Exhibit 10.3
CONFIDENTIAL
Supply Agreement
September 9th 2010
This Contract outlines the principal terms and conditions with respect to a
commercial agreement between the following parties:
Moxisign (pty) Ltd., a Company organized and incorporated in South Africa having
Registration No: 2009/020089/07 ("Moxisign"); ▇▇▇▇ Pharmaceuticals Pvt. Ltd., a
Company organized and incorporated in India having Registration No:
U24230MH1996PTC097178 ("▇▇▇▇")
The parties agree to be bound by the terms of this Contract.
Summary
▇▇▇▇ is a leading pharmaceutical company based in India. ▇▇▇▇ has the ability to
supply formulated Anti Retroviral pharmaceuticals ("ARV's") as well as the
Active Pharmaceutical Ingredients in granular form (" Granular API"). Moxisign
has the desire and ability to sell ARV's and Granular API's to the South African
government's Department of Health ("DoH") by submitting a completed localized
tender submission. Moxisign has the ability to lobby their case to the relevant
stakeholders and commit to do such. Moxisign agrees to undertake to perform the
necessary Bioavailaility at their cost. The Stability testing and any other
testing expenses like Reference Standards, Columns, testing and storage charges,
ect for testing Anti-retroviral by ▇▇▇▇ shall be shared equally between the
parties. ▇▇▇▇ agrees to provide assistance in this process to Moxisign.
Terms of Contract
The term of this Contract shall be 36 (thirty-six) months, unless extended by
the mutual consent of all parties. Either parties may upon giving 90 (ninety)
days written notice to the other, terminate this agreement.
Conditions of Contract
1. Exclusive License - ▇▇▇▇ shall ▇▇▇▇▇ Moxisign the exclusive license to
offer its Anti-Retrovirals products in South Africa for a period of 30
(thirty-six) months
2. ▇▇▇▇ further agrees to:
a. Provide ARV's that ▇▇▇▇ manufacture in packaged form and prodie
patient information inserts as required by the Medicines Control
Council of South Africa;
b. Provide Moxisign with the necessary Dosssiers for the Drug
registrations for ARV's with Medical Control Council of South
Africa;
c. Make available any new products in the ARV range if they are
released during the contract period subject to the approval by
the Drug Control Authority of India;
d. Agree to price negotiations based on pricing of API for any drug
and agree to provide ARV's at a fair price in order to allow
Moxisign to fulfil its Tender requirements; the price quoted by
▇▇▇▇ shall be valid for a reasonable period of 6 weeks with
maximum upto 3 months. The price quoted will change based on any
increase or decrease in the price ofr API's by 5%;
e. To use its best efforts to deliver its product as ordered and in
the time necessary, to allow Moxisign to meet its obligations to
the South African government as stipulated in terms of the
Tender;
f. Ensure that its produc meets safety standards fro production as
per WHO GMP.;
g. Ensures its product has consistent quality to meet the necessary
MCC requirements;
3. Moxisign further agrees to:
a. Make an upfront payment of 50% by T/T along with the confirmed
orders on a quarterly basis with supply terms to be mutually
agreed between the parties on order to order basis and the
balance 50% payments by at Sight Irrevocable Letter of Credit
issued and confirmed by any Class 1 European Bank before
shipment;
b. Market Amol's products for such South African government tenders
that require ARV's by submitting a bid at Government Tenders and
distributing through Moxisign's distribution network;
c. Manage the entire sales process;
d. Manage the entire after sales and client support process;
e. Make available onsite team for lobbying and government relations;
f. Finance its own operating costs;
g. Afford ▇▇▇▇ first right of refusal to supply ARV's and Granular
API's that Moxisign may require for sale and distribution
throughout South Africa;
h. Provide ▇▇▇▇ with adequate notice should there be any change to
the tender requirements on account of changes in treatment for
HIB and as dictated by South African Government; ▇▇▇▇ would not
hold Moxisign liable for any such change in Tender
specifications; In such a situation.
a. Money invested by ▇▇▇▇ for procurement of raw materials or
production of ARV's shall be equally shared between the parties.
4. Intellectual Property ("IP")
The IP of the individual parties shall remain the sole property of each
individual party. All ▇▇▇▇ IP shall remain confidential. All results from
Bioavailability and Stability testing performed by ▇▇▇▇ will be readily
available to Moxisign.
5. Any addition or deletion to this agreement shall be mutually agreed between
the parties in writing from time to time.
6. Dissolution
Upon voluntary or involuntary bankruptcy, insolvency or liquidation.
7. Dispute resolution:
Any dispute between parties relating to this agreement shall be settled as per
the Laws of Republic of India and shall have jurisdiction in India or any
International Chamber of Commerce in India.
Dr L.L Ramakrishnan ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Director Director
/s/ Dr. L.L Ramakrishnan /s/ ▇▇▇. ▇▇▇▇▇ ▇▇▇▇
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For and on behalf of Moxisign For and on behalf of ▇▇▇▇
(PTY) Ltd. Pharmaceuticals Pvt. Ltd
Date: 9th September 2010 Date: September 9, 2010