The URL can be used to link to this page

Home My WebLink About13-3356 Supreme Coto ;Pennsylvania Couof.Commo�Pleas For Prothonotary Use Only: �I. Ct�><l ^ verS$ - et Docket No: 'SI cu� E i.AtvD �. Coun The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and sen)ice of pleadings or other papers as required by law or rules of court. Commencement of Action: S El Complaint 0 Writ of Summons J Petition 0 Transfer from Another Jurisdiction 0 Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: Rite Aid HDQTRS. Corp. Cortislim International, Inc. T Dollar Amount Requested: ®within arbitration limits I Are money damages requested? ER Yes 0 No (check one) S outside arbitration limits N Is this a Class Action Suit? M Yes [xi No Is this an MDJAppeal? 0 Yes x +. No A Name of Plaintiff /Appellant's Attorney: Brian P. Downey /Kathleen A. Mullen 0 Check here if you have no attorney (are a Self- Represented [Pro Se] Litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS 0 Intentional Ei Buyer Plaintiff Administrative Agencies ® Malicious Prosecution [J Debt Collection: Credit Card 0 Board of Assessment 0 Motor Vehicle ❑ Debt Collection: Other 0 Board of Elections ® Nuisance Dept. of Transportation y 0 Premises Liability Statutory Appeal: Other S ® Product Liability (does not include mass tort) 0 Employment Dispute: E 0 Slander/Libel/ Defamation Discrimination C ® Other: 0 Employment Dispute: Other 0 Zoning Board T Other: I 0 Other: O MASS TORT Asbestos N ® Tobacco ® Toxic Tort - DES Toxic Tort -Implant REAL PROPERTY MISCELLANEOUS 0 Toxic Waste 0 Ejectment 0 Common Law /Statutory Arbitration B 0 Other: Eminent Domain /Condemnation 0 Declaratory Judgment dl Ground Rent r Mandamus ❑ Landlord /Tenant Dispute J Non - Domestic Relations [J Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY ❑ Mortgage Foreclosure: Commercial 0 Quo Warranto h Dental 1 J Partition 0 Replevin 0 Legal 0 Quiet Title 0 Other: 0 Medical 0 Other: 0 Other Professional: Updated 1/1/2011 RITE AID HDQTRS. CORP., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 3 3 3 !S6 CIVIL TERM vs. W -� CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW 5;':o s� CD s Defendant. - --i c -� r: �_ 1"'h NOTICE TO DEFEND .a 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 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 Q 5 5 - xq 0 0-,k ff goo-)/ RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. 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 LISTED 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, IN THE COURT OF COMMON PLEAS OF 30 Hunter Lane Camp Hill, PA 17011 CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW 28241 Crown Valley Parkway Suite F -415 Laguna Niguel, CA 92677 Defendant. COMPLAINT Plaintiff Rite Aid HDQTRS. Corp. ( "Rite Aid "), by its undersigned attorneys, files this Complaint alleging as follows: PARTIES 1. Rite Aid is a Delaware corporation with its principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. 2. On information and belief, defendant Cortislim International, Inc. ( "Cortislim ") is a void Delaware corporation with a principal place of business at 28241 Crown Valley Parkway, Suite F -415, Laguna Niguel, CA 92677. JURISDICTION AND VENUE 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 and a transaction or occurrence took place out of which the cause of action arose in Cumberland County. 5. The parties have also agreed that any lawsuit brought with regard to the Guaranteed Sales Agreement, executed between the parties must be venued in this Court: "Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania." A true and correct copy of the Guaranteed Sales Agreement ( "GSA "), a valid and enforceable written contract, is attached to this Complaint as Exhibit A. RELEVANT FACTS 6. Rite Aid is a national drug store chain with its principal office in Cumberland County, Pennsylvania. 7. At all times relevant to this Complaint, Cortislim was involved in the manufacture, sale and/or distribution of nutritional supplements. 8. In 2010, Rite Aid and Cortislim entered into a series of agreements to govern their relationship. Included among these agreements was the GSA dated July 15, 2010, in which Cortislim "guarantee[d] the sale of [ Cortislim's] product to Rite Aid at both Customer Service Centers (i.e. distribution centers) and retail locations." See Exhibit A. 9. Under the GSA, Rite Aid had the right to return all unsold product to Cortislim for a cash refund. 10. Cortislim 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 B. 11. As of May 2, 2013, Cortislim's account reflects a $75,689.61 negative balance based on charges that Cortislim agreed to pay to Rite Aid. A true and correct copy of the current statement of account is attached hereto as Exhibit C. -2- 12. Rite Aid is still holding approximately $101,730.53 of recalled merchandise in its warehouses awaiting a Returns Authorization Disposition from Cortislim. 13. There is still approximately $2,000 worth of product left in Rite Aid's stores that it is entitled to return to Cortislim in exchange for a cash payment. 14. As of the date of the filing of this Complaint, Cortislim is in breach of its agreement with Rite Aid because it refuses to pay Rite Aid the negative account balance. COUNT 1 BREACH OF CONTRACT Rite Aid vs. Cortislim 15. Rite Aid incorporates the averments in paragraphs 1 through 14 above as if fully set forth herein. 16. As noted above, in or about July of 2010, Rite Aid and Cortislim entered into an agreement as evidenced by the Guaranteed Sales Agreement, the Rite Aid Returns Agreement. 17. The agreements Rite Aid entered into with Cortislim were valid and enforceable. 18. Rite Aid has performed all conditions precedent under all agreements with Cortislim. 19. As of May 2, 2013, Cortislim has a negative account balance of $75,689.61 and Rite Aid seeks to return more than $103,000 of additional product. 20. Despite repeated requests and attempts to resolve this matter, Cortislim refuses to pay the negative account balance to Rite Aid. 21. Cortislim is in breach of its contract with Rite Aid because it has failed to pay the negative balance on its account. -3- 22. Cortislim's conduct is without excuse or justification. 23. As of May 2, 2013, Rite Aid has suffered damages in excess of $75,689.61 due to the breaches of Cortislim. WHEREFORE, Rite Aid requests judgment in an amount in excess of $75,689.61, plus interest, costs and all other amounts deemed appropriate by the Court and an Order compelling Cortislim to sign the documentation required of it to accept the return of the additional product. COUNT II UNJUST ENRICHMENT Rite Aid vs. Cortislim 24. Rite Aid incorporates the averments in paragraphs 1 through 23 above as if fully set forth herein. 25. In the event Cortislim contends no contractual relationship exists, Rite Aid is entitled to recover the outstanding amounts to prevent Cortislim from being unjustly enriched. 26. As is customary in the industry, Cortislim was to pay for certain fees associated with the sale of its product. 27. Rite Aid has a reasonable expectation to be paid the negative balance comprising such fees and for the unsold product it is currently holding. 28. In the event the contracts are deemed to be unenforceable, Rite Aid has no adequate remedy at law. 29. Cortislim reasonably should have expected to pay these fees as such fees are custom in the industry. Further, Cortislim reasonably should have expected to permit returns of its product and to pay certain fees related to those returns. -4- 30. It would be inequitable for Cortislim to receive the benefit of the amounts still owed to Rite Aid. 31. Rite Aid is entitled to collect the outstanding balance, plus interest, from Cortislim under the doctrine of unjust enrichment. 32. Cortislim's wrongful conduct has caused damage to Rite'Aid. WHEREFORE, Rite Aid requests judgment in its favor and against Cortislim in an amount in excess of $75,689.61, plus interest, costs and all other amounts deemed appropriate by the Court and an Order compelling Cortislim to sign the documentation required of it to accept the return of the additional product. Respectfully submitted, Brian P. Downey (PA 59891) Kathleen A. Mullen (PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108 -1181 717.255.1155 800.420.0618 Fax downeyb @pepperlaw.com mullenk@pepperlaw.com Date: June 10, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. -5- Exhibit A 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 agree as follows: , parties p 1 • Vendor will guarantee the sale of Vendor's product(s) to Rite Aid at bo Service Centers (i.e. distribution centers) and retail locations. th Customer 2. During the first one hundred twenty (120) days, or such other period as Rite Aid ma y 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 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 as Rite Aid, in its sole discretion, so desires. 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 shall be made (a) by wire transfer of immediately available funds or certified check, and (b) no later than fifteen (15) 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 prom tl les . any and all cash discounts or other debit amounts due to Rite Aid. p y' s Revised 10/22/2007 .5. 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 of the Agreement and any of the foregoing 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 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 will accept returned goods in their "as -is" condition. 8. All returns are at risk of vendor. 9. 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: Cortislim International, LLC By: Title: VP. Sales & Marketing Authorized Signature Date: 7/15/10 Revised 10/22/2007 i i Exhibit B RITE AID RETURNS AGREEMENT Please note: A Separate Returns Agreement must be filled out for each vendor numbs Company Name: Cortisli IntemaUonal Inc. r Contact Name: Derek Dea�e Phone #949 -281 -6083 vendor Number: TBD Fax #949 -643 -3838 E -Mail Address: derek®cortislim com Invoice Address: 28241 Crown Valley Parkway Shipping Address: F -41 g La n ieueI CA 92677 3PL Worldwide 4700 Gregg Road Pico Rivera, CA 90660 Category Manager: Ric CI rke Associate Category Manager: Clarissa Sulliv TERMS OF AGREEMENT: A. Unsaleable Merchandise 1. All vendors will be charged the followln goods. These fees are based on the findings from the Joint I dustry Task Force s, outdated, and discontinued Study (JIR): DPC (Direct Product Cost) $0.085 Post Damage $0.111 Ops through Scan: VU a $0.297 2. All vendors must determine a method of disposition for their unsaleable products. Based on the CODEIDESCRIPTIONS listed below, the vendor representative will check (X) the method his/her company authorized Rite Aid to use. The additional charge, shown in () at the end of the description, will be added charges above. PAY has to the CEO. DESCRIPTION /JIFF P COPT X Scan and disposition is left up to the discretion of Rite Aid ($0.020) OONA Scan and donate ($0.030) SHOK Scan and ship back to vendor ($0.180) O�ElRA#1 REQUIRED W TH THIS OPTION RA# NOTE: Any product remaining In the reclamation centers for 45 days fr Invoice, without a Return Authorization Number, will be disposed of at the the date of Aid Corporation. Rite Aid Corporation will not entertain ANY requests for discretion of Rite product that falls Into this category. payback of 3. All products will be billed at Rite Aid's current list cost + JIR billing factors (DPC, Post Dama e Handling, RCC Charges, Disposition Charges) unless otherwise agreed to in writing by Rite Aid Corporation. Vendor billing Is not to exceed 13098 of Rite Aid's list cost. Freight will be ship ed on Rite Aid's preferred carriers. All freight costs will be charged back to the vendor. P Rev 10/23/07 4. All changes to policies must be In writing to Rite Aid Corporation. Approved Policy cha nges will take effect within 30 days following their approval. 5. All vendors will agree to forward a copy of their current national policy regarding reclam ation to be reviewed by Rite Aid Corporation. This will be sent to: Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 Attention: Manager, Front End Returns 8. All damaged and outdated invoices are available through the Rite Aid Paperless Invoice the Carolina Supply Chain Services Website at www.carolinasu I chains rvices.com. Vendors contact the Manager, Front End Returns, at 717 - 214 -8832 to request setup of their Com System using user. (See Page 3) should pangs authorized 13. Recall Merchandise Please note: The dispositions on page 1 D NOT apply to recalls. A separate agreement filled out for all recalls at the time the recall ling activated. This allows a vendor t o have a separate disposition on recalls than they have on damaged and outdated returns, ement MUST be 1. All recall Invoices are available through the Rite Aid Paperless Invoice System using th Supply Chain Services Website at www.c to u I chainservices.co Vendors shout Manager, Front End Returns, at 7 i 7 - 214 -8832 to request setup of Page 3) their Companys authorized user. (See The signatures below by the appropriate Category Manager of Rite Aid Corporation and the vendor representative of said company denote their understanding and acceptance of the above agreement. 9 gna9tureVendor Representative Date Signature (Authorized by Rite AId Corporation) Date COrtislim International Inc. Company Rite Aid Corporation Rev 10/23107 Exhibit C CORTISLIM INTERNATIONAL, INC. V# 43762 Statement of the Account as of 5 -31 -13 De scription '; Doc Offset Transaction H437620503 $ $1122,,015.66 $$ 112,015.66 Hold Retail Price Protection 0400539 $ (64,305.00) $ (64.305.00) TPR Markdowns 0387978 $ (2,345.00) $ (2,345.00) Unsaleables D035455446 $ (116.07) $ (116.07) Unsaleables D037205452 $ (56.04) $ (58.04) Unsaleables D043155445 E (11.61) $ (11.61) Markdowns 0408569 E (150.00) $ (150.00) Unsaleables D037171446 $ (81.25) $ (81.25) Unsaleables D039004452 $ (11,61) $ (11.61) Unsaleables D044764445 $ (46.43) $ (46.43) Unsaleables D040813452 $ (23.21) $ (23.21) Unsaleables D046496445 $ (46.43) $ (46.43) TPR Markdowns 0403151 $ (4,760.00) $ (4,760.00) Unsaleables 0042556452 $ (46.43) $ (46.43) Unsaleables D046297445 $ (34.82) $ (34.82) Unsaleables D042262446 $ (34.82) $ (34.82) Unsaleables D044310452 $ (429.46) $ (429.46) Unsaleables 0050163445 $ (185.71) $ (185.71) Unsaleables D043887446 $ (46.43) $ (46.43) Unsaleables D046068452 $ (325.00) $ (325.00) Unsaleables D051836445 $ (116.07) $ (116.07) Unsaleables D045550446 $ (23.21) $ (23.21) Unsaleables D047777452 $ (11.61) $ (11.61) Unsaleables D053551445 $ (185.71) $ (185.71) Markdowns 0445959 $ (70.00) $ (70.00) Unsaleables D047231446 $ (58.04) $ (5804) Unsaleables D049409452 $ (348.21) $ (348.21) Unsaleables D055219445 $ (1,334.81) $ (1,334.81) Unsaleables D052379446 $ (69.64) $ (69.64) Unsaleables D054766452 $ (417.85) $ (417.85) Unsaleables D056916445 $ (742.85) $ (742.85) Unsaleables D054061446 $ (58.04) $ (56.04) Unsaleables D056551452 $ (34,82) $ (34.82) Unsaleables D058636445 $ (325.00) $ (325.00) Unsaleables D055676446 $ (11.61) $ (11.61) Unsaleables D058261452 $ (174.11) $ (174.11) Unsaleables D060392445 $ (174.11) $ (17411) Unsaleables D057294446 $ (11.61) $ (11.61) Unsaleables D059911452 $ (81.25) $ (81.25) Unsaleables D062010445 $ (69.64) $ (69,64) Unsaleables D058956446 $ (11.61) $ (11.61) Unsaleables D061649452 $ (58.04) $ (58.04) Unsaleables D063713445 $ (69.64) $ (69.64) Unsaleables D063312452 $ (69.64) $ (69.64) Unsaleables D065369445 $ (34.82) $ (34.82) Unsaleables D062129446 $ (23.21) $ (23.21) Unsaleables - D065097452 $ (371.42) $ (371.42) Unsaleables D066963445 $ (255.35) $ (255,35) Unsaleables D063801446 $ (197.32) $ (197.32) Unsaleables D066905452 $ (1,334.81) $ (1,334.81) Unsaleables 0068686445 $ (777.67) $ (777.67) Unsaleables D065410446 $ (150.89) $ (150.89) Unsaleables D068663452 $ (220.53) $ (220.53) Unsaleables D070508445 $ (266 $ (266.96) Unsaleables 0070019446 $ (34.82) $ (34.82) Unsaleables D073687452 $ (243.75) $ (243.75) Unsaleables 0075710445 $ (69.64) $ (69.64) Unsaleables D071652446 $ (46.43) $ (46.43) Unsaleables D075428452 $ (58.04) $ (58.04) Unsaleables 0077388445 $ (46.43) $ (46.43) Unsaleables D077241452 $ (139.28) $ (139.28) Unsaleables D079142445 $ (92.86) $ (92.86) Unsaleables D074832446 $ (46.43) $ (46.43) Unsaleables D078995452 $ (34.82) $ (34.82) Unsaleables D080897445 $ (34.82) $ (34.82) Recall Merchandise Returns 8012873446 $ (13,164.14) $ (13,164.14) Recall Merchandise Returns R016374452 $ (42,935.87) $ (42,935.87) Recall Merchandise Returns R017125452 $ (90.32) $ (90.32) Recall Merchandise Returns R017815445 $ (7,553.01) $ (7,553.01) Recall Merchandise Returns R018292445 $ (37,550.54) $ (37,550.54) Recall Merchandise Returns R019350445 $ (4,346.65) $ (4,346.65) Unsaleables D080754452 $ (46.43) $ (46.43) Unsaleables D082698445 $ (104.46) $ (104.46) Grand Total $ 176,840.5 76.84 RA Books As of 5 -31 -13 Page 1 of 1 VERIFICATION I, Ric Clarke, hereby state that I am authorized to make this verification on behalf of Rite Aid HDQTRS. Corp. I verify that the foregoing document 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 Iimited 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 unsworn falsification to authorities. Ric Clarke .. 1 RITE AID HDQTRS. CORP, : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, • NO. 13-3356 CIVIL TERM vs. • - CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW • ;9/tv c rn = rn Defendant. • cn c) { -,<P" W 1-"'" :7--11<C:) - g w PRAECIPE TO SUBSTITUTE TO THE PROTHONOTARY: Please substitute the attached original verification for the verification originally attached to Rite Aid HDQTRS. Corp.'s Complaint filed on June 11, 2013. Brian P. Downey (PA 59891) Kathleen A. Mullen(PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 downeyb@pepperlaw.com mullenk@pepperlaw.com Date: June 12, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. • VERIFICATION I, Ric Clarke,hereby state that I am authorized to make this verification on behalf of Rite Aid HDQTRS. Corp. I verify that the foregoing document 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 unsworn falsification to authorities. 2/4.4../ Ric Clarke • RITE AID HDQTRS. CORP, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. AFFIDAVIT OF SERVICE 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 84604. 2. On July 10, 2013, I caused the Complaint to be served upon the defendant by the mailing of a true and correct copy to the defendant by United States certified mail, return receipt requested,postage prepaid, addressed as follows: Cortislim International, Inc., 28241 Crown Valley Parkway, Suite F-415, Laguna Niguel, CA 92677 ("Service Address"). 3. I received the return receipt indicating that the document was delivered to and accepted at the Service Address on behalf of the defendant on July 13, 2013, thereby completing,service pursuant to Pa. R.C.P. 403. The return receipt card is attached hereto as Exhibit"A." Brian P. Downey(PA 59891) Kathleen A. Mullen (PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 downeyb @pepperlaw.com mullenk@pepperlaw.com Date: July 23, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. SWORN TO AND SUBSCRIBED BEFORE ME THIS 23RD DAY OF JULY,2013. NOTARY PUB IC MY COMMISSION EXPIRES: 5 � aois COMMONWEALTH NWEAEALTH OF PENNSY y L4 NOTARIAL SEAL PAMELA K.BISHOP,Notary Public it�of Harrisburg,Dauphin County V commission Expires June 5,2015 -2- } i \ � 4 j COMPLETE THIS SECTION ON DELIVERY SENDER: COMPLETE THIS SECTION ■ Complete items 1,2,and 3.Also complete A. sign Item 4 If Restricted Delivery Is desired. X Vj�: 13 A gent • Print your name and address on the reverse Addressee so that we can return the card to you. 9 Received by( nfed Name) C. D0 Delivery ■ Attach this card to the back of the mailpiece, (`�, i or on the front if space permits. D. Is deliv ddress4PffdMnt=fi i'bm 11 ❑ es 1. Article Addressed to: If YES, er defi ddress o ❑No dG t Cortislim International,Inc. !s rn 28241 Crown Valley Parkway, .a' Suite F-415 —Laguna Niguel, CA 92677 3. Service Type ��'S — 1 Certified Mail ❑ rasa Mail ❑Registered PI Return Receipt for Merchandise ❑Insured Mail ❑C.O.D. 4. Restricted Delivery?(Extra Fee) ❑Yes .2. Article Number ; 1 - 70091 22501'00b0r 3`817! 7962 (Transfer from service Jabeq PS Form 3811,February 2004 Domestic Return Receipt 102595-024A-1640, CERTIFICATE OF SERVICE I hereby certify that on July 23, 2013, 1 served a copy of the foregoing Affidavit of Service on defendant by United States mail, first class postage prepaid, addressed as follows: Cortislim International, Inc. 28241 Crown Valley Parkway, Suite F-415 Laguna Niguel, CA 92677 Kathleen A. Mullen (PA 84604) RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW ,_. Defendant. ' a c ] c PRAECIPE TO SUBSTITUTE t ` TO THE PROTHONOTARY: Please substitute the attached as Exhibit A to Plaintiff Rite Aid Hdqtrs. Corp.'s Complaint filed June 11, 2013. An incorrect document was originally and inadvertently filed as Exhibit A. Brian P. Downey (PA 59891) Kathleen A. Mullen (PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1.155 717.238.0575 downeyb @pepperlaw.com mullenk@pepperlaw.com Date: August 20`, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. V V ` t 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: I. 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. 2. 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 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 as Rite Aid, in its sole discretion,so desires. 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 shall be made(a)by wire transfer of immediately available funds or certified check, and(b)no later than fifteen(15) 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. Revised I0/22/2007 i 5. 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 of the Agreement and any of the foregoing 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 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 will accept returned goods in their"as-is"condition. 8. All returns are at risk of vendor. 9. 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: Cortislim International, Inc. By: Title:VP. Sales&Marketing Authorized Signature Date: 7/15/10 Revised 10/2212007 CERTIFICATE OF SERVICE I, Kathleen A. Mullen, hereby certify that on August 20, 2013, a true and correct copy of the foregoing was served via First Class, U.S. Mail, postage prepaid, upon the following: Cortislim International,.Inc. 28241 Crown Valley Parkway Suite F 415 Laguna Niguel, CA 92677 Kathleen A. Mullen a RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW , ra Defendant. r ICU �a -e r cnc�' o ° PRAECIPE TO ENTER DEFAULT JUDGMENT ? - 2:c::� TO THE PROTHONOTARY: Please enter a default judgment in favor of Plaintiff, Rite Aid Hdqtrs. Corp., and against Defendant, Cortislim International, Inc. ("Cortislim"), for failure to answer or otherwise respond to the Complaint. 1. The Complaint in this matter was filed on June 11, 2013 and served upon Cortislim via certified mail with service completed on July 13, 2013. A copy of the Complaint and Affidavit of Service is attached hereto as Exhibit A. 2. Cortislim was required to answer or otherwise respond to the Complaint on August 5, 2013. 3. A Notice of intention to file a Praecipe to Enter Default Judgment,pursuant to Pa. R.C.P. 237.1(a)(2) was served upon Defendant on August 6, 2013, more than 10 days before this Praecipe was filed. 4. A copy of the Certification of Service of the Notice of intention to file a Praecipe to Enter Judgment of Default is attached hereto as Exhibit B. Pursuant to the Notice 24f- ko /o and Certification,Defendant had 10 days in which to answer the Complaint. The ten(10) days expired on August 16, 2013. 5. Because the sum owed by Cortislim is a sum certain, Plaintiff respectfully requests that the Prothonotary enter damages in the amount of$75,689.61 pursuant to Pa. R. Civ. P. 1037(b)(1). Date: August 29, 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 -2- i 1 r. P r ,`� , i `aka p RITE AID HDQTRS. CORP., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13, 33Z CIVIL TERM vs. c 1 r � CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW co C- Defendant. Nr- �� - CD cD C*; v c-) NOTICE TO DEFEND �? ° v� r' 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 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 OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. 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 e RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF 30 Hunter Lane Camp Hill, PA 17011 CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW 28241 Crown Valley Parkway Suite F-415 Laguna Niguel, CA 92677 Defendant. COMPLAINT Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by its undersigned attorneys, files this Complaint alleging as follows: PARTIES 1. Rite Aid is a Delaware corporation with its principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. 2. On information and belief, defendant Cortislim International, Inc. ("Cortislim") is a void Delaware corporation with a principal place of business at 28241 Crown Valley Parkway, Suite F-415, Laguna Niguel, CA 92677. JURISDICTION AND VENUE 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 and a transaction or occurrence took place out of which the cause of action arose in Cumberland County. 5. The parties have also agreed that any lawsuit brought with regard to the Guaranteed Sales Agreement, executed between the parties must be venued in this Court: "Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania." A true and correct copy of the Guaranteed Sales Agreement ("GSA"), a valid and enforceable written contract, is attached to this Complaint as Exhibit A. RELEVANT FACTS 6: Rite Aid is a national drug store chain with its principal office in Cumberland County, Pennsylvania. 7. At all times relevant to this Complaint, Cortislim was involved in the manufacture, sale and/or distribution of nutritional supplements. 8.; In 2010, Rite Aid and Cortislim entered into a series of agreements to govern their relationship. Included among these agreements was the GSA dated July 15, 2010, in which Cortislim "guarantee[d] the sale of[Cortislim's] product to Rite Aid at both Customer Service Centers(i.e. distribution centers) and retail locations." See Exhibit A. 9. Under the GSA, Rite Aid had the right to return all unsold product to Cortislim for a cash refund. 10. Cortislim 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 B. 11. As of May 2, 2013, Cortislim's account reflects a$75,689.61 negative balance based on charges that Cortislim agreed to pay to Rite Aid. A true and correct copy of the current statement of account is attached hereto as Exhibit C. -2- 12. Rite Aid is still holding approximately $101,730.53 of recalled merchandise in its warehouses awaiting a Returns Authorization Disposition from Cortislim. 13. There is still approximately $2,000 worth of product left in Rite Aid's stores that it is entitled to return to Cortislim in exchange for a cash payment. 1;4. As of the date of the filing of this Complaint, Cortislim is in breach of its agreement with Rite Aid because it refuses to pay Rite Aid the negative account balance. COUNT 1 BREACH OF CONTRACT Rite Aid vs. Cortislim 15. Rite Aid incorporates the averments in paragraphs I through 14 above as if fully set forth herein. 16. As noted above, in or about July of 2010, Rite Aid and Cortislim entered into an agreement as evidenced by the Guaranteed Sales Agreement, the Rite Aid Returns Agreement. 17. The agreements Rite Aid entered into with Cortislim were valid and enforceable. 19. Rite Aid has performed all conditions precedent under all agreements with Cortislim. 19. As of May 2, 2013, Cortislim has a negative account balance of $75,689.61 and Rite Aid seeks to return more than $103,000 of additional product. 20: Despite repeated requests and attempts to resolve this matter, Cortislim refuses to pay the,negative account balance to Rite Aid. 21: Cortislim is in breach of its contract with Rite Aid because it has failed to pay the negative balance on its account. -3- 22. Cortislim's conduct is without excuse or justification. 23. As of May 2, 2013, Rite Aid has suffered damages in excess of $75,689.61 due to the breaches of Cortislim. WHEREFORE, Rite Aid requests judgment in an amount in excess of $75,689.61, plus interest, costs and all other amounts deemed appropriate by the Court and an Order compelling Cortislim to sign the documentation required of it to accept the return of the additional product. COUNT II UNJUST ENRICHMENT Rite Aid vs. Cortislim 24. Rite Aid incorporates the averments in paragraphs 1 through 23 above as if fully set forth herein. 25. In the event Cortislim contends no contractual relationship exists, Rite Aid is entitled to recover the outstanding amounts to prevent Cortislim from being unjustly enriched. 26. As is customary in the industry, Cortislim was to pay for certain fees associated with the sale of its product. 270: Rite Aid has a reasonable expectation to be paid the negative balance comprising such fees and for the unsold product it is currently holding. 28. In the event the contracts are deemed to be unenforceable, Rite Aid has no adequate remedy at law. 29.' Cortislim reasonably should have expected to pay these fees as such fees are custom in the industry. Further, Cortislim reasonably should have expected to permit returns of its product and to pay certain fees related to those returns. -4- 30. It would be inequitable for Cortislim to receive the benefit of the amounts still owed to Rite Aid. 31. Rite Aid is entitled to collect the outstanding balance, plus interest, from Cortislim under the doctrine of unjust enrichment. 32. Cortislim's wrongful conduct has caused damage to Rite Aid. WHEREFORE, Rite Aid requests judgment in its favor and against Cortislim in an amount in excess of$75,689.61, plus interest, costs and all other amounts deemed appropriate by the Court and an Order compelling Cortislim to sign the documentation required of it to accept the return of the additional product. Respectfully submitted, Brian P. Downey (PA 59891) .Kathleen A. Mullen(PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 800.420:0618 Fax downeyb@pepperlaw.com mullenk @pepperlaw.com Date: June 10, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. -5- EXHIBIT A 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: I. 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. 2. 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 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 as Rite Aid, in its sole discretion, so desires. 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 shall be made (a) by wire transfer of immediately available funds or certified check, and (b) no later than fifteen (I 5) 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. Revised 10/22/2007 5. "file 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 of the Agreement and any of the foregoing 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 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 will accept returned goods in their"as-is" condition. 8. All returns are at risk of vendor. 9. 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: Cortislim International, LLC By: Authorized Signature Title:VP. Sales & Marketing Date: 7/15/10 Revised 10/22/2007 EXHIBIT B '•J RITE AID RETURNS AGREEMENT Please note: A Separate Returns Agreement must be filled out for each vendor number, Company Name: CortisIIm international. Inc. Contact Name: Derek Dearwater Phone #949.281-6083 Fax #948.643-3838 Vendor Number. TBO E-Mail Address:dery 0cortlslim.com Invoice Address: Shipping Address: 28241 C gwn Vattov Parkway F-411 3 PL Worldwide Laimna jY,iguel.CA 92677 4700 Gregg Road Pico Rivera,CA 90660 Category Manager: Rly Clarke Associate Category Manager: Clarissa Sullivan TERMS OF AGREEMENT: A. Unsaleable Merchandise 1. All vendors will be charged the following processing fees for damaged,defective,outdated,and discontinued goods. These fees are based on the findings from the Joint Industry Task f=orce Study(JIR): DPC(Direct Product Cost) $0.086 Post Damage $0.111 Ops through Scan: ,$0,1 $0.297 2. All vendors must determine a method of disposition for their unsaleable products. Based on the CODEIDESCRIPTIONS listed below,the vendor representative will check(X)the method his/her company has authorized Rite Aid to use.The additional charge, shown In() at the end of the description, will be added to the charges above. CODEd DESCRIPTION(Ji{GOSTI COPT X - Scan and disposition is left up to the discretion of Rite Aid($0.020) DONA Scan and donate($0.030) SH8K Scan and ship back to vendor($0.180) OPEN RA#RgQUIRED W�T_F.,�_THIS OPTION RA# NOTE: Any product remaining In the reclamation centers for 4E days from the date of Invoice, without a Return Authorization Number, will be disposed of at the discretion of Rite Aid Corporation. Rite Aid Corporation will not entertain ANY requests for payback of product that falls Into-this category. 3. All products will be billed at Rite Aid's current list cost+JIR billing factors(DPC, Post Damage Handling, ACC 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 cost. Freight will be shipped on Rite Aid's preferred carriers. All freight costs will be charged back to the vendor. Rev 10/23107 4. All changes to policies must be in writing to Rite Aid Corporation.Approved policy changes will take effect within 30 days following their approval. 5. All 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 Hilt, PA 17011 Attention: Manager, Front End Returns 8. All damaged and outdated Invoices are available through the Rite Aid Paperless invoice System using the Carolina Supply Chain Services Website at ww yl.carolinasuppivchainservices.cam. Vendors should contact the Manager, Front End Returns, at 717-214-8832 to request setup of their Company's authorized user. (See Page 3) S. Recall Merchandise Please note:The dispositions on page 1 QQ,�iQLapply to recalls. A separate agreement MUST be filled out for all recalls at the time the recall Is being activated.This allows a vendor to have a separate disposition on recalls than they have on damaged and outdated returns. 1. All recall Invoices are available through the Rite Aid Paperless Invoice System using the Carolina Supply Chain Services Website at www.carolinasupplvchainservices.com. Vendors should contact the Manager, Front End Returns,at 717-214-8832 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 said company denote their understanding and acceptance of the above agreement. Signature(Vendor Representative) Date Signature(Authorized by Rite Aid Corporation) Date Cortlsllm International. Inc. Rite Aid Corporation Company Rev 10123/07 EXHIBIT C CORTISLIM INTERNATIONAL,INC. Vill 43762 Statement of the Account as of 5-31-13 2M Gross mt Not Amt Hold Ind Offset Transaclion H437620503 f 112,015.66 f 112.015.68 Y Retail Price Protection 0400539 f (64.305.00) f (84,305.00) TPR Markdowns 0387978 f (2.345.00) S (2,345.00) Unsaleables D035455446 f (116 07) f (118.07) Unsaleables D037205452 f (58.04) S (5804) Unsaleables D043155445 f (1161) S (1161) Markdowns 0408569 S (150.00) S (150.00) Unsaleables D037171446 f (8125) f (8125) Unsaleables 0039004452 f (11.81) S (1181) Unsaleables D044784445 f (48.43) S (46.43) Unsaleables D040813452 f (2321) f (23.21) Unsaleables D046496"5 f (48 43) f (48.43) TPR Markdowns 0403151 $ (4,780.00) f (4,760,00) Unsaleables D042556452 f (48.43) S (46.43) Unsaleables D048297445 $ (34.82) f (34.82) Unsaleables D042252446 f (34.82) f (34 82) Unsalesbtes D044310452 f (429.48) $ (429.48) Unsaleables 0050183445 f (185.71) f (185.71) Unsaleables 0043887446 f (48.43) S (48.43) Unsaleables 0046068452 $ (325.00) $ (325.00) Unsaleables 0051838445 f (118.07) f (116.07) Unsaleables 0045550448 $ (23.21) f (23.21) Unsaleables D047777452 f (1161) Unsaleables 0053551445 S (185.71) $ (185.71) Markdowns 0445959 S (70.00) S (70.00) Unsaleables 0047231446 f (58.04) f (58.04) Unsaleables 0049409452 f (348.21) S (348.21) Unsaleables D055219445 S (1,334.81) S (1,334.81) Unsaleables D052379446 $ (69.64) S (69.64) Unsaleables 0054786452 S (417.85) S (417.85) Unsaleables 17056916445 $ (742.85) S (742.85) Unsaleables 0054061448 $ (58.04) S (58.04) Unsaleables D056551452 $ (34.82) S (34.82) Unsaleables D058838445 $ (325.00) S (325.00) Unsaleables 0055876446 $ (11.81) S (11.81) Unsaleables 0058261452 S (17411) S (17411) Unsaleables D060392445 S (174.11) S (17411) Unsaleables 0057294448 S (11.61) S (11.81) Unsaleables D059911452 S (81.25) S (81.25) Unsaleables 0062010445 f (69.64) S (69.64) Unsaleables 0058956448 $ Unsaleables 0061649452 $ (58.04) S (58.04) Unsaleables D063713445 $ (69.64) S (8984) Unsaleables D063312452 $ (69.84) S (89.84) Unsaleables D065369445 $ (34.82) S (34.82) Unsaleables D062129446 S (23.21) S (23.21) Unsaleables 0065097452 $ (371.42) $ (371.42) Unsaleables D066963445 f (255.35) $ (255.35) Unsaleables D083801448 $ (197.32) S (197.32) Unsaleables D066905452 $ (1,334.81) S (1,334.81) Unsaleables 0068688445 $ (777.87) f (777.67) Unsaleables 0065410448 $ (150.89) S (150.89) Unsaleables D088663452 $ (220.53) S (220.53) Unsaleables D070508445 $ (266.96) S (266.96) Unsaleables D070019446 $ (34.82) $ (34.82) Unsaleables D073687452 $ (243.75) $ (243.75) Unsaleables D075710445 $ (69.64) $ (69.64) Unsaleables D071652448 $ (46.43) f (46.43) Unsaleables 0075428452 $ (58.04) S (58.04) Unsaleables D077388445 $ (46.43) $ (48.43) Unsaleables 0077241452 $ (139.28) S (139.28) Unsaleables D079142445 f (92.86) f (92.88) Unsaleables D074832448 f (46.43) f (48.43) Unsaleables 0078995452 f (34.82) S (34,82) Unsaleables D080897445 f (34.82) f (34.82) Recall Merchandise Returns R012873446 S (13,164.14) f (13,164.14) Recall Merchandise Returns R016374452 f (42,935.87) $ (42,935.87) Recall Merchandise Returns R017125452 f (90.32) S (90.32) RecaN Merchandise Returns R017015445 f (7,553.01) S (7,553.01) Recall Merchandise Returns R018292445 S (37,550.54) S 137,550.54) RecaN Merchandise Returns R019350445 S (4,348.85) S (4,346.65) Unsaleables D080754452 S (46.43) S (4843) Unsaleables D082698446 $ (104.46) f (104.46) Grand Total f 175,840.60) f 176.840.60) I _RA Books As of 5.31-13 Page 1 of 1 0 VERIFICATION I, Ric Clarke, hereby state that I am authorized to make this verification on behalf of Rite Aid HDQTRS. Corp. I verify that the foregoing document 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 unsworr► falsification to authorities. Ric Clarke RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. r y. v CD {o �• C, o AFFIDAVIT OF SERVICE v C7 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 84604. 2. On July 10, 2013, I caused the Complaint to be served upon the defendant by the mailing ofa true and correct copy to the defendant by United States certified mail, return receipt requested, postage prepaid, addressed as follows: Cortislim International, Inc., 28241 Crown Valley Parkway, Suite F-415, Laguna Niguel, CA 92677 ("Service Address"). 3. I received the return receipt indicating that the document was delivered to and accepted at the Service Address on behalf of the defendant on July 13, 2013, thereby completing service pursuant to Pa. R.C.P. 403. The return receipt card is attached hereto as i Exhibit "A." i I Brian P. Downey (PA 59891) Kathleen A. Mullen (PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 downeyb @pepperlaw.com iiiullenk@pepperlaw.com Date: July 23, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. SWORN TO AND SUBSCRIBED BEFORE ME THIS 23RD DAY OF JULY, 2013. NOTARY PUBLIC MY COMMISSION EXPIRES: Cp - JC _ a 0 /,S- COMMONWEALTH OF PENNSnVA141A NOTARIAL SEAL PAMELA K.BISHOP,Notary pubpc WY E*m of Harrisburg,Dauphin county June 5,2015 i -2- EXHIBIT A t4 + Y COMPLETE SECTION ON DELIVERY SENDER:COMPLETE THIS SECTION• Complete items 1,2,and 3.Also complete A. Sign item A if Restricted Delivery Is desired. X VJ�A�Addressee ent • Print your name and address on the reverse so that we can return the card to you. Received b ( nfad Name) C. D o Delivery • Attach this card to the back of the mailpiece, 1 or on the front if space permits. D. Isdeiiv �iif rietit ` 1? 0 es t. Article Addressed to: if YES, er d 7ddnew C3 No Cortislim International, Inc. -28241 Crown Valley Parkway . ;�,` . Suite F-415 Laguna Niguel, CA 92677 3. Service ms �!Certitted Mall C�EXpress Mall 0 Registered ;Q Return Receipt for Merchandise 0 Insured Mall 0 C.O.D. 4. Restricted Dellvery't(Extra Fee) 0 Yes 2. Article Number - 7009 2250 0000 3817 7962 {transfer from service labs¢ PS Form 3811,February 2004 Domestic Return Receipt 102595 02-M i5A0 i I i I I I I CERTIFICATE OF SERVICE I -hereby certify that on July 23, 2013, I served a copy of the foregoing Affidavit of Service on defendant by United States mail, first class postage prepaid, addressed as follows: Cortislim International, Inc. 28241 Crown Valley Parkway, Suite F-415 Laguna Niguel, CA 92677 Kathleen A. Mullen (PA 84604) l _ _ _, __ t i i i I i i I I RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. CERTIFICATION OF SERVICE OF NOTICE OF INTENTION TO FILE A PRAECIPE TO ENTER JUDGMENT OF DEFAULT On August 6, 2013, the undersigned caused a copy of the Notice of intention to file a Praecipe to Enter Judgment of Default to be served by United States certified mail upon Cortislim International, Inc. I verify that the facts are true and correct and understand that the statements made in this Certification have been made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities. Kathleen A. Mullen Dated: August 29, 2013 i CERTIFICATE OF SERVICE I, Kathleen A. Mullen, hereby.certify that on August 29, 2013, a true and correct copy of the foregoing was served via First Class,U.S. Mail, postage prepaid, upon the following: Cortislim International, Inc. 28241 Crown Valley Parkway Suite F 415 Laguna Niguel, CA 92677 Kathleen A. Mullen t i AUG-30-2013 11:27 PEPPER HAMILTON 717 238 0638 P.02 RITE AID IIDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. TO: Cortislim International, Inc. 28241 Crown Valley Parkway Suite F-4'15 Laguna Niguel, CA 92677 DATE OF NOTICE: August 6,2013 IMPORTANT NOTICE YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY AN ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN (10)DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A 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 CAN PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE, CUMBERLAND COUNTY BAR ASSOCIATION 32 S. Bedford Street Carlisle, Pennsylvania 17013 (800) 990-9108 AUG-30-2013 11:27 PEPPER HAMILTON 717 238 0638 P.03 Brian P. Downey (PA 59891) Kathleen A. Mullen(PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 downeyb @pepperlaw.c o rn mullenk @pepperlaw.com Date: August 6, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. -2- AUG-30-2013 11:27 PEPPER. HAMILTON 717 238 0638 P.04 RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO, 13-3356 CIVIL TERM vs. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION-LAW Defendant. TO: Cortislim International, Inc. 28241 Crown Valley Parkway Suite F-415 Laguna Niguel, CA 92677 DATE OF NOTICE: 6 augusto 2013 AVISON IMPORTANTE Usted esta en rebeldia porque ha fallado en tomar la accion exigida de su parte en este case. A menos de que usted actue dentro de diez dias de Ia fecha de este aviso, se puede registrar una sentencia contra usted, si el beneticio de una audiencia y puede perder su propiedad o derechos importantes. Usted debe llevar este aviso a un abogado enseguida. Si usted no tiene un abogado y no puede pagan por los servicios de un abogado, debe communicarse con la siguiente oficina para averiguar donde puede obtener ayuda legal: CUMBERLAND COUNTY BAR ASSOCIATION 32 S. Bedford Street Carlisle, Pennsylvania 17013 (800) 990-9108 TOTAL P.04 RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-3356 CIVIL TERM VS. CORTISLIM INTERNATIONAL, INC., CIVIL ACTION - LAW Defendant. NOTICE OF ENTRY OF JUDGMENT TO: Cortislim International, Inc. 28241 Crown Valley Parkway Suite F 415 Laguna Niguel, CA 92677 Pursuant to the requirements of Pa. R.C.P.No. 236, you are hereby notified that on 01A 9A -a ou , 2013,judgment by default was entered against you in e amount of$75,689.61, consisting entirely of principal. 2 Date: --> Prothonotary Counsel for Plaintiff certifies that the names and addresses of the proper parties/persons to receive this notice are: Cortislim International, Inc. 28241 Crown Valley Parkway Suite F 415 Laguna Niguel, CA 92677