5264234 RITEAID MS YRC 2% 10/Net 30 7129/2011 88,125 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 1 1 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $428.28 U1:61076438148 PACK QTY: 12 3 3 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $137.43 U1:61076438919 PACK QTY:6 6 6 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $241.92 UI:61076438453 PACK QTY:24 7 7 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $299.32 U1:61076471209 PACK QTY:6 5 5 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $201.30 U1:61076438153 PACK QTY:6 7 7 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $320.88 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 $389.70 $389.70 UA:610764711977 PACK QTY:12 4 4 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $183.36 U1:61076438902 PACK QTY:24 4 4 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $157.92 U1:61076437061 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 U1:61076438468 PACK QTY:12 5 5 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $197.40 PACK QTY:24 7 7 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $276.36 PACK QTY:24 Sub total $3,200.96 Free Shipping Misc $0.00 Order 60487 - sms Tax $0.00 MABD 8/11111 need del apt Freight $0.00 Trade Discount 0.00 Total' $3,200.96 ***H I S T O R I CAL*** Invoice INV96339 Vital Pharmaceuticals, Inc. Date 8/11/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane' Attn: Jeannette Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Salesperson ID Shipping Method Pa ment Terms Re Ship Date Master' No. 5268814 RITEAID MS YRC 2% 10/Net 30 8/2/2011 88,268 Ordered Shi e, B/O Item Number '. Description Discount Unit Price Ext. Price 2 2 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $856.56 U1:61076438148 PACK QTY: 12 5 5 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $1,070.10 UI:61076484048 PACK QTY:6 5 5 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $229.05 U1:61076438919 PACK QTY:6 36 36 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $1,451.52 UI:61076438453 PACK QTY:24 26 26 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $1,111.76 UI:61076471209 PACK QTY:6 6 6 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $241.56 UI:61076438153 PACK QTY:6 8 8 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $366.72 PACK QTY:6 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 L11:61076438902 PACK QTY:24 22 22 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $868.56 U1:61076437061 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 UI:61076438468 PACK QTY: 12 66 66 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $2,605.68 PACK QTY:24 31 31 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $1,223.88 PACK QTY:24 Sub total $11,034.24 Free Shipping Misc $0.00 Order 60634 - sms Tax $0.00 MABD 8/16/11, Del apt its req Freight $0.00 Trade Discount $0.00 Total' $11,034.24 ***HISTORICAL*** invoice INV96611 Vital Pharmaceuticals, Inc. Date 8/11/2011 1600 North Park Dr Page 1 Weston FL 3332$-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette (Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. Customer ID Salesperson ID Shf in Method Pa ment Terms Re Ship Date " 'Master No. 5271727 RITEAID I MS YRC 2% 10/Net 30 8/9/2011 88,482 Ordered Shipped B/O Item Number Description Discount Unit Price- Ext. Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 UI:61076438148 PACK QTY:12 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 UI:61076484048 PACK QTY:6 3 3 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $137.43 U1:61076438919 PACK QTY:6 9 9 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $362.88 U1:61076438453 PACK QTY:24 12 12 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $513.12 UI:61076471209 PACK QTY:6 17 17 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $684.42 UI:61076438153 PACK QTY:6 10 1Q 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $458.40 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 5389.70 $389.70 UA:610764711977 PACK QTY:12 5 5 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $229.20 UI:61076438902 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 U1:61076438468 PACK QTY:12 16 10 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $631.68 PACK QTY:24 Sub total ` $5,272.78 Free Shipping Misc $0.00 Order 60850 - sms Tax 0.00 MABD 8/18111, Del apt required Freight $0.00 Trade Discount $0.00 Total $5,272.781 ***HISTORICAL*** Invoice INV96612 Vital Pharmaceuticals, Inc. Date 8/1112011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. Customer ID salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5271728 RITEAID MS YRC 2% 10Met 30 8/9/2011 88,483 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 1 1 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $428.28 01:61076438148 PACK QTY:12 5 5 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $1,070.10 01:61076484048 PACK QTY:6 4 4 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $183.24 U1:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 01:61076438453 PACK QTY:24 6 6 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $256.56 01:61076471209 PACK QTY:6 9 9 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $362.34 01:61076438153 PACK QTY:6 14 14 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $641.76 PACK QTY:6 2 2 0 0411 Meltdown 120 caps $0.00 $389.70 $779.40 UA:610764711977 PACK QTYA2 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 UI:61076438902 PACK QTY:24 7 7 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $276.36 UI:61076437061 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 01:61076438468 PACK QTY:12 9 9 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $355.32 PACK QTY:24 24 2 0 0263 Power Rush - Grape 12 k $0.00 $39.48 $947.52 H I S T O R I C A L Invoice INV96612 Vital Pharmaceuticals, Inc. Date 8/11/2011 1600 North Park Dr Page 2 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette 'Buck Camp Hill PA 17011 Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master Na. 5271728 RITEAID MS YRC 2% 10/Net 30 819/2011 88,483 Ordered Shipped B/O Item Number Description Discount - Unit Price Ext. Price PACK QTY:24 Sub total $6,793.57 Free Shipping Misc $0.00 Order 60851 - sms Tax $0.00 MABD 8/18/11, Del apt required Freight $0.00 Trade Discount $0.00 Total $6,793,571 ***HISTORICAL*** Invoice INV96613 Vital Pharmaceuticals, Inc. Date 8/11/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 117011 Contact Person Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID I Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5275762 RITEAID MS YRC 2% 10/Net 30 8/9/2011 88,484 Ordered Shipped B/O Item Number Description Discount Unit Price Ext Price 3 3 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,284.84 01:61076438148 PACK QTY:12 3 3 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $642.06 01:61076484048 PACK QTY:6 9 9 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $412.29 U1:61076438919 PACK QTY:6 24 24 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $967.68 U1:61076438453 PACK QTY:24 30 30 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $1,282.80 U1:61076471209 PACK QTY:6 24 24 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $966.24 UI:61076438153 PACK QTY:6 31 31 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $1,421.04 PACK QTY:6 4 4 0 0411 Meltdown 120 caps $0.00 $389.70 $1,558.80 UA:610764711977 PACK QTY: 12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 01:61076438902 PACK QTY:24 66 66 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $2,605.68 U1:61076437061 PACK QTY:24 3 3 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $1,101.27 UI:61076438468 PACK QTY: 12 93 93 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $3,671.64 PACK QTY:24 49 40 1 0 0263 Power Rush - Grape 12 k $0.00 $39.48 $1,934.52 ***HISTORICAL*** Invoice INV96613 Vital Pharmaceuticals, Inc. Date 8/11/2011 1600 North Park Dr Page 2 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane, Attn: Jeannette Buck Camp Hill PA 17011 Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Salesperson ID Shi in Method Payment Terms Re Ship Date Master No. 5275762 RITEAID MS YRC 2% 10/Net 30 8/912011 88,484 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price - PACK QTY:24 Sub total $18,490.62 Free Shipping Misc $0.00 Order 60852 - sms Tax $0.00 MABD 8/18/11, del apt required Freight; $0.00 Trade Discount 0.00 Total $18,490.62 ***HISTORICAL*** invoice INV96906 Vital Pharmaceuticals, Inc. Date 8/18/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 117011 Contact Person: Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date aster No. 5278372 RITEAID MS YRC 2% 10/Net 30 8/11/2011 88,643 Ordered Shipped B/O Item Number Description Discount Unit Price' Ext. Price 4 4 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $1,713.12 U1:61076438148 PACK QTY: 12 3 3 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $642.06 01:61076484048 PACK QTY:6 12 12 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $549.72 UI:61076438919 PACK QTY:6 12 12 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $483.84 U1:61076438453 PACK QTY:24 5 5 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $213.80 U1:61076471209 PACK QTY:6 9 9 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $362.34 01:61076438153 PACK QTY:6 20 20 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $916.80 PACK QTY:6 3 3 0 0411 Meltdown 120 caps $0.00 $389.70 $1,169.10 UA:610764711977 PACK QTY: 12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 01:61076438902 PACK QTY:24 28 20 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $1,105.44 UI:61076437061 PACK QTY:24 3 3 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $1,101.27 U1:61076438468 PACK QTY: 12 17 17 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $671.16 PACK QTY:24 24 24 0 0263 Power Rush - Grape 12 k $0.00 $39.48 $947.52 ***HISTORICAL*** Invoice INV96906 Vital Pharmaceuticals, Inc. Date 8/18/2011 1600 North Park Dr Page 2 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Suck Camp Hill PA 17011 Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. customer ID Salesperson ID Shipping Method Payment Terms Re Ship Date Master No. 5278372 RITEAID MS YRC 2% 10/Net 30 8/11/2011 88,643 Ordered Shipped BID Item Number Description Discount Unit Price Ext. Price PACK QTY:24 Subt otal $10,517.93 Free Shipping Ord 61008 Misc $0.00 er - sms MABD 8/25/11 Del a t re uired Tax $0.00 , p q Freight $0.00 Trade Discount 0.00 Total - $10,51793 ***H I S T O R [CAL*** Invoice INV96907 Vital Pharmaceuticals, Inc. Date 8118/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette l3uck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Mid Atlantic Dist Cen 601 Chelsea Rd. Perryman MD 21130 Purchase Order No. Customer ID Salesperson ID Shipping Method Pa ment Terms Re Ship Date Master No. 5278368 RITEAID MS YRC 2% 10/Net 30 8/11/2011 88,639 Ordered Shipped BID Item Number Description Discount Unit Pricer Ext Price 48 36 48 36 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $1,932.48 $1,650.24 Sub total $3,582.72 Free Shipping Misc $0.00 Order 61004 - sms Tax $0.00 MABD 8/25/11, Del apt req Freight $0.00 Trade Discount $0.00 Total $3,582.72 ***HISTORICAL*** Invoice INV96908 Vital Pharmaceuticals, Inc. Date 8/18/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette 13uck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid 3931 Rice Mine Road, NE Tuscaloosa AL 35406 Purchase Order No. Customer ID Salesperson ID Shipping Method Payment Terms 1 Re Ship Date Master No. 5278369 RITEAID MS YRC % 10/Net 30 2 8/11/2011 88,640 Ordered Shipped 1 B/O Item Number Description Discount Unit Price Ext. Price , 1 1 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $428.28 U1:61076438148 PACK QTY: 12 2 2 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $91.62 U1:61076438919 PACK QTY:6 5 5 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $201.60 U1:61076438453 PACK QTY:24 5 5 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $213.80 UI:61076471209 PACK QTY:6 5 5 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $201.30 U1:61076438153 PACK QTY:6 4 4 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $183.36 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 $389.70 $389.70 UA:610764711977 PACK QTY:12 2 2' 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $91.68 UI:61076438902 PACK QTY:24 13 13 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $513.24 U1:61076437061 PACK QTY:24 12 12 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $473.76 PACK QTY:24 10 10 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $394.80 PACK QTY:24 Subt otal $3.183.14 Free Shipping O d 61005 MisC $0.00 r er - sms MABD 8/25/11 Del a t rep Tax - $0.00 , p Freight $0.00 Trade' Discount $0.00 Total' $3,1 83.14 ***HISTORICAL*** invoice INV96909 Vital Pharmaceuticals, Inc. Date 8/18/2011 1600 North Park Dr Page 1 Weston FL 3332$-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Ouck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid 3931 Rice Mine Road, NE Tuscaloosa AL 35406 Purchase Order No. Customer ID Salesperson ID Shipping Method Pa ment Terms Re Ship Date Master No. 5278370 RITEAID MS YRC 2% 10/Net 30 8/11/2011 88,641 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 18 13 I i 118 13 0 0 0165 0239 Redline RTD Triple Berry 4 Pack PACK QTY:6 Redline RTD 4 pack - Xtreme Triple Berry PACK QTY:6 $0.00 $0.00 $40.26 $45.84 $724.68 $595.92 Sub total $1,320.60 Free Shipping Misc $0.00 Order 61006 - sms Tax $0.00 MABD 8125/11, Del apt required Freight $0.00 Trade' Discount $0.00 Total 1 320.60 ***HISTORICAL*** Invoice INV96910 Vital Pharmaceuticals, Inc. Date 8/18/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Buck Camp Hill PA 17011 Contact Person Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. Customer ID Salesperson ID Shf in Method Payment Re Ship Date Master No. 5278371 RITEAID MS YRC 2% 10/Net 30 8/11/2011 88,642 Ordered Shipped B/O Item Number Description Discount Unit Price-- Ext. Price 2 2 0 0370 Redline Hardcore - 120 ct $0.00 $428.28 $856.56 01:61076438148 PACK QTY: 12 2 2 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $428.04 U1:61076484048 PACK QTY:6 5 5 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $229.05 01:61076438919 PACK QTY:6 9 9 0 0165 Redline RTD Triple Berry 4 Pack $0.00 $40.32 $362.88 UI:61076438453 PACK QTY:24 4 4 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $171.04 UI:61076471209 PACK QTY:6 3 3 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $120.78 UI:61076438153 PACK QTY:6 8 8 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $366.72 PACK QTY:6 6 6 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $275.04 U1:61076438902 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 L11:61076438468 PACK QTY: 12 13 13 0 0295 Power Rush - Peach Mango (12 pk) $0.00 $39.48 $513.24 PACK QTY:24 Sub total $3,690.44 Free Shipping MISc 0.00 Order 61007 - sms Tax $0.00 MABD 8/25/11, Del apt required Freight $0.00 Trade Discount $0.00 Total $3,690.44 H I S T O R I C A L Invoice INV97240 Vital Pharmaceuticals, Inc. Date 8/25/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane Attn: Jeannette Puck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Rite Aid Liverpool Dist Center 7245 Henry Clay Blvd Liverpool NY 13088 Purchase Order No. customer ID Sales' erson'ID Shipping Method Payment Terms Re Shi Date Master No. 5285315 RITEAID MS YRC 2% 10/Net 30 8/18/2011 88,903 Ordered Shipped B/O Item Number ' Description Discount Unit Price Ext. Price 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 U1:61076484048 PACK QTY:6 2 2 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $78.96 PACK QTY:24 56 56 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $2,210.88 PACK QTY:24 Subt otal $2,503.86 Free Shipping O d 61266 Misc $0.00 r er - sms T x MABD 9/1111 Del a t re Driv t l d a $0.00 , p q. er o un oa . Freight $0.00 Trade Discount $0.00 Total « $2,503.86 **"HISTORICAL*** Invoice INV97241 Vital Pharmaceuticals, Inc. Date 8/25/2011 1600 North Park Dr Page 1 Weston FL 33326-3210 Bill To: Rite Aid 30 Hunter Lane' Attn: Jeannette lBuck Camp Hill PA 17011 Contact Person: Ship To: Rite Aid Woodland Dist Ctr. 1755 East Beamer Street Woodland CA 95776 Purchase Order No. Customer ID Salesperson ID shipping Method Payment Terms Re Ship Date Master No. 5285316 RITEAID MS YRC 2% 10lNet 30 8118!2011 88,917 Ordered Shipped B/O Item Number Description Discount Unit Price Ext. Price 1 1 0 0232 NO Shotgun - Exotic Fruit $0.00 $214.02 $214.02 U1:61076484048 PACK QTY:6 4 4 0 0385 Redline RTD 4 pk - Xtreme Lime $0.00 $45.81 $183.24 UI:61076438919 PACK QTY:6 1 1 0 0306 Meltdown RTD - Watermelon (4 pack) $0.00 $42.76 $42.76 01:61076471209 PACK QTY:6 2 2 0 0296 Redline RTD (4 Pk) - Peach Mango $0.00 $40.26 $80.52 01:61076438153 PACK QTY:6 9 9 0 0336 Redline RTD 4 pack - Xtreme Watermelon $0.00 $45.84 $412.56 PACK QTY:6 1 1 0 0411 Meltdown 120 caps $0.00 $389.70 $389.70 UA:610764711977 PACK QTY: 12 14 14 0 0239 Redline RTD 4 pack - Xtreme Triple Berry $0.00 $45.84 $641.76 U1:61076438902 PACK QTY:24 23 2'3 0 0259 Power Rush - Exotic Fruit (12 pk) $0.00 $39.48 $908.04 UI:61076437061 PACK QTY:24 1 1 0 0383 Redline Black on Blue V.2 Caps-120 $0.00 $367.09 $367.09 U1:61076438468 PACK QTY: 12 11 11 0 0295 Power Rush -Peach Mango (12 pk) $0.00 $39.48 $434.28 PACK QTY:24 22 22 0 0263 Power Rush - Grape (12 pk) $0.00 $39.48 $868.56 PACK QTY:24 Sub total $4,542.53 Free Shipping Misc $0.00 Order 61280 - sms Tax $0.00 MABD 9/1111, Del apt r$q. Driver to unload. Freight $0.00 Trade Discount $0.00 Total $4,542.531 RITE AID HDQTRS. CORP. Plaintiff, vs. VITAL PHARMACEUTICALS, INC., d/b/a V PX/Redline Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW C') NO. 12-2236 CIVIL TERQ' r-- ` r - te r- ? C-) ? . „ c..s DEMANDEIFFr':r_ JURY TRIAL y?tT , -: N-1 CD NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITII INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff, VS. : NO. 12-2236 CIVIL TERM VITAL PHARMACEUTICALS, INC., d/b/a VPX/Redline Defendant. JURY TRIAL DEMANDED AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despues de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 RITE AID HDQTRS. CORP Plaintiff, v. VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO.: NO. 12-2236 CIVIL TERM JURY TRIAL DEMANDED PLAINTIFF'S ANSWER TO DEFENDANT'S NEW MATTER AND COUNTERCLAIM Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by its undersigned attorneys, hereby answers the New Matter and Counterclaim of Vital Pharmaceuticals, Inc., d/b/a VPX/REDLINE("VPX ") as follows: NEW MATTER 44. The Complaint fails to state a claim upon which relief can be granted. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that the Complaint fails to state a claim upon which relief can be granted. 45. RITE AID'S claims are barred by the applicable statute of limitations. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that its claims are barred by the applicable statute of limitations. 46. RITE AID has failed to mitigate damages. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that it has failed to mitigate its damages. 47. RITE AID'S claims are barred by the doctrines of waiver and/or estoppel. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that its claims are barred by the doctrines of waiver and/or estoppel. 48. RITE AID'S claims are barred by the doctrines of accord and satisfaction. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that its claims are barred by the doctrines of accord and satisfaction. 49. RITE AID'S claims are barred by the lack of consideration. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that its claims are barred by a lack of consideration. 50. RITE AID materially breached the terms of the contracts upon which it relies. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that it breached the terms of the contracts upon which it relies. -2- 51. The contracts upon which RITE AID relies are indefinite. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that the contracts upon which it relies are indefinite. 52. RITE AID'S claims are barred by the doctrine of frustration of purpose. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that its claims are barred by the doctrine of frustration of purpose. 53. RITE AID'S claims are barred because the terms of the contract(s) upon which it relies are unconscionable. ANSWER: The allegations contained in this paragraph constitute purported conclusions of law to which no responsive pleading is required. To the extent any response may be required, Rite Aid denies that its claims are barred because the terms of the contract(s) upon which it relies are unconscionable. COUNTER-CLAIM 54. VPX is an active Florida corporation and a leading provider of dietary supplements and beverages. ANSWER: Admits on information and belief. 55. RITE AID is a Pennsylvania corporation with a principal place of business at 30 Hunter Lane, Camp Hill, Cumberland County, Pennsylvania 17011, ANSWER: Admits in part and denies in part. Rite Aid denies that it is a Pennsylvania corporation. To the contrary, Rite Aid is a Delaware corporation. The remaining allegations in this paragraph are admitted. -3- 56. On or about March 18, 2008, VPX and RITE AID entered into a Guaranteed Sales Agreement whereby VPX guaranteed the sale of its products to RITE AID at both Customer Service Centers and retail locations. See Guaranteed Sales Agreement attached to RITE AID'S Complaint at Exhibit "B." ANSWER: Admits. By way of further answer, the Guarantee Sales Agreement ("GSA"), which is attached to the Complaint, is a written document which speaks for itself and any attempt by VPX to characterize the GSA in a manner inconsistent with its terms is specifically denied. 57. Pursuant to the Terms of the Guaranteed Sales Agreement, VPX provided the products ordered by RITE AID to RITE AID'S distribution center for RITE AID'S disbursement to its stores throughout the United States. ANSWER: Admits that VPX was required to provide products ordered by Rite Aid to Rite Aid `s distribution centers for Rite Aid's disbursement to its stores throughout the United States. 58. RITE AID agreed to pay all outstanding invoices for products "promptly, less any and all cash discounts or other debit amounts due to RITE AID." See Guaranteed Sales Agreement attached to RITE AID'S Complaint at Exhibit "B" at ¶ 4. ANSWER: Admits in part and denies in part. Rite Aid admits that VPX has quoted accurately from a portion of the GSA. Rite Aid specifically denies any suggestion that it failed to make any payment due to VPX which such payment was due. 59. The parties' normal course of dealings provided that each purchase order would be submitted to VPX'S processing department; and along with each order, RITE AID received an invoice including the amount and description of each item purchased and the price, tax and total amount due and. owing, in "Net 30 Payment Terms," meaning that payment was to be made within thirty (30) days of the dated invoice, ANSWER: Denies. The business terms between the parties were set forth in the agreements signed by the parties and in Rite Aid's Vendor Compliance Guide. Rite Aid -4- specifically denies that any terms contained in any documents submitted by VPX that in any way contradict the terms of the GSA, the Returns Agreement, the Vendor Compliance Guide, or any other documents signed by both parties is enforceable. 60. Included on each VPX invoice is a "Net 30 Payment Term" obligating RITE AID to pay VPX for the product delivered to RITE AID'S designated distribution center and/or store locations, within thirty (30) days from the date of the invoice, ANSWER: Denies. The business terms between the parties were set forth in the agreements signed by the parties and in Rite Aid's Vendor Compliance Guide. Rite Aid specifically denies that any terms contained in any documents submitted by VPX that in any way contradict those terms is enforceable. 61. On March 23, 2012, VPX forwarded to RITE AID a letter requesting payment in connection with thirty-one (31) invoices that remained outstanding for well over one hundred-eighty (180) days of delivery of VPX product to RITE AID. A copy of VPX's March 23, 2012 demand letter and the referenced invoices are attached hereto as Exhibit "A." ANSWER: Admits in part and denies in part. Admits that on or about March 23, 2012, VPX wrote to Rite Aid requesting payment of certain sums. Denies that VPX was entitled to the requested payment. 62. The sum of the balances of the outstanding invoices amounts to one- hundred sixty-four thousand, seven-hundred forty-two dollars and thirty-five cents ($164,742.35). ANSWER: Admits in part and denies in part. Admits that VPX claims to be owed this amount. Denies that VPX is owed this amount. To the contrary, VPX owes Rite Aid in excess of $80,000. 63. RITE AID refuses to honor its agreement with VPX and refuses to pay VPX for its products which have either been sold by RITE AID, or remain in RITE AID'S possession. -5- ANSWER: Denied. Rite Aid specifically denies that it has failed to honor any agreement with VPX or that it has failed to pay VPX for amounts owed. To the contrary, VPX currently owes Rite Aid in excess of $80,000. COUNT I - BREACH OF CONTRACT 64. Paragraphs 1 through 63 are incorporated by reference as if fully set forth herein. ANSWER: Rite Aid incorporates by reference 1 through 63 above as fully as though the same was set forth at length herein. 65. The Agreement(s) between VPX and RITE AID whereby RITE AID agreed to pay for VPX products delivered to RITE AID constitutes a valid and binding contract(s). ANSWER: Admits in part and denies in part. Rite Aid admits that the GSA and other signed agreements between the parties constitute valid and binding contracts. Rite Aid denies that, pursuant to the terms of those contracts, Rite Aid is required to make any payment to VPX. To the contrary, VPX currently owes Rite Aid in excess of $80,000. Still by way of further response, Rite Aid specifically denies that any terms in any VPX invoice constitutes a term of agreement between VPX and Rite Aid. 66. RITE AID failed to perform its obligations under the Agreement(s) by refusing to pay for VPX products delivered to RITE AID. ANSWER: Denies. Rite Aid specifically denies that it failed to perform any obligations owed to VPX or that it owes any payment to VPX. To the contrary, VPX currently owes Rite Aid in excess of $80,000. -6- 67. Despite VPX's numerous requests and demands, RITE AID has failed and refused to pay for the VPX products which refusal constitutes a breach of the Agreement(s) and course of dealing between the parties. ANSWER: Admits in part and denies in part. Rite Aid admits that VPX has requested that Rite Aid make a payment to it. Rite Aid denies that it owes any money to VPX. To the contrary, VPX currently owes Rite Aid in excess of $80,000. Rite Aid admits that it has not made the requested payment to VPX. Rite Aid denies that its decision not to make payment to VPX constitutes a breach of any agreement between the parties. WHEREFORE, Plaintiff/Counterclaim Defendant, Rite Aid HGQTRS. CORP. request that the Court enter judgment in its favor and against Defendant/Counterclaim Plaintiff, Vital Pharmaceuticals, Inc., d/b/a VPX/REDLINE and dismiss the Counterclaim with prejudice and award Rite Aid its fees and costs and such other relief as the Court deems to be appropriate. COUNT II - UNJUST ENRICHMENT 68. Paragraphs 1 through 67 are incorporated by reference as if fully set forth herein. ANSWER: Rite Aid incorporates by reference I through 67 above as fully as though the same was set forth at length herein. 69. VPX supplied and delivered its products to RITE AID based upon the parties' Agreement(s). ANSWER: Admits in part and denies in part. Rite Aid admits that VPX delivered such products to Rite Aid at various times. Rite Aid specifically denies that Rite Aid owes any money to VPX for product that has been delivered to date. To the contrary, VPX owes Rite Aid in excess of $80,000. -7- 70. RITE AID accepted VPX's products. ANSWER: Admits in part and denies in part. Rite Aid admits that it accepted such of VPX's product. Rite Aid denies that it has accepted all of VPX's product. By way of further answer, Rite Aid incorporates by reference its response to Paragraph 69 above as fully as those same was set forth at length herein. 71. RITE AID has refused and continues to refuse to pay VPX for the products delivered to RITE AID. ANSWER: Admits in part and denies in part. Rite Aid admits that it is not made a payment to VPX for all product that VPX has delivered to Rite Aid to date. Rite Aid specifically denies that it is required to make any such payment or that it currently owes any money to VPX. To the contrary, VPX currently owes Rite Aid in excess of $80,000. Still by way of further response, Rite Aid specifically denies that any terms in any VPX invoice constitutes a term of agreement between VPX and Rite Aid. 72. As a result, RITE AID has been unjustly enriched, ANSWER: Denies. Rite Aid specifically denies that it has been unjustly enriched. By way of further answer, the allegations contained in this paragraph constitute purported conclusion of law to which no responsive pleading is required. Still by way of further answer, Rite Aid incorporates it responses Paragraph 69 through 71 above as fully as though the same was set forth at length herein. WHEREFORE, Plaintiff/Counterclaim Defendant, Rite Aid HGQTRS. CORP. request that the Court enter judgment in its favor and against Defendant/Counterclaim Plaintiff, -8- Vital Pharmaceuticals, Inc., d/b/a VPX/REDLINE and dismiss the Counterclaim with prejudice and award Rite Aid its fees and costs and such other relief as the Court deems to be appropriate. NEW MATTER Rite Aid hereby alleges the following affirmative defenses in its New Matter. By asserting such defenses, Rite Aid assumes no burden not already accorded to it under the law. 1. VPX's claims are barred in whole or in part because they fail to state a claim upon which relief can be granted. 2. VPX's claims are barred in whole or in part for lack of consideration. 3. VPX's claims are barred in whole or part by the equitable doctrines of waiver, laches, estoppel, and/or unclean hands. 4. VPX's claims are barred in whole or in part because it has not suffered any compensable damages. 5. VPX's claims are not well grounded in fact and not warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law. 6. VPX's claims are barred because of its failure or inability to perform under the terms of the relevant contract between the parties. 7. VPX's claims are barred in whole or in part for failure to mitigate damages. 8. VPX's claims are barred in whole or in part for its failure to act in good faith. 9. VPX's claims are barred in whole or in part because of its own material breaches of the agreements with Rite Aid. 10. VPX's claims are barred in whole or in part by the terms of the Guaranteed Sales Agreement and/or Returns Agreement. -9- 11. Rite Aid hereby gives notice that it intends to rely upon such other defenses as may become available or may appear during discovery in this case or otherwise, and Rite Aid hereby reserves the right to amend this Answer to assert any and all such defenses. WHEREFORE, Plaintiff/Counterclaim Defendant, Rite Aid HGQTRS. CORP. request that the Court enter judgment in its favor and against Defendant/Counterclaim Plaintiff, Vital Pharmaceuticals, Inc., d/b/a VPX/REDLINE and dismiss the Counterclaim with prejudice and award Rite Aid its fees and costs and such other relief as the Court deems to be appropriate. Respectfully submitted, r Date: July 3, 2012 / Brian P. Downey (PA 60327) Tucker R. Hull (PA 306426) PEPPER HAMILTON LLP Suite 200, 100 Market Street P.O. Box 1181 Harrisburg, PA 17108-1181 Phone: 717.255.1155 Fax: 717.238.0575 Email: downeyb@pepperlaw.com hullt@pepperlaw.com Attorneys for Rite Aid HDQTRS. CORP. Ric Clarke sign this V on on behalf of Rite Aid MQTRS. CORP., and does hereby verify that the foregoing Answer the New Mader and Cania?claim of Vital Pharmaceuticals, Inc., d/bla VPX/REDLINE was prepared with the assistance and advice of counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or undiscovered ernors, is based upon and therefore limited by the records and information still in existarce, presently recollected and thus far discovered in preparation of this document; and that subject to the limitations set forth hamn, the statements contained in this doamunt are true and correct to the best of his knowledge, information and belief. The language of the foregoing document is that of counsel. It is understood that the stneaerits herein are made subject to the penalties of 18 Pa. C.S.A. 14904 relating to unworn falsification to authorities. Date: ! o?-• Ric Clarke -12- CERTIFICATE OF SERVICE I, certify that that on July 3, 2012, I caused a true and correct copy of the foregoing document was served via United States Mail, postage prepaid, addressed as following: James J. Scanlon, Esquire Ridley, Chuff, Kosierowski, Scanlon, P.C. 520 Spruce Street, Suite 107 Scanton, PA 18053 Tucker R. Hull RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION NO.: 12-2236 ` A c". V. MW T.- - ry, .T.a. rtl C_ VITAL PHARMACEUTICALS, INC., o° d/b/a VPX/REDLINE JURY TRIAL DEMANDED p ? -- Defendant pZ" c ? o --jr: " -+ M) c..n Sa DEFENDANT'S REPLY TO NEW MATTER The Defendant, VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE ("VPX"), by through their attorneys, Ridley, Chuff, Kosierowski & Scanlon, P.C., hereby Replies to the Plainti s, RITE AID HDQTRS. CORP. ("RITE AID"), New Matter to VPX's Counter-Claim, paragraph by paragraph as follows: 1. Denied. The allegations set forth in paragraph 1 of the New Matter are legal conclusions to which no response is required. 2. Denied. The allegations set forth in paragraph 2 of the New Matter are legal conclusions to which no response is required. 3. Denied. The allegations set forth in paragraph 3 of the New Matter are legal conclusions to which no response is required. 4. Denied. The allegations set forth in paragraph 4 of the New Matter are legal conclusi ns to which no response is required. 5. Denied. The allegations set forth in paragraph 5 of the New Matter are legal conclusi ns to which no response is required. 6. Denied. The allegations set forth in paragraph 6 of the New Matter are legal conclusions to which no response is required. 7. Denied. The allegations set forth in paragraph 7 of the New Matter are legal conclusi?w to which no response is required. 8. Denied. The allegations set forth in paragraph 8 of the New Matter are legal conclusi ns to which no response is required. 9. Denied. The allegations set forth in paragraph 9 of the New Matter are legal conclusions to which no response is required. 10. Denied. The allegations set forth in paragraph 10 of the New Matter are legal conclusions to which no response is required. 11. Denied. The allegations set forth in paragraph 11 of the New Matter are legal conclusions to which no response is required. WHEREFORE, VPX demands that the Complaint be dismissed in its entirety, with prejudi e, and that it be awarded attorney's fees, plus costs and interest and that VPX be granted judgment agai st Plaintiff/Counter-Claim Defendant, RITE AID HDQTRS. CORP., in an amount that exceeds fifty- thousand ($50,000.00) Dollars, plus fees and costs, and such other relief as the Court deems just nd appropriate. pectfullyrWbmitteA, Ja*fes J. Scm4 hi, Esquire RIDLEY, CHUFF, KOSIEROWSKI & SCANLON, P.C. Attorney I.D. No. 79557 400 Broad Street Milford, PA 18337 (570) 296-5553 Attorneys for VITAL PHARMACEUTICALS RITE AID HDQTRS. CORP. Plaintiff V. VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO.: 12-2236 JURY TRIAL DEMANDED CERTIFICATE OF SERVICE James J. Scanlon, Esquire, hereby certifies that on August 2, 2012, he forwarded he Defendant's Reply to New Matter, by first class U.S. Mail to the following: Brian P. Downey, Esq. PEPPER HAMILTON, LLP Suite 200, 100 Market Street P.O Box 1181 Harrisburg, PA 17108-1181 I ?? , 4a.,v, Ja J. Scanlon VERIFICATION I, JAMES J. SCANLON, ESQ., hereby depose and state that I am the attorney for Defendant/Counterclaim Plaintiff corporation in this matter; that the President of the company is unavailable to execute this Verification at present; that 1 have reviewed the Reply to New Matter; nd that the facts contained in the Reply to New Matter are true and correct to the best of my knowledge, information and belief. This Verification is made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsifications to authorities. JAMES J. r RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY., PENNSYLVANIA Plaintiff <- CIVIL ACTION NO.: 12-2236 c::, V. v =K 'ra r , VITAL PHARMACEUTICALS, INC., f- d/b/a VPX/REDLINE JURY TRIAL DEMANDED �< - Defendant _.. - CD VITAL PHARMACEUTICALS INC 'S d/b/a VPX/REDLINE MOTION FOR PROTECTIVE ORDER VITAL PHARMACEUTICALS, INC. d/b/a VPX/REDLINE ("VPX"), by and through its attorneys, Ridley, Chuff, Kosierowski & Scanlon, P.C., hereby moves for a protective order in connection with a Notice for Deposition of VPX'S Corporate Designee. In support of VPX'S request, it states as follows: 1. On or about April 6, 2012, RITE AID HDQTRS. CORP. ("RITE AID") commenced this action against VPX in the Cumberland County Pennsylvania Court of Common Pleas. The lawsuit includes claims for breach of contract and unjust enrichment; 2. RITE AID is a Delaware corporation and has a principal place of business in Camp Hill, Cumberland County, Pennsylvania; 3. On or about May 31, 2012, VPX filed an Answer and New Matter to the Complaint as well as a Counter-Claim premised upon claims for breach of contract and unjust enrichment; 4. VPX is a Florida corporation with a principal place of business in Weston, Florida; 5. On or about July 3, 2012, RITE AID filed an Answer to VPX'S New Matter and Counter-Claim; 6. On or about August 7, 2012,VPX filed a Reply to RITE AID'S New Matter; 7. The pleadings in this matter are now closed and RITE AID and VPX are presently engaged in discovery; 8. On or about February 18, 2013, RITE AID forwarded a Notice of Deposition to VPX's counsel scheduling the deposition of VPX'S corporate designee for Friday, March 29, 2013 at Pepper Hamilton, LLP, 100 Market Street,Harrisburg, Pennsylvania; 9. The appropriate corporate designee for purposes of the deposition is John H. Owoc, Owner and CEO of VPX: 10. VPX and its corporate designee are located eleven hundred sixty-five (1165) miles away from the location of the scheduled deposition in Harrisburg. Pennsylvania; 11. Requiring Mr. Owoc to travel this distance for a deposition in a matter that he is not an individually named defendant is overly burdensome and unduly expensive. Accordingly, Mr. Owoc should not be compelled to attend and RITE AID should be required to conduct Mr. Owoc's deposition in Florida or by telephone. LEGAL ARGUMENT 12. Pennsylvania Rule of Civil Procedure 4011 provides: "No discovery or deposition shall be permitted which . . . (b) would cause unreasonable annoyance, embarrassment, oppression, burden or expense to the deponent or any person or party; . . ." 13. Pennsylvania Rule of Civil Procedure 4012 provides: "(a) Upon motion by a party or by the person from whom discovery or deposition is sought, and for good cause shown, the court may make any order which justice requires to protect a party or person from unreasonable annoyance, embarrassment, oppression, burden or expense, including one or more of the following: . . . (2) that the discovery or deposition shall be only on specified terms and conditions, including a designation of time and place;" 14. A motion for a protective order against discovery may be granted where justice requires and upon a showing of a good cause. Goodrich-Amram 2d, § 4012(a):7. The question whether good cause exists is a matter that falls within the discretion of court. Allegheny West Civic Council Inc. v. City Council of Pittsburgh, 86 Pa. Commw. 308, 484 A.2d 863 (1984). The party moving for a protective order bears the burden of establishing that the requested discovery is objectionable and that good cause exists for granting such a motion. Chrysler v. Zigray, 7 D. & C. 4'408 (1990); Ornsteen v. Bass, 50 D. & C. 3d 371 (1988); 15. Pennsylvania case law is sparse on the issue of where oral depositions of out-of-country or out-of-state corporate officials or employees should be taken. However, there is substantial federal authority on the issue. Pennington v. Ceprum, 32 Pa. D. & C. 4' 75 (Northampton County Court of Common Pleas 1996). The general rule in federal litigation is that, in the absence of special circumstances, a party seeking discovery must go where the desired witnesses are normally located based upon the rationale that the plaintiff is the party who chooses the forum, not the defendant. Farquhar v. Shelden, 116 F.R.D. 70 (E.D. Mich. 1987). With respect to corporate defendants and their officers and employees, the general rule is "the deposition of a corporation by its agents and officers should ordinarily be taken at its principal place of business." 8 C. Wright and A. Miller, Federal Practice and Procedure § 2112 (1970). See Salter v. Upjohn Co., 593 F.2d 649 (C.A. 5, 1979); 16. Good cause exists for the entry of a protective order in this instance because the presence of VPX's CEO at a deposition in Pennsylvania would require him to travel over eleven hundred sixty-five (1165) miles away from VPX'S headquarters in Weston, Florida at a time when Mr. Owoc is required to attend to the daily obligations of the corporation. VPX is a small company and Mr. Owoc's daily presence on site is vital to the basic function of the business; 17. As well, the expense of travel and lodging for VPX's corporate designee would be unduly burdensome.See Pennsylvania Rule of Civil Procedure 4008 which provides that if a deposition is to be taken by oral examination more than 100 miles away from the courthouse, the court may make an order requiring the payment of reasonable expenses including attorneys' fees, Rapoport v. Sirott, 418 Pa. 50, 209 A.2d 421 (1965); 18. RITE AID has chosen to sue VPX, a Florida company, in Cumberland County, Pennsylvania. VPX has not initiated this action in this forum. Thus, RITE AID should be the party that is required to travel to Florida to conduct the deposition of VPX's corporate designee in the company's home state where its corporate headquarters is located. Alternatively, RITE AID may conduct the deposition of Mr. Owoc via telephone. WHEREFORE, VPX Pharmaceuticals, Inc. d/b/a VPX/REDLINE requests that this Honorable Court issue a Protective Order in favor of VPX precluding the in-person deposition of VPX'S corporate designee to commence in Harrisburg, Pennsylvania on March 29, 2013. Respectfully submitted, MMES J. S NLON, ESQ. Ridley, Chuff Kosierowski& Scanlon, P.C. 400 Broad Street Milford, PA 18337 Counsel for Vital Pharmaceuticals, Inc. VERIFICATIQN I, JAMES J. SCANLON, ESQ., hereby depose and state that I am the attorney for the Defendant/Counterclaim Plaintiff corporation in this matter; that the President of the company is unavailable to execute this Verification at present; that I have reviewed the Motion for Protective Order; and that the facts contained in the motion are true and correct to the best of my knowledge, information and belief. This Verification is made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsifications to authorities. ES J. ANLON RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION NO.: 12-2236 V. VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE JURY TRIAL DEMANDED Defendant CERTIFICATE OF SERVICE James J. Scanlon, Esquire, hereby certifies that on March 21, 2013, he forwarded the Defendant's Motion for Protective Order, by first class U.S. Mail to the following: Brian P. Downey,Esq. PEPPER HAMILTON, LLP Suite 200, 100 Market Street P.O Box 1181 Harrisburg, PA 17108-1181 oevj, / #es J. Sc n RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION NO.: 12-2236 V. VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE JURY TRIAL DEMANDED Defendant RULE AND NOW, this -27 day of March, 2013, upon consideration of Vital Pharmaceuticals, t Inc.'s d/b/a VPX/REDLINE ("VPX") Motion for a Protective Order, it is hereby ORDERED that: 1. A Rule is issued upon Rite Aid Hdqtrs. Corp. ("Rite Aid") to show cause why VPX is not entitled to the relief requested. 2. The Rule is Returnable for Answer only in 0 days from the date that this Rule is served upon Rite Aid. 3. If no Answer is filed by the specified date, this Rule may be made absolute upon Motion of counsel. 4. If an Answer is filed, either party may petition for a Hearing or Argument, as ,appropriate, to be held at the Cumberland County Courthouse, Carlisle, Pennsylvania. 5. The deposition of the corporate designee of VPX scheduled to commence on March 29, 2013 is hereby Stayed until the present Motion for a Protective Order is adjudicated. 6. Attorney James J. Scanlon is hereby Ordered to serve a copy of this Rule and Motion upon counsel to Rite Aid and file proof of service thereafter. THE 2013 MAR 28 AM 8: cc's CUMBERLAND COUNf PENNSYLVANIA fi 0. Q t:, U U RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff, VS. CIVIL ACTION NO. 12-2236 C) VITAL PHARMACEUTICALS, INC., M.- d/b/a VPX/REDLINE, -<> C) r— 4C) Defendant. =-r-, *C-' =� PLAINTIFF RITE AID HDQTRS. COWS RESPONSE TO DEFENDANT'S MOTION FOR PROTECTIVE ORDER 1. INTRODUCTION Vital Pharmaceuticals, Inc.'s,d/b/a VPX/Redline("VPX")unwarranted motion for a protective order seeking to shield its corporate designee from being deposed in Pennsylvania should be denied. VPX has not provided any cause,much less the good cause required here, for the issuance of a protective order. Surprisingly, in its submission to this Court VPX omitted the most important details: VPX agreed to litigate this case here in Cumberland County, Pennsylvania,and this Court has already ruled on two separate occasions that the forum selection clause at issue in this case means that the corporate representative must appear for his or her deposition here in Pennsylvania. VPX has not provided any basis to be excused from its obligations under that agreement. Accordingly,VPX's motion should be denied and VPX should be ordered to produce a witness for a corporate designee deposition in Pennsylvania. U. BACKGROUND This dispute arises out of plaintiff Rite Aid HDQTRS. Corp.'s("Rite Aid")efforts to enforce its rights under a Guaranteed Sales Agreement("GSA")with VPX A true and correct copy of this agreement is attached as Exhibit A. In the GSA, Rite Aid and VPX agreed not only that Pennsylvania law would govern their relationship but that any"lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania." Id. ¶6. Rite Aid initiated this action on April 9, 2012,and on February 15, 2013, noticed a corporate designee deposition for March 29,2013 in Pennsylvania. Among other topics, Rite Aid seeks to depose VPX regarding the allegations made in the counterclaim it filed against Rite Aid in this court on or about May 30,2012. VPX waited approximately one month after receiving the deposition notice to file a Motion for a Protective Order on or about March 21,2013.1 Nowhere in its papers did VPX disclose either of the following two critical facts: (1)it had already agreed in the GSA to litigate this dispute in this forum; and(2)this Court has held on two separate occasions that depositions of this nature should proceed in this forum. Having neglected to inform the Court of either of these facts, VPX then relied upon irrelevant federal law and the absurd proposition that VPX cannot function without its CEO's being continuously on-site at its Florida office. As explained below,VPX's position is unsupportable. This Court has very recently decided the identical issue of whether an out-of-state corporate designee can be required to come to Pennsylvania in another case involving a contractual venue provision requiring litigation to be brought in the Cumberland County Court of Common Pleas. See Unical Enterprises, Inc. v. Rite Aid Corp.,Civ.No, 11-5350(C.P. Cumberland March 11, 2013)(denying out-of-state plaintiff's motion for protective order and requiring corporate designee to travel to Commonwealth for deposition or to pay for travel expenses of Rite Aid attorney to take deposition in California). Order attached as Ex. B. See also Dettinger v. Fry Communications, Inc., 49 Pa. D. & C.3d 106(C.P. Cumberland 1988) (indicating a preference that depositions in suits filed in Cumberland County be held in `Undersigned counsel did not receive this motion until March 26,2013,three days before the deposition. -2- Cumberland County),Biotest Laboratories, LLC v. Rite Aid Corp.,No. 07-6783 (C.P. Cumberland, May 21, 2009) (denying out-of-state plaintiff's motion for a protective order and requiring plaintiff to produce its corporate designee from Colorado in Pennsylvania for deposition or to pay for travel expenses of Rite Aid attorney to take deposition in Colorado). Order attached as Ex. C. These cases make clear that this Court routinely requires an out-of-state corporate designee to appear for deposition in the Commonwealth. VPX has cited to no Pennsylvania cases to the contrary. Rather,VPX has asserted the general proposition that,under the Federal Rules of Civil Procedure (which do not apply here),depositions usually take place where the deponent is located. Of course,VPX does not address any case where, as here,a party entered into an agreement to litigate in a particular forum, actively pursues a claim in that forum,and then refuses to present its corporate designee in that forum for deposition. Nor has VPX presented any special circumstances as to why its representative, Mr. Owoc,could not travel to Pennsylvania for deposition. VPX's claim that the expense of travel would be"unduly burdensome"is simply not credible. See Mot.117. The roundtrip cost for a flight between Fort Lauderdale, Florida(the closest major airport to Weston, Florida)and Harrisburg is around$586,see Ex. D,hardly an overwhelming sum. VPX also claims that Mr. Owoc is apparently tethered to VPX's headquarters in Florida and the business cannot function without him. The notion that in this day of easy electronic communication,VPX's chosen designee is required to be on site in Florida at all times is absurd. It is also false. Even a cursory web search reveals that Mr. Owoc has traveled to such locations as New York City and Indianapolis(for the Indy 500). See. Ex. E. Notwithstanding these journeys,both of which are farther than the trip from Weston to Harrisburg,VPX managed to survive Mr. Owoc's absence. -3- In an effort to resolve this matter amicably,undersigned counsel offered to hold the deposition in Florida on the condition that VPX pay the travel-related fees and expenses of Rite Aid counsel. See Email of Brian Downey to James Scanlon dated March 27, 2013,attached as Ex. F. To date, VPX has not agreed to this reasonable accommodation. VPX has not even come close here to showing good cause as to why a corporate deposition should not take place in Pennsylvania where VPX agreed to litigate this matter. As such, VPX's Motion for a Protective order should be denied. Rite Aid further,by and through its undersigned counsel, specifically responds to VPX's Motion for Protective Order as follows and cross-moves to compel the deposition of the corporate designee of VPX: 1. Admitted. 2. Admitted. 3. Admitted. By way of further answer,VPX filed its Answer,New Matter and Counterclaim on May 30,2012. 4. Admitted upon information and belief. 5. Admitted. 6. Denied. VPX filed its Reply to New Matter on August 2,2012. 7. Admitted. 8. Admitted in part and denied as stated. Rite Aid served the Notice of Deposition on February 15,2013. 9. Admitted in part and denied in part. Rite Aid admits that Mr. Owoc is CEO of VPX. After reasonable investigation, Rite Aid is without knowledge as to the remaining averments of Paragraph 9. -4- 10. Admitted. By way of further answer, VPX chose to do business with a company located in Cumberland County, chose to sign an agreement containing a venue provision requiring litigation to be brought in Pennsylvania, and chose to assert a counterclaim in this matter brought in Pennsylvania. Still by way of further answer,travel to Harrisburg is less distance than publically available records show Mr. Owoc having travelled for speaking engagements or to attend sporting events. 11. Denied. By way of further answer,VPX chose to do business with a company located in Cumberland County, chose to sign an agreement containing a venue provision requiring litigation to be brought in Pennsylvania, and chose to assert a counterclaim in this matter brought in Pennsylvania. Rite Aid is entitled to conduct a deposition of VPX's corporate designee in Pennsylvania. Travel from Florida to Pennsylvania is not overly burdensome or unduly expensive,see Ex. D,and Mr. Owoc has shown he has the ability to travel to farther destinations than Pennsylvania when he so desires. See Ex. E. Further,Rite Aid is entitled to take VPX's corporate designee deposition in person and should not be required to incur the expense of having its counsel travel to Florida to do so. 12. Rite Aid admits that VPX quotes from Pennsylvania Rule of Civil Procedure 4011. Rite Aid denies that requiring the corporate designee of a company that chose to litigate in Pennsylvania to travel to Pennsylvania for deposition would cause"unreasonable annoyance, embarrassment,oppression,burden or expense." By way of further answer, Paragraph 12 states a conclusion of law to which no response is required. 13. Rite Aid admits that VPX quotes from Pennsylvania Rule of Civil Procedure 4012. Rite Aid denies that requiring the corporate designee of a company that chose to litigate in Pennsylvania to travel to Pennsylvania for deposition would cause"unreasonable -5- annoyance, embarrassment, oppression, burden or expense"and denies that VPX has shown good cause for the issuance of a protective order. By way of further answer,Paragraph 13 states a conclusion of law to which no response is required. 14. Rite Aid admits that VPX recites the standard for the issuance of a protective order and that VPX bears the burden of showing good cause exists for such issuance. Rite Aid denies that VPX has shown good cause for the issuance of a protective order. By way of further answer, Paragraph 14 states a conclusion of law to which no response is required. 15. Paragraph 15 states a conclusion of law to which no response is required. By way of further answer,this Court has just recently addressed this very issue of where the corporate designee deposition of an out-of-state designee may be taken. See Unical Enterprises, Inc. v. Rite Aid Corp., Civ. No. 11-5350 (C.P. Cumberland March 11,2013)(order denying out- of-state plaintiff's motion for protective order and requiring corporate designee to travel to Commonwealth for deposition or to pay for travel expenses of Rite Aid attorney to take deposition in California). See also Dettinger v. Fry Communications, Inc.,49 Pa. D. & C.3d 106 (C.P. Cumberland 1988)(indicating a preference that depositions in suits filed in Cumberland County be held in Cumberland County);Biotest Laboratories, LLC v. Rite Aid Corp.,No. 07- 6783 (C.P. Cumberland,May 21,2009)(order denying out-of-state plaintiff's motion for a protective order and requiring plaintiff"to produce its corporate designee from Colorado to Pennsylvania for deposition). Moreover, while VPX cites to federal law's general proposition that a corporate party's deposition ordinarily takes place at the corporate party's principal place of business, it neglects to explain that in situations where a party has chosen to sue in some other location other than where it resides,courts have found that the party must make itself available for deposition in that location. See McClain v. Camouflage Associates, Civ.No. 93-994, 1994 -6- U.S. Dist. LEXIS 3676, at *4 (E.D. Pa. March 25, 1994) ("It is well-established that a plaintiff must make himself available for deposition in the district in which he has brought suit."). Here, VPX has chosen to bring a claim against Rite Aid in this jurisdiction and,therefore,must make itself available for deposition where it has brought suit. 16. Denied. By way of further answer,Paragraph 16 states a conclusion of law to which no response is required. Still by way of further answer,VPX chose to do business with a company located in Cumberland County,chose to sign an agreement containing a venue provision requiring litigation to be brought in Pennsylvania, and chose to assert a counterclaim in this matter brought in Pennsylvania. Rite Aid is entitled to conduct a deposition of VPX's corporate designee in person,in Pennsylvania. Conducting a deposition by telephone is not a viable option. Rite Aid would be prejudiced by not having the ability to personally interact with the witness and would also be prejudiced by having to overcome the difficulties of conducting a document-intensive deposition by phone. 17. Denied. To the extent Paragraph 17 states a conclusion of law,no response is required. By way of further answer,VPX chose to do business with a company located in Cumberland County, chose to sign an agreement containing a venue provision requiring litigation to be brought in Pennsylvania, and chose to assert a counterclaim in this matter brought in Pennsylvania. Rite Aid is entitled to conduct a deposition of VPX's corporate I designee in person, in Pennsylvania. As stated,the cost of a flight between Fort Lauderdale, Florida and Harrisburg is around$586,see Ex. D,and Mr. Owoc has shown he has the ability to travel to farther destinations than Pennsylvania when he so desires. See Ex. E. Further, conducting a deposition by telephone is not a viable option. Rite Aid would be prejudiced by not -7- having the ability to personally interact with the witness and would also be prejudiced by having to overcome the difficulties of conducting a document-intensive deposition by phone. 18. Rite Aid admits only that it sued VPX in Pennsylvania pursuant to the venue provision in the GSA that VPX chose to sign. Rite Aid denies the remaining averments of Paragraph 18. By way of further answer,VPX chose to do business with a company located in Cumberland County, chose to sign an agreement containing a venue provision requiring litigation to be brought in Pennsylvania, and chose to assert a counterclaim in this matter brought in Pennsylvania. Rite Aid is entitled to conduct a deposition of VPX's corporate designee in person, in Pennsylvania. Conducting a deposition by telephone is not a viable option. Rite Aid would be prejudiced by not having the ability to personally interact with the witness and would also be prejudiced by having to overcome the difficulties of conducting a document-intensive deposition by phone. -8- WHEREFORE, Plaintiff Rite Aid HDQTRS. Corp.requests that this Honorable Court: (1)deny VPX's Motion for Protective Order; (2)compel VPX to produce a corporate designee for deposition at a mutually convenient date and time at the offices of Pepper Hamilton LLP in Harrisburg, Pennsylvania, within twenty(20)days of the date of this Court's order;or in the alternative, order VPX to pay the travel-related fees and expenses(including counsel's travel time and lodging)of Rite Aid counsel to conduct the deposition in Florida; and, (3)grant it such other relief as the Court deems just and proper. Respectfully submitted, Date: April 12, 2013 Brian P. Downey(PA 59891) Kathleen A. Mullen(PA 84604) PEPPER HAMILTON LLP Suite 200, 100 Market Street P.O. Box 1181 Harrisburg,PA 17108-1181 Phone: (717)255-1155 Fax: (717)238-0575 Email: downeyb@pepperlaw.com mullenk@pepperlaw.com Attorneys for Plaintiff -9- -- RITE AID GUARANTEED SALES AGREEMENT Rite Aid will consider Vendoroon*duct(a)for distribution and Sale Linder the terms and conditions set forth in this Agreement. |nconsideration of Rite Aid's agreement no review anew entry into its mix. as wo|| as in consideration nf the mutual premises contained herein. the parties agree as h`Unns | Vendor will guarantee the sale nf Vendor's pnoduct(o)tp Rite Aid wtboth Customer Service[cntrm(ie.distribution centers)and retail locations. Z. During,the first one hundred twenty(|2D)days.or such other period as Rite Aid may determine in its sole discretion (it being understood by Vendor that Rite Aid/nay terminate this Agreement in its sole discretion at an)- time. for any reason whatsoever) h`||o%�in8 the date if the Vendor's first delivery ofpnoduc«s>uo Rite Aid(the''Rovirw Pcriod'). Vendor's account will be on a review status toprnn(i: Rite Aid to assess the performance oythe product(s). After the Review Period. Rio:Aid will pay only for those product(s)[hut are actually sold. and Rite Aid's payment will he reduced h,. an,,y and all cash dimoounmmr other de6bwnnounts(inu|udin@. but not limited to. udvenixing. displays. murkdowns and price protection)due tn Rite Aid. If at the end oy the Review Period. R\te Aiddctenninex, in its sole discretion. that the Yondur'uproducKs) i»not selling a\un acceptable rate. then Rite Aid N%ill have the right to(a) require Vendor to revie%% and moJi|\ Vendor'smorketio@p|untoonsurpfvturemucoxssunJ (h)extcndthcdumdo(co[ the original invoice submitted by Vendor. Rite Aid also has the right to require o cash payment.os described in paragraph(])bc{ow. The [bmoyoing rights are not exclusive, At } the end n[tile Review Period. Rite Aid may terminate this Agreement,place the Vendor oil Rite Aid's custnman,payment terms.or extend the Rcvic« Period wy Rite Aid. inits sole discretion, so desires. l )fut any time Rite Aid determines |n its sole discretion that V*ndwr'sorodvo(x) performance continues unbeunacceptable. Rite Aid will have the right wnreturn at Vendor's expense all unsold product(s)to Vendor*s facilitv in return for Vendor*s cash payment to Rite Aid for any products for which Rite Aid hus paid. but have not been sold, Vendor's payment tu Rite Aid shall be made(o)hy wire transfer nFimmediately available funds or certified check. and(b) no later than fifteen ( 15)days after Rite Aid has returned the pnoduc4u). Vendor acknowledges and agrees that in the event that unvoy Vendor's allowances are funded with -free product** from Vendor. that -free product" will he treated identically to product purchased from Vendor by Rite Aid, This includes. but is not limited /o. returns of this product to Vendor, 4. ( pon settlement nfVendor^s account.all outstanding invoices «i|! he paid pponmpt|!. !mss an)and all cash discounts or other debit amounts due /* RiteAid. o"."d ,.���'wr RA0002 �. Tile terms and conditions of this Agreement are in addition to. and in no way limit. Rite Aid's rights and remedies under Rite Aid's Vendor Profile. standard terns and conditions or purchase orders. In the event of inconsistency between the terms and conditions of the Agreement and any of the foregoing documents. this Agreement will govern. 6. The parties agree that Pennsylvania law governs this Agreement not %0thstanding its conflicts of lacy provisions. Any lawsuit brought % ith regard to this Guaranteed Sales .Agreement will be venued in the Court of Common Pleas. Cumberland COUnty. Pennsylvania. 7. The parties specifically agree that 13 Pa. C.S.A. $2326& 2327(b)are inapplicable and that Vendor"ill accept returned goods in their"as-is"condition. g. A II returns are at risk of vendor, 9. Vendor can not assign any product covered by this Agreement to any third party%vithout the express written consent of Vice President of Categor% Management. Rite Aid is enthusiastic about the opportunity to distribute product(s) into the marketplace. it Aid %%isles you every success in your endeavor to provide a product that is unique. Please alloy% Rite Aid to assist you in your distribution needs by arranging for a duly authorized officer to sign and date this Agreement on behalf of your compan%. and return the executed letter to Rite Aid's Merchandising Department. r­ Vendor: 69 5a_S �Lr, Y10 9 C fly: Title: t t Oil Authori Sign e Date: RA0003 UNICAL ENTERPRISES, INC., IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACTION-LAW NO. 11-5350 CIVIL RITE AID CORPORATION, Defendant IN RE: PLAINTIFF'S MOTION FOR PROTECTIVE ORDER AND DEFENDANT'S CROSS-MOTION TO COMPEL ORDER AND NOW, this day of March, 2013, following argument, it is ordered and directed that the Plaintiffs Motion for Protective Order is DENIED and the Defendant's Cross- Motion to Compel is GRANTED. The defendant, Rite Aid Corporation, may require the corporate designee of the Plaintiff to travel to the Commonwealth of Pennsylvania for the purpose of providing deposition testimony; provided, however, that, in the alternative, Plaintiff, Unical Enterprises, Inc., shall have the option to pay for travel expenses and fees, counsel's time, and lodging of Defendant's counsel to travel to the State of California for the purpose of obtaining the deposition testimony of Plaintiffs corporate designee, in which case the deposition shall be conducted in California. BY THE COURT, Kevin Hess,P. J. M 22Zn rn r— mr" <> C3 Z: Ao 3-n C Qlc-, Jennifer L. Tis, Esquire Bernstein Law Firm, PC Suite 2200 Gulf Tower Pittsburgh, PA 15219 For the Plaintiff Christian C. Hugel, Esquire 502 Market Street Lemoyne, PA 17043 For the Plaintiff Justin Webber, Esquire Pepper Hamilton LLP 100 Market Street, Suite 200 P. O. Box 1181 Harrisburg,PA 17108-1181 For the Defendant Am BIOTEST�ABORATORIES, : IN THE COURT OF COMMON PLEAS OF LLC, CUMBERLAND COUNTY, PENNSYLVANIA P14tiff V. : CIVIL ACTION—LAW RITE AID CORPORATION, De ndant NO. 07-6783 CIVIL TERM AND NOW, this 21'4 day of May, 2009, upon consideration of the Motion for Protective Order of Plaintiff, Biotest Laboratories, LLC, and following a telephone confem= on May 20, 2009, with Stephen L. Banko, Jr., counsel for Plaintiff, and Justin G. Weber, counsel for Defendant, in which counsel argued their positions on the Motion, the motioi i I is denied and Defendant Rite Aid Corporation may require the corporate designee cf Plaintiff to travel to the Commonwealth of Pennsylvania for the purpose of providing deposition testimony, provided, however, that, in the alternative, Plaintiff Biotest L ratories, LLC, shall have the option to pay for travel expenses and fees, counsel's 'me, and lodging of Defendant's counsel to travel to the State of Colorado for the p of obtaining the deposition testimony of Plaintiff's corporate designee, in which c the deposition shall be conducted in Colorado. BY THE COURT, J esley Oler r., . 2099 MAY 21 F-', 3. 19 Stephen L.1 Banko, Jr., Esquire Margolis delstein 3510 T ' It Road Camp Hill PA 17011 Attorney Plaintiff Vuatin 0. giber, Esquire Pepper H ilton, LLP Suite 200 100 Mark Street P.O. 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United I Stop 2 Seats Left at this Price Flights 621/4808 Total Round-Trip Flight 4808 operated by COMMUTAIR DBA UNITED EXPRESS $C•7 SS a 60 a Depart M AM Ft Lauderdale/Hollywood,FL(FLL) Per Person Arrive:1:40 PM Harrisburg,PA(MDT) Connect in:Newark Total Travel Time:5 hrs 32 mins S"Right Dahtea Delta Air Lines 1 Stop Guaranteed Best Price Flights 1904/4201 Total Round-Trip Fiight4201 operated by PINNACLE DBA DELTA CONNECTION $585 a Vii./ Depart:8:10 AM Ft Lauderdale/Hollywood,FL(FLL) Per Person [ Arrive:3:20 PM Harrisburg,PA(MDT) { Connect in:Detroit Total Travel Time:7 hrs 10 mins see Fagtit nebtas AS1 Aniterican Airlines 1 Stop Guaranteed Best Price Flights 558/3981 Total Round-Trip Flight 3981 operated by AMERICAN EAGLE AIRLINES $S85.60 Depart:830 AM Ft Lauderdale/Hollywood,FL(FLL) Per Person Arrive: in:PM Harrisburg,PA(MDT) Gannett t in:Chicago Total Travel Time:8 hrs 20 mins Sea F 4M oftatl. .& Delia Air Units I slap Guaranteed Best Price flights 2326/4156 Total Round-Trip -T Flight 4156 operated by PINNACLE OBA DELTA CONNECTION $585.Vl/ Depart:Boo AM Ft Laudordale/Holhi%xid,FL(Flt) Per Person Arrive:2:53 PM Harrisburg,PA(MDT) Connect in:Atlanta Total Travel Time:5 hrs 53 mins Sea Fnd1t Dete46 Delta Air Lines I Stop Guaranteed Best Price Flights 1202/4201 Total Round-Trip Flight 4201 operated by PINNACLE DBA DELTA CONNECTION $585e�an Depart:9:50 AM Ft Lauderdale/Holkywood,FL(FLL) Per Person Connect 310 PM Harrisburg,PA(MDT) Cattnect in:Detroit Total Travel Time:5 hrs 30 mins set Fw*Details http://travel.travelocity.com/flijzhtvAnitialCpareh An9c,%nj;_o'rD A I r Y nn,<Trjr a I-_. Travelocity - Outbound Search Results page 3 of 4 �.Delta Air Unes 1 stop Guaranteed Best Price Flights 1202/3695 Total Round-Trip flight 3695 operated by PINNACLE DBA DELTA CONNECTION $585.60 Depart:9:50 AM Ft Lauderdale/Hollywood,FL iFLL) •7 Per Person Arrive:4•.5 PM Harristurg,PA(MDT)Connect in::Detroit Total Travel Time:7 his See right CMS; Deka Air Lines 1 Stop Guaranteed Best Price Flights 2225/4156 Total Round-Trip Flight 4156 operated by PINNACLE DBA DELTA CONNECTION $585.60 Depart:10:15 AM Ft Lauderdate7Hotlywood,Ft.(FLL) Per Person Arrive:2:53 PM Harrisburg,PA{h'IDTj - Connectin:Atlanta Total Travel Time 4 his 38 mins See Flight Details }�Delta Air Unes 1 stop Guaranteed Best Price Flights 252/3695 Total Round-Trip Flight 3695 operated by PINNACLE DBA DELTA CONNECTION $585.60 Depart;11:18 AM Ft tauderdale/Hollywood,FL(FLL) Per Person Arrive:4:$0 Harrisburg,PA(MDT) ■ Connect in:Detroit Total Travel Time 5 hrs 32 dins See Fight fetaes ♦ Delta Air Lines 1 Stop Guaranteed Best Price Flights 1589/5108 Total Round-Trip Flight 5108 operated by EXPRESS)ET DBA DELTA CONNECTION $585.60 Depart:11:30 AM Ft Lauderdale/Hollywood,FL(FLL) Per Person Arrive:t 611 Im PM Harrisburg,PA{MDT} ■� Connect In:Atlanta Total Travel lime:6 hrs 41 mins see night resas United 1 Stop i Seat Leh at this Price i - Flights 1666/5006 Total Round-Trip Flight 5006 operated by COMMUTAIR DBA UNITED EXPRESS $585.60 Depart:12:13 PM Ft Lauderdale/Hollywood,FL{FLL} Per Parson Arrive:4:52 Harrisburg,PA(MDT) Connect in:Cleveland Total Travel Time:4 hrs 39 mins See Flight Deta1N �. Delta Air Unes 1 Stop Guaranteed Best Price Flights 2026/.5108 Total Round-Trip Flight 5108 operated by EXPRESSIET DBA DELTA CONNECTION $S85a60 Depart:12:45 PM Ft Lauderdale/Hollywood,FL(FLL) Per Person Arrive:6:11 PM Harrisburg,PA(MDT) Connect in:Atlanta Total Travel Time.`i hrs 26 mins Seat night Oetaes A Delta Air Unes 1 Stop 1 Seat Leh at this Price Flights 1826/5600 Total Round-Trip Flight 5600 operated by£XPRESSIET DBA DELTA CONNECTION $S85.60 Oapart:3:15 PM Ft Lauderdale/Hollywood,FL(FLL) Par Person Arrive:10:30 PM Harrisburg,PA{MDTj Connect in:Atlanta Total Travel Time:7 hrs 15 mins See rasher Details ■,United 1 Stop Guaranteed Best Price Total Round-Trip h"://travel.travelocity.com/flights/InitialSearch.do?Service=TRAVELOCITY&last_pgd_... 3/27/2013 Travelocity - Outbound Search Results Page 4 of 4 Flights 1675/4819 �*Q Ca 60 a ^ Flight 4819 operated by COMMUTAIR DBA UNITED EXPRESS Per . 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About faxes•A+rbne IS Agency Fees TravellocitvUnks: vautwn vackages'Fibhtt i NnteN!Cen f fwsex{Rchwdet(Travefadty MerchaMise t TravebcityGWrantee?Tub.scn6e Interrtati—I shot:. ^- Argvntma Australia Canada Chile Columbia t'nsta K_ Ecuador France Germany Hong Kong India hefand Italy Knrca M1tean+r New Zeatand Paraguay Peru smgaµxe Spain United Kingdom itruguar "venenrela Pertner She': hplalay lotus i IguUgo"I Who Amehu(Vacanons.cons 1 Window Seat Slog 1 World Choice Travel-I Zuji Tnivaiocity Information: L.-Ninet Svppwt i About I'raveioerty!Prrs Reti—es I Advertising 1&v:ume an Atatiate 1rav0o01 av 1 "1 k1l 11 1 7nhs 'IV Ads Q 1946-1013I11 vel—tr cum I All rights Ieserved rraveiisov.the Stan design,and The Roaming Gnome Ocsyn are t ad.ntarks&F a,.tu,as'.com.P t1se of th,wI,t.vte constitutes aapptunce of the I,..tocrty User AVAIrment and Pttvary Poly C 1,205637Z 50 Screen reader users:Please switch to forms mode for this link. Feedback Click here to rate this page http://travel.travelocity.com/fliizhtqflnitia]V,eare.h r1n9CPwt7ina='f'D A J TICT /lfrT'rl1 a_a VPXREDLINES CEO JACK OWOC TO BE A FEATURED SPE Page 1 of 2 Store Locator = Search HOME SHOP PRODUCTS RESOURCES VPX RADIO NEWS&ARTICLES MODELS FORUM OUR COMPANY News&Articles VPX In The News VPX News Scientific News/Research M EWS ARTICLES end to A Friend 11rur RSS FEED [Back] [VPX News&.Articles] VPX/'REDLINE'S CEO JACK OWOC TO BE A FEATURED SPEAKER AT 2010 BEVERAGE FORUM IN NEW YORK FOR IMMEDIATE RELEASE VPX/REDLINE'S CEO JACK OWOC TO BE A FEATURED SPEAKER AT 2010 BEVERAGE FORUM IN NEW YORK 3 r� WESTON,FL MAY 20,2010:Dietary and nutritional supplement company Vital Pharmaceuticals,Inc.,d/b/a VPX/Redline of Weston,Florida,announces today that the Chief Executive Officer/Chief Scientific Officer Jack Owoc will be a featured speaker 0 it at the 2010 Beverage Forum("Forum").The annual Forum which attracts the who-is-who of the beverage world will take • place at the Grand Hyatt,New York on May 25th and 26th. it Owoc is featured as a speaker among several CEOs and other big named industry insiders,appearing as a panelist for the • "Succeeding As An Entrepreneur In Today's Marketplace"and"Next Generation Product Formulas"panels.He is expected to deliver on his vision of"Paradigm Shift From Sugar And Hype To High Tech Science" Jack Owoc is the Chief Executive Officer and the Chief Scientific Officer of VPX/Redline,a company he founded over 17 years ago.Owoc is the driving force and creative arm of the VPX/Redline brand.He is a"hands-on"type CEO whose inventions and business savvy has taken the dietary supplements and beverage world by storm. Owoc is the brain behind several of the popular line of VPX/Redline products,such as,Redline®,Power Rush®,Protein RushTM,NO Shotgun"NO SynthesizeTM,Meltdown®Power Pump®. r ! A Former high school science teacher,Owoc is also the Editor-in-Chief of Human Performance Magazine and the"soon to be released"Celebrity Fitness Magazine.Owoc has written several articles,given speeches and interviews on various industry topics,and has also been featured in Sports Illustrated,Beverage Industry and several other magazines.The Zero Impact Diet created by Jack Owoc has produced winners in 2002,2003,2004 in the popular 911 Fitness Challenge. Jack Owoc founded Vital Pharmaceuticals,Inc.("VPX/Redline)in 1993 with one goal in mind,to produce the highest-grade sports nutrition supplements on the market,for serious individuals who were willing to pay slightly more,for a product that works and delivers on its promise.Owoc is the owner of several pending patents along with Vital Pharmaceuticals,Inc.'s portfolio of nearly 400 pending and registered trademarks.Currently,VPX/Redline has a product portfolio that is second to none.The Redline brand has a firm position in the convenient stores market,while the bodybuilding products are the creme de #B� la creme of the Health and Fitness channels of trade. t Owoc recently announced that his company has experience growth in sales and profits for the last quarter,which is a testament in itself in a sluggish economy.His upcoming book,"MAPES"(Muscle,Appearance,and Performance-Enhancing Substances)promises to empower and educate the sports supplement world with cutting edge information. A firm believer of"the proof is in the pudding",Owoc insists that each VPX/REDLINE product is carefully developed and • researched to support the claims of"superiority,"making sure that it's just not another slogan.VPX/REDLINE products are backed by 10 university studies from prestigious universities such as Baylor University,University of Memphis and the College of New Jersey,in regards to performance enhancement,reducing weight and body fat,and increasing lean muscle.VPX/REDLINE is also currently working with UCLA and the University of Southern Maine on additional studies for BUYNOW VPX/REDLINE products.Mr.Owoc and VPX/REDLINE are forging a mission to be the industry's ultimate trendsetter. Contact; Megan Arar http://www.vpxsports.com/vpx-news-article/owoc-is-featured-speaker 4/8/2013 VPXREDLINES CEO JACK OWOC TO BE A FEATURED SPE Page 2 of 2 Marketing Coordinator Vital Pharmaceuticals,Inc.d/b/a/VPX/Redline ji JOIN megana @vpxsports.com 954-641-0570 ext 209 THE VPX www.vpxsports.com COMMUNITY LLT AND 4WEI Homel Productsl Sportsl Resourcesl News&Articlesl Our Companyl Contact Usl VPX Shopl Store Locator OBOOKhYiRK Privacy Policy I Terms of Use I Site Map I©2006-2013 Vital Pharmaceuticals(VPX)All rights reserved. http://Www.vpxsports-com/vpx-news-article/owoc-is-featured-speaker 4/8/2013 Page 1 of 2 The Tour Sign Up Explore Favorite Actions Share Newer Older to By VPX Sports/Redline No real name given +Add Contact This photo was taken on May 28,2011. 47 views �1 This photo belongs to VPX Sports/Redtme's photostream(1,377) � !►'',iµ .1 This photo also appears in R y Team REDLINE Xtreme Racing.. (set) T . Tomas Scheckter(set) VPX Sports Models(set) PR Girls/VPX Sports(set) ii TEAM REDLINE XTREME(set) PARADE at INDY 5500 REDLINE XTREME RACING GIRLS(set) Visit us at www.vpxsports.co-n Shop at shop.vpxsports.com Tags redline energy • redline energy drink Comments and faves redline xtreme team redline xtreme• Redline Indy 500• Redline xtreme• vpx sports no-shotgun• Redline Ultra Hardcore- Add your comment here... Liquid Clenbutrx• Meltdown• Energy Protein Rush• Energy Drink• Anarchy ZERO IMPACT• NO-Synthesize• Syngex Stealth• Power Shock• bikini• abs• muscle workout• hot body Honda Grand Prix of St.Petersburg 2011 • Indy- Want to format Your comment? Indy car• Tomas Scheckter• New Driver POST COMMENT KV Racing Technology Additional info Uploaded using Flickr Uploadr 3.0(Mac) License All Rights Reserved Privacy This photo is visible to everyone keyboard shortcuts: previous photo next photo L view in light box F favorite < scroll film strip left > scroll film strip right ? show all shortcuts About Flickr Community Help Apps and the API Who we are Community Guidelines Need help?Start here' Flickr for mobile Follow us Take the tour Report abuse Help forum App Garden Like us Flickr blog FAQs API documentation Jobs About Our Ads Developer blog Developer Guide http://Www.flickr.com/photos/vpxsports/5782771634/in/photostream 4/8/201 Flickriver: Photoset ' IndyCar Pole Day Qualifying' by VPX Sports/Redline Page 5 of 8 r 1 i Jack Owoc loaded 8/65- 12% http://www.flickriver.com/photos/vpxsports/sets/72157626775657050/ 4/8/2013 Flickriver: Photo set ' IndyCar Pole Day Qualifying' by VPX Sports /Redline Page 6 of 8 i Jack Owoc & Meg Liz Miller loaded 8/65 - 12% http://www.flickriver.com/photos/vpxsports/sets/72157626775657050/ 4/8/2013 Flickriver: Photoset ' IndyCar Pole Day Qualifying' by VPX Sports/Redline Page 2 of 8 1 ^• r . � 1 *,a f x Tomas Scheckter 2011 Indy 500 loaded 8/65 - 12% http://www.flickriver.com/photos/vpxsports/sets/72157626775657050/ 4/8/2013 Flickriver: Photo set ' IndyCar Pole Day Qualifying' by VPX Sports /Redline Page 3 of 8 i r k i w III t x , n re i j Team REDLINE Xtreme Racing loaded 8/65- 12% http://www.flickriver.com/photos/vpxsports/sets/72157626775657050/ 4/8/2013 ALL-STATE''LLEGAL 800-222-0510 ED11 RECYCLED l MuNem Kadleen A. From: Downey, Brian Sent: Wednesday, March 27, 2013 8:42 AM To: 'jscanlon @rckslaw.com' Cc: Mullen, Kathleen A. Subject: Rite Aid vs.VPX - Corporate Deposition/Motion for Protective Order Hi, Jim. I received your motion for a protective order yesterday. (It looks like there is a typo on the Certificate of Service because it indicates this was mailed on March 21 but it was not postmarked until March 22). Under Rule 4013 the filing of the motion does not stay the deposition. Therefore, unless we rive an order from the Court othervAse, the deposition will proceed as scheduled on Friday. I saw your suggestion that the deposition be completed by telephone. Unfortunately, because this is your client's corporate representative and due to the variety of topics to be covered and the numerous documents involved, we will not be able to conduct this deposition by telephone or by videoconference. To hold the deposition by telephone or videoconference will prejudice Rite Aid's ability to prosecute its case. To avoid potentially unnecessary motion practice, however, we can offer this alternative (which this Court has offered under similar circumstances); if VPX will pay the expenses for Rite Aid's counsel to travel to depose your client in Florida (plane fare, car rental/cabs, hotel, etc.) and the fees incurred for the travel time (not the deposition itself), we would be willing to reschedule the deposition in Florida for a date in April. We could reduce such an agreement to a stipulation to resolve the protective order motion. Otherwise, we expect your client to appear at the noticed deposition on Friday. Thank you for your attention to this matter. Brian P. Downey Attorney at Law Pepper Hamilton LLP 100 Market Street, Suite 200 Harrisburg, PA 17108-1181 717.255.1192-Direct 717.319.4952-Mobile 866.422.1305-Direct Fax 717.238.0575-Fax 215.981.4004-Philadelphia phone downeyRerlaw.com www.oeooedaw.com i CERTIFICATE OF SERVICE I hereby certify that on April 12, 2013, a copy of the foregoing document was served by United States first class mail addressed as follows: James J. Scanlon,Esquire Ridley, Chuff, Kosierowski, Scanlon,P.C. 400 Broad Street Milford, PA 18337 Kathleen A. Mullen(PA 84604) RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS OF V. CUMBERLAND COUNTY, PENNSYLVANIA VITAL PHARMACEUTICALS, NO. 2012- 2236 CIVIL INC., d/b/a VPX/REDLINE ORDER OF COURT AND NOW, this 26TH day of APRIL, 2013, argument on Defendant's Motion for a Protective Order is scheduled for WEDNESDAY MAY 8 2013 at 10:00 a.m. in Courtroom # 3. By,,the`Court, Edward E. Guido, J. ✓B aWeeu YY1u►aleu. F,5t. ian P. Downey, Esquire v4ames J. Scanlon, Esquire :sld J. oa z rn -v rn--=- C RITE AID HDQTRS. CORP. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, ; VS. CIVIL ACTION NO. 12-2236 VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE, r r.., Defendant. ,-;�F C) ca PRAECIPE TO SUBSTITUTE EXHIBIT A - o r N : TO THE PROTHONOTARY: Please substitute the attached as Exhibit A to Plaintiff Rite Aid Hdqtrs. Corp.'s Response to Defendant's Motion for Protective Order filed April 15, 2013. An incorrect document was originally and inadvertently filed as Exhibit A. Date: May 7, 2013 Brian P. Downey(PA 59891) Kathleen A. Mullen(PA 84604) PEPPER HAMILTON LLP Suite 200, 100 Market Street P.O. Box 1181 Harrisburg, PA 17108-1181 Phone: (717) 255-1155 Fax: (717)238-0575 Email: downeyb @pepperlaw.com mullenk@pepperlaw.com Attorneys for Plaintiff RITE AID GUARANTEED SALES AGREENIENT Rite Aid will consider Vendor's product(s) for distribution and sale under the terms and conditions set forth in this Agreement. In consideration of Rite Aid's agreement to review a nc%v entry into its mix,as well as in consideration of the mutual premises contained herein, the parties agree as follows: I. Vendor will guarantee the stile of Vendor's product(s)to Rite Aid at both Customer Service Centers(i.e. distribution centers)and retail locations. ?. i)urinrg the first one hundred twenty(120)days. or such other period as Rite Aid may determine in its sole discretion (it being understood by Vendor that Rite Aid may terminate this Agreement in its sole discretion at any time, for any reason whatsoever) following the date if the Vendor's first delivery of product(s)to Rite Aid (the"Review Period"). Vendor's account will be on a review status to permit Rite Aid to assess the performance of the pmduct(s). After the Review Period, Rite Aid will pay only lbr those product(s) that are actually sold, tend Rite Aid's payment will be reduced by any and Ziff cash discounts or other debit amounts(including, but not limited to,advertising. displays, markdowns and price protection)due to Rite Aid. If at the end of the Review Period. Rite Aid determines, in its sole discretion, that the Vendor's product(s) is not selling at an acceptable rate,then Rite Aid will have the right to(a) require Vendor to review and modify Vendor's marketing plan to ensure future success and (b)extend the due date of the original 'invoice submitted by Vendor. Rite Aid also has the right to require a cash payment, as described in paragraph (3)below. The foregoing rights are not exclusive. At the end of the Review Period. Rite Aid may terminate this Agreement. place the Vendor on Rite Aid's customary payment terms,or extend the Review Period. 3. If at any time Rite Aid determines in its sole discretion that Vendor's product(s) performance continues to be unacceptable. Rite Aid will have the right to return at Vendor`s expense all unsold product(s)to Vendor's facility in return for Vendor's cash payment to Rite Aid for any products for which Rite Aid has paid. but have not been sold. Vendor's payment to Rite Aid shail be made(a)by wire transfer of immediately available funds or certified check,and(b) no later than thirty(30)days after Rite Aid has returned the product(s). Vendor acknowledges and agrees that in the event that any of Vendor's allowances are funded with"free product" from Vendor, that "free product" will be treated identically to product purchased from Vendor by Rite Aid. "this includes.but is not limited to, returns of this product to Vendor. 4. Upon wttlement of Vendor's account, all outstanding invoices will be pair) promptly. less any and all Cash discounts or other debit amounts due to Rite Aid. Revised 10i1?.!?11u1 ?. The terms and conditions of'this Agreement are in addition to.and in no way limit. Rite /lid's rights and remedies under Rite /lid's Vendor Profile, standard terms and conditions or purchase orders. In the event of inconsistency between the terms and conditions of*the Agreement and any of the foregoing documents, this Agreement will govern. G. The parties ,agree that Pennsylvania law governs this Agreement not withstanding its conflicts of law provisions. Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas,Cumberland County, Pennsylvania. 7. The parties specifically agree that 13 Ila. C.S.A. y§'2326&2327(b)are inapplicable and that Vendor will accept returned goods in their"as-is"condition. S. Ali returns are at risk of vendor. a). Vendor can not assign any product covered by this Agreement to any third party without the express written consent of Vice President of Category Management. Mite Aid is enthusiastic about the opportunity to distribute product(s) into the marketplace:. Rite /lid wishes you every success in your endeavor to provide a product that is unique. Please allow Rite/lid to assist you in your distribution needs by arranging for a duly authorized officer to sign and crate this Agreement on behalf of your company. and return the executed letter to Rite Aid s Merchandising Department. ...... ............ Vendor: Vital Ptrarm acet#al-'.nc. C3y: '"- Title:CEO/President Authorixcd , ignatui'c Date: February 22. 1.008 Itelt�rJ Itl:`2'2txJ7 CERTIFICATE OF SERVICE I hereby certify that on May 7, 2013, a copy of the foregoing document was e- mailed to counsel of record as follows: James J. Scanlon, Esquire Ridley, Chuff, Kosierowski, Scanlon, P.C. 400 Broad Street Milford, PA 18337 Kathleen A. Mullen(PA 84604) RITE AID HDQTRS. CORP. , Plaintiff IN THE COURT OF • CUMBERLAND COUNTY, PLEAS OF V. PENNSYLVANIA VITAL PHARMACEUTICALS, INC. , d/b/a VPX/REDLINE, Defendant • N0. 12-2236 CIVIL TERM IN RE: DEFENDANT 'S MOTION FOR PROTECTIVE ORDER AND PLAINTIFF'S CROSS-MOTION TO COMPEL ORDER OF COURT AND NOW, this 9th day of May, 2013, following argument, Defendant ' s Motion for Protective Order is denied the Plaintiff ' s Cross-Motion to Compel is grante Plaintiff, Rite Aid Corporation, may d. The and designee Y re quire the corporate g of the Defendant to travel to the Commonweal Pennsylvania for the th' of Purpose of providing deposition testimony at a time to be mutually agreed upon. In the alternative, Defendant Vital Pharmaceuticals, Inc. , shall have the option to Pay for travel expenses and Plaintiff' fees, counsel ' s time and lodging for s counsel to travel to the State of Florida Purpose of obtainin g the d for the deposition of Defendant ' s corporate designee in which case the deposition shall be Florida. conducted in By the Court, rnCD / Edward E. Guidon -mactr` Brian P. Dow For the ney, Esquire / Plaintiff James J. Scanlon, Esquire For the Defendant : lfh U 30 A'113: RITE AID HDQTRS. CO 1 S : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, CIVIL ACTION NO. 12-223 6 vs. VITAL PHARMACEUTICALS, INC., : CIVIL ACTION - LAW d/b/a VPX/REDLINE, Defendant. • IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned attorneys for the parties hereto, that the annexed ORDER for the Protection and Exchange of Confidential Information (the "Confidentiality Order") be submitted to the Court with a request that the Court enter it as an Order of the Court. IT IS FURTHER STIPULATED AND AGREED, by and between the undersigned attorneys for the parties hereto, that the parties will abide by the terms of the Confidentiality Order from the time this Stipulation is signed, regardless as to when or if the Court signs the Confidentiality Order, except to the extent compliance would require the entry of such an Order. Respectfully submitted, Brian P. Downey(PA 59891) James J. Scanlon(PA 79557) Kathleen A. Mullen(PA 84604) RIDLEY, CHUFF, KOSIEROWSKI, SCANLON, PEPPER HAMILTON LLP P.G. Suite 200, 100 Market Street 400 Broad Street P.O. Box 1181 Milford, PA 18337 Harrisburg, PA 17108-1181 Phone: (570)296-5553 Phone: (717) 255-1155 Fax: (570)296-5554 Fax: (717) 238-0575 Email: jscanlon@rckslaw.com Email: downeyb @pepperlaw.com mullenk @pepperlaw.com Attorneys for Defendant Vital Pharmaceuticals, Inc., d%b/a VPX/Redline Attorneys for Plaintiff Rite Aid Hdgtrs. Corp. Date: July 2013 2 I RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, CIVIL ACTION NO. 12-2236 vs. CIVIL ACTION - LAW VITAL PHARMACEUTICALS, INC., d/b/a VPX/REDLINE, CONFIDENTIALITY AGREEMENT WHEREAS, the parties hereto have stipulated to the signing and entry of this Order for the Protection and Exchange of Confidential Information ("Confidentiality Order".or "Order"), and for good cause shown, IT IS HEREBY ORDERED: 1. The term "document" or "documents" is used herein in the broadest sense to mean all documents, writings and things, including, without limitation, interrogatory responses, deposition transcripts, exhibits and other discovery materials, whether printed, recorded or reproduced by any other mechanical or electronic process, or written or produced by hand. 2. "Litigation" as used herein means the above-captioned civil action. 3. "Confidential" documents as used herein means documents that the producing party in good faith designates as "Confidential" at the time of production by means of a listing of the production numbers appearing on such documents or by means of a "Confidential" stamp or legend placed on such documents. Notwithstanding the foregoing, a producing party's inadvertent failure to designate a document "Confidential" in accordance with the terms of this Order will not preclude a later designation to the extent that confidential treatment can still be obtained without undue burden or expense on any party to the Litigation. 4. All Confidential documents, as defined herein, produced by any party or non-party in the Litigation shall be used by any party receiving or reviewing them only for the purpose of preparing for and conducting the Litigation. 5. Confidential documents, or information derived therefrom, may only be disclosed or made available by the party receiving such information to "Qualified Persons," who consist of: a. the Court (in the manner provided by paragraph 11 hereof); b. outside or in-house counsel to the parties to the Litigation, and clerical, secretarial and paralegal staff employed by such counsel; C. clerical or ministerial service providers, such as outside copying or litigation support personnel, retained by the parties or counsel; d. court reporters; e. experts or consultants and their staff assisting in the Litigation who are not otherwise employed by any party to the Litigation, and the party receiving such information shall keep a list of the names of these individuals; f. all individuals who are named parties and the officers, employees and affiliates of corporate named parties who are assisting in the prosecution or defense of the Litigation or who will be responsible for making decisions with respect to the Litigation; and g. any other person the producing party agrees to in writing. 6. Confidential documents shall not be disclosed to persons other than Qualified Persons and no action shall be taken (other than in connection with this Litigation) on -2- t the basis of any Confidential documents by the party receiving them. Nothing contained herein shall prevent any party from using or disclosing its own Confidential documents or information as it deems appropriate. 7. Prior to seeing or receiving Confidential documents, all persons specified in paragraphs 5(e) and 5(g) will execute an Agreement to be Bound by Order in the form of Exhibit A attached hereto. 8. Testimony given at a deposition may be designated "Confidential" by an appropriate statement at the time of the giving of such testimony, or a party may designate portions of depositions as "Confidential" after transcription, provided written notice of such designation is given to all parties within seven days after receipt of the transcript of the proceedings, during which period all deposition transcripts shall be treated as "Confidential." 9. Nothing herein shall require disclosure of any documents or information that counsel contends are protected from disclosure by the attorney-client privilege, work- product doctrine or any other legally recognized privilege. 10. The inadvertent production of any documents during the Litigation shall be without prejudice to any claim that such material is privileged under the attorney-client privilege, work-product doctrine or any other legally recognized privilege, and no party shall be held to have waived any rights by such inadvertent production. Upon written request by the inadvertently producing party, the receiving party shall (a) return the original and all copies of such documents and (b) shall not use such information for any purpose unless allowed by Order of the Court. No party shall be precluded from arguing that it would be prejudiced if it were (a) forced to return material to the inadvertently producing party, or (b) precluded from utilizing such inadvertently produced materials in the Litigation. -3- ti 11. If any Confidential documents (including portions thereof or information derived therefrom) are to be filed with the Court, such documents shall be filed in sealed envelopes or other appropriate sealed containers and marked with the caption of the Litigation and a statement substantially in the following form: CONFIDENTIAL FILED UNDER SEAL PURSUANT TO A PROTECTIVE ORDER, DATED , 2012, GOVERNING CONFIDENTIALITY OF DOCUMENTS AND INFORMATION OBTAINED DURING THE COURSE OF THIS LITIGATION. THIS ENVELOPE IS NOT TO BE OPENED NOR THE CONTENTS THEREOF DISPLAYED OR REVEALED EXCEPT BY OR TO QUALIFIED PERSONS OR BY COURT ORDER. All such materials so filed shall be kept under seal by the Clerk of the Court separate from public records in the Litigation and shall be released only upon further Court Order. 12. Within sixty days after the conclusion of the Litigation, all Confidential documents and any copies thereof, and all documents containing information derived therefrom, shall be returned. In the alternative, the parties and their attorneys of record may provide affidavits stating under oath that all Confidential documents, including any and all copies thereof, have been destroyed, shredded or otherwise rendered completely and entirely illegible. Attorney work product and briefs, pleadings, written discovery responses, transcriptions of testimony and other Court papers prepared for use in the Litigation need not be returned or destroyed, but shall be kept Confidential by counsel for the parties and remain subject to the restrictions herein. 13. Each Qualified Person who is not a lawyer representing the parties to the Litigation or employed by a lawyer representing the parties to the Litigation to whom Confidential documents are disclosed pursuant to this Order shall be advised that the Confidential documents are being disclosed pursuant to, and subject to the terms of, this Order. -4- ,y 14. If Confidential documents or information derived therefrom in the possession of a receiving party is subpoenaed by any court, administrative or legislative body, or any other person purporting to have authority to subpoena such information, the party to whom the subpoena is directed shall give written notice of the subpoena (including delivery of a copy thereof) to the attorneys for the producing party not less than five business days prior to the time when production of the information is requested by the subpoena. In the event that the subpoena purports to require production of such Confidential documents or information derived therefrom on less than five days' notice, the party to whom the subpoena is directed shall give immediate telephonic notice of the receipt of such subpoena, and forthwith deliver by hand or facsimile a copy thereof, to the attorneys for the producing party. Absent a court order to the contrary, the party to whom the subpoena is directed may comply therewith; however, if application for a protective order is made promptly before the return date, the party to whom the subpoena is directed shall not produce such Confidential documents or information derived therefrom prior to receiving a court order or the consent of the producing party. For purposes of this section, "subpoena" includes a"notice to produce" and its equivalent. 15. Designation of any document as "Confidential" shall not preclude any parry from contending that a designated document or transcript does not qualify for confidential treatment, shall not create any presumption that documents and transcripts so designated are confidential, and shall not shift the burden of establishing entitlement to confidential treatment. If any party objects to the designation of any document as Confidential, the party shall state the objection with particularity by letter to counsel for the party making the designation. If the parties are unable to resolve the objection, the designating party may move the Court to have the document deemed to be Confidential under the terms of this Order within fifteen (15) days of the -5- objection. Until the Court rules on any such motion, the document shall continue to be deemed Confidential under the terms of this Order. If no motion is made,the designation will be deemed withdrawn as to the document subject to the objection. A party designating documents as Confidential bears the burden of persuading the Court that any document is entitled to the protections afforded to Confidential documents under this Order. The failure to make a timely objection shall not be deemed a waiver of any right to object to the designation of any document as Confidential. 16. This Order shall be applicable to discovery provided by any third-party witnesses or other parties in the Litigation who agree in writing to be subject to and bound by the terms of this Order. 17. The binding effect of this Order shall survive termination of the Litigation and the Court shall retain jurisdiction to enforce the Order. 18. This Order shall be governed by, construed, and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. The parties shall submit to the jurisdiction of this Court for the purpose of enforcement of the terms and conditions of this Order, as well as any action based upon any breach of this Order by any of the parties. 19. The parties agree to be bound by the terms of this Order pending the entry by the Court of this Order, or an alternative thereto which is satisfactory to all parties, and any violation of its terms shall be subject to the same sanctions and penalties as if this Order had been entered by the Court. 20. The parties have shown good cause for issuance of this Order. The court records must be sealed so as to prevent the dissemination of highly confidential corporate -6- s _ information, including contractual and financial matters, which may result in substantial economic harm to the parties. 21. This Order may be modified by the Court upon application of any party. BY THE COURT: Date J. 0• MIX c rU f c .` ; 3-c- -7- EXHIBIT A AGREEMENT TO BE BOUND BY ORDER I have read the Order for the Protection and Exchange of Confidential Information (the "Order") in the above-captioned case. I understand the terms of the Order, I agree to be fully bound by the terms of the Order and I hereby submit to the jurisdiction of the Court of Common Pleas for Cumberland County, Pennsylvania for purposes of enforcement of the Order. Date: Signature Signatory's Name, Business Affiliation, and Business Address: z. G Signatory's Residence Address: i -8- L 1-:1D 2013 JUL 30 AM 10-- 04 @ QERLANO COUNTY RITE AID HDQTRS. -NNSYLVANIA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff, CIVIL ACTION NO. 12-2236 VS. VITAL PHARMACEUTICALS, INC., CIVIL ACTION - LAW d/b/a VPX/REDLINE, Defendant. IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned attorneys for the parties hereto, that the annexed ORDER for the Protection and Exchange of Confidential Information (the "Confidentiality Order") be submitted to the Court with a request that the Court enter it as an Order of the Court. IT IS FURTHER STIPULATED AND AGREED, by and between the undersigned attorneys for the parties hereto, that the parties will abide by the terms of the Confidentiality Order from the time this Stipulation is signed, regardless as to when or if the Court signs the Confidentiality Order, except to the extent compliance would require the entry of such an Order. Respectfully submitted, Brian P. Downey(PA 5989 1) James J. Scanlon(PA 79557) Kathleen A. Mullett(PA 84604) RIDLEY. CHUFF, KOSIEROWSKI, SCANLON, PEPPER HAMILTON LLP P.C. Suite 200, 100 Market Street 400 Broad Street P.O. Box 1181 Milford, PA 18337 Harrisburg, PA 17108-1181 Phone: (570)296-5553 Phone: (717) 255-1155 Fax: (570) 296-5554 Fax: (717) 238-0575 Email: jscanlon @rckslaw.com Email: downeyb@pepperlaw.com mullenk car pepperlaw.com Attorneys for.Defendant rital Pharmaceuticals, IM., dib/a VPX/Redline ftttorneys for Fluinri�f Rite Aid Hdgtrs, Corn. Date: July L5,'2013 2