Exhibit
10.17
Cellceutix Corporation
-and-
Girindus America, Inc. ("Contractor")
This Agreement
(the “Agreement”) is entered into as of June 22, 2009
(“Effective Date”) by and between Cellceutix
Corporation (hereinafter “Cellceutix”), a Delaware
corporation with a principal place of business at 100 Cummings
Center, Suite 151-B, Beverly, MA 01915 and Girindus America, Inc.,
a Delaware Corporation with place of business at 8560 Reading Road,
Cincinnati OH 45215-5528 (hereinafter, “Contractor"), a
corporation with a place of business at 8560 Reading Road,
Cincinnati, Ohio, 45215-5528 (collectively, the
“parties”).
In
consideration of the mutual covenants set forth herein and
intending to be legally bound, the parties hereto agree as
follows:
1.
Contractor agrees to manufacture for Cellceutix the compound known
as Kevetrin (tm) in accordance with the terms set forth
below.
2.
Contractor will manufacture approximately 3-4 kg of the compound,
but in no event less that 3 kg, for use in animal and human
studies. Contractor will undertake commercially reasonable
efforts to deliver the material within 75 days of the date
hereof. The project shall be performed in accordance with the
Proposal attached hereto as Exhibit 1. If and to the extent
any terms and conditions of the Proposal including its Exhibit 1
shall deviate from or be inconsistent with any provisions of this
Agreement, the provisions of this Agreement shall
prevail.
3. The
price for the work to be performed by Contractor will be
[redacted]. Contractor will invoice Cellceutix according to
the schedule set forth in Exhibit 1. The initial payment will
be non-refundable except that if Cellceutix finds Contractor's
facility unacceptable upon inspection within 15 days of the date
hereof, Contractor will refund the payment.
4.
Cellceutix representatives may visit the facility during regular
business hours within 15 days of the date hereof and at any time
when the work hereunder is being performed. The parties will
work together to schedule the visits so as to minimize disruption
to Contractor's work. Contractor's representatives will
provide any documentation reasonably requested by Cellceutix for
the purposes of confirming the ability of Contractor to meet its
obligations hereunder or confirming that the work being performed
is consistent with the terms of this Agreement.
5.
Warranties
All materials
will be free from claims or liens of third parties. The final
material will at the time of its QA/QC release by the Contractor
conform to the specifications mutually agreed to by the parties in
accordance with Exhibit 1 and to the certificate of analysis
provided to Cellceutix with the materials. Except for the
approximately 300g of non-GMP material described in Exhibit 1, all
materials will comply in all material respects with current Good
Manufacturing Practices regulations in effect at the time of
delivery to Cellceutix.
6.
Delivery
Delivery of the material
along with a certificate of analysis and documentation of the
process used will be made to Cellceutix at Contractor's facility in
Cincinnati, Ohio. Risk of loss will pass to Cellceutix at
that time.&nb
