Exhibit 10.12
This document, when properly executed, shall constitute a Supply Agreement
between Progenics Pharmaceuticals, Inc. with offices at ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ("Progenics") and Intracel Corporation, with offices
at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Intracel").
1. PERIOD OF AGREEMENT: February 1, 1996 through January 31, 1999. After the
original term, this Agreement will renew automatically for successive 12
month periods unless either party gives notice to the other of its
intention not to renew at least 120 days prior to the expiration of the
then current term.
2. MATERIAL: Recombinant HIV-1LAI gp120 (full-length) and recombinant
soluble human CD4 produced in a Chinese Hamster Ovary ("CHO") expression
system referred to hereafter as "gp120" and "CD4" or together as
"Product" (see attached Product Specification Sheets).
3. MATERIAL SPECIFICATIONS: Material shall be supplied in the form and
manner, and must conform in all material respects to the specifications
set out in the attached Product Specification Sheets. Alterations to
these specifications require the express written consent of each party.
4. PRICE:
[***]
5. MINIMUM PURCHASE: 10 milligrams of gp120 or CD4.
6. PAYMENT TERMS: Net 30 days, following the receipt of a properly prepared
and correct invoice.
7. DELIVERY TERMS: F.O.B. Tarrytown, NY.
8. RELEASES: Intracel will advise Progenics of its purchase requirements at
least quarterly, or as may otherwise suit the parties by agreement.
Progenics shall ship Product as required by Intracel according to a
mutually agreed upon schedule. Progenics shall advise Intracel at its
earliest opportunity if it is unable to ship Product at an agreed upon
time. Progenics will, on a best effort basis, attempt to fulfill any
unscheduled, or spot requirements of Intracel.
[***] Confidential Treatment Requested
9. LABELING AND PACKAGING: Both Intracel's and Progenics' names shall appear
on the main product label, along with the following statement:
"Manufactured by Progenics Pharmaceuticals, Inc." Both Intracel's and
Progenics' names and logos shall appear on promotional literature, along
with the following statement: "Manufactured by Progenics Pharmaceuticals,
Inc."
All labels to be approved by both parties. All product labeling and
literature shall contain the phrase "For Laboratory Use." Progenics will
package product as 100 micrograms per vial, or in other package sizes as
mutually agreed upon by both parties. Product will be shipped on dry ice.
Shelf life of the Product will be no less than six (6) months upon
receipt by Intracel.
10. CONFIDENTIALITY: The parties hereto shall keep confidential all
confidential technical information, shall not disclose or make known to
any individual, firm, or corporation, except when authorized in writing
to do so by the other party, and shall not use such information for any
purpose other than the performance of the obligations provided in this
Agreement. The provisions of this clause shall remain binding for five
(5) years after the termination of this agreement. Each party shall use
the same degree of care to avoid disclosure of confidential technical
information as the party employs with similar information of its own
which it does not desire to publish or disclose. Any confidential
information shared between the parties must be identified and labeled in
writing as confidential. The confidentiality of and information disclosed
verbally must be identified in writing as confidential no more than 14
days after disclosure.
This obligation shall not apply to information and/or documents which:
A) Are or come within the public domain otherwise than as a consequence
of a breach of the obligations hereunder;
B) Are known to the receiving party prior to disclosure by the other
party as shown by the receiving party's records;
C) Are lawfully disclosed to the receiving party by third parties; or
D) Are subsequently independently developed by the receiving party
through no reference whatsoever to disclosure hereunder.
11. WARRANTY: Progenics warrants the packaged product hereunder shall meet
the specifications set forth in the attached Product Specification Sheets
and shall be free from defects except those caused by misuse or
mishandling occurring after such delivery. Progenics agrees to notify
Intracel prior to making any formulation changes in the Product.
Progenics further warrants that packaged product will meet the warranty
of merchantability and fitness for intended use. In the event of a recall
of Product, Progenics agrees to reimburse Intracel for all reasonable
costs incurred in the recall.
12. USE OF MATERIAL: Progenics shall supply Intracel sCD4 and gp120 to be
sold by Intracel to third parties. The material will be used only for
research purposes and not for other uses such as clinical diagnostics or
therapeutic development. This Agreement is limited to resale of sCD4 and
gp120 as packaged at Progenics and does not allow Intracel to modify the
Product or combine the Product with other components, with the exception
of labeling Product with biotin, HRP, or FITC, which is permitted.
13. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed
to empower either party to act as agent for the other. The parties agree
that each of them shall, in relation to its obligations hereunder, be
acting as an independent contractor.
14. CANCELLATION: This Agreement may be canceled by either party upon 120
days written notice to the other party.
15. ENTIRETY: This Agreement, together with the Attachments specifically
referenced and attached hereto, embodies the entire understanding between
Intracel and Progenics, and there are no contracts, warranties, or
representations, oral or written, express or implied, with reference to
the subject matter hereof which are not merged herein. Except as
otherwise specifically stated, no modification hereto shall be of any
force or effect unless reduced to writing and signed by both parties and
expressly referred to as being modifications of this Agreement.
AGREED & APPROVED:
For Progenics: For Intracel:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., Ph.D. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman & CEO Title: Controller
Signature: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Date: February 7, 1996 Date: February 8, 1996