Exhibit 10.18
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CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY
ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS 200.80(B)(4),
200.83 AND 230.406.
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LICENSE AND SUPPLY
AGREEMENT
This Agreement dated this 31st day
of March, 2003, by and between Cardinal Health P.R. 409 B.V. having
its principal offices at Rd 925 Km 6.1, Bo. Junquito, Humacao PR
00791 (hereafter called “ Cardinal Health ”),
and SkinMedica, Inc. (hereafter called “ Purchaser
”), having its principal offices at 5909 Sea Lion Place,
Suite H, Carlsbad, CA 92008.
BACKGROUND
A. Cardinal Health specializes in
manufacture, packaging and related services for the pharmaceutical
and cosmeceutical industries and has certain technical and
commercial information and know-how relating thereto.
B. Purchaser is a Delaware
corporation engaged in the business of marketing dermatological
products.
C. Purchaser desires to engage
Cardinal Health to manufacture and supply certain of
Purchaser’s products.
D. Cardinal Health is the owner of
certain proprietary patented packaging technology commonly referred
to as the DelPouch, which can be used in the unit-dose packaging of
topical pharmaceutical and cosmeceutical products as well as
certain proprietary delivery technology commonly referred to as
Microsponge.
E. Purchaser desires to acquire from
Cardinal Health, and Cardinal Health desires to grant to Purchaser,
an exclusive right to purchase certain Products as set forth herein
using the aforesaid proprietary patented technologies upon the
terms and conditions set forth herein.
TERMS
In consideration of the mutual
promises made by the parties hereto and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound, the parties hereto
agree as follows:
1. DEFINITIONS
The following terms as used in this
Agreement shall have the meanings set forth in this Article unless
the context clearly indicates to the contrary:
(a) “ Affiliate(s)
” with respect to Cardinal Health, means Cardinal Health 400,
Inc. (Sterile); Cardinal Health 402, Inc. (Development); Cardinal
Health 403, Inc. (Oral); Cardinal Health 404, Inc. (Oral); Cardinal
Health 405, Inc. (Development); Cardinal Health 407, Inc. and its
subsidiaries (Packaging); Cardinal Health 409, Inc. and its
subsidiaries (Oral); Cardinal Health P.R. 409 B.V. (Sterile);
Cardinal Health 410, Inc. (Sterile); Cardinal Health 411, Inc.
(Commercialization); and any other subsidiary of Cardinal Health,
Inc. as may be designated by Cardinal Health, Inc. With respect to
Purchaser, “Affiliate” means any corporation,
firm, partnership or other entity which controls, is controlled by
or is under common control with a party. For purposes of this
definition, “ Control ” shall mean the ownership
of at least fifty percent (50%) of the voting share capital of such
entity or any other comparable equity or ownership
interest.
(b) “ Agency ”
shall mean any governmental regulatory authority involved in
regulating any aspect of the development, Manufacturing, market
approval, sale, distribution or use of the Product in the
Territory.
(c) “ Benzoyl Peroxide
Products ” shall mean collectively the trade and sample
products to be Manufactured under this Agreement in three (3)
concentrations of benzoyl peroxide packaged both in a tube and
DelPouch as requested by Purchaser in accordance with the terms and
conditions of this Agreement, as described more completely on
Attachment 2.
(d) “ Calendar Quarter
” shall mean each three (3) month calendar period ending on
the last day of March, June, September, or December of a given
year.
(e) “ Cardinal Health
Materials ” means all Cardinal Health Confidential
Information, the Cardinal Health Patents, other intellectual
property and developments (including all know-how, inventions,
designs, concepts, improvements, technical information, manuals,
instructions or specifications), owned, licensed or used by
Cardinal Health for drug delivery, or in developing or
Manufacturing of Products and the packaging equipment, processes or
methods of Manufacturing, or any improvements to any of the
foregoing, including any container, pouch, vial, ampoule or other
form of container developed by Cardinal Health.
(f) “ Cardinal Health
Patent(s) ” means the Patent(s) set forth in Attachment
1.
(g) “ Certificate of
Analysis ” means a summary of the quality control
testing, as described in the Specifications, performed by the
Cardinal Health for Products supplied under this
Agreement.
(h) “ cGMP ”
means current Good Manufacturing Practices of the U.S. Food and
Drug Administration, as may be amended from time to
time.
(i) “ Contract Year
” means each twelve (12) month period during the Term which
begins on the Effective Date or anniversary of the Effective
Date.
(j) “ Delivery Date
” shall mean the date set forth in the relevant Purchase
Order on which Cardinal Health must supply Purchaser with Products
pursuant to Section 6(c).
(k) “ DelPouch ”
means certain proprietary patented packaging technology owned by
Cardinal Health and described in U.S. Patent No.
6,007,264.
(l) “ Effective Date
” shall mean the date set forth on page 1 of this
Agreement.
(m) “ EpiQuin Product
” shall mean the trade and sample products to be Manufactured
under this Agreement containing EpiQuin and packaged in a DelPouch
in accordance with the terms and conditions of this Agreement, as
described more completely on Attachment 2.
(n) “ Facility ”
shall mean Cardinal Health’s facility at Road 925 Km. 6.1 Bo.
Junquito, Humacao, PR 00791 or facility at State Road #3 Km. 82.2
Humacao, P.R. 00791 or such other facility as agreed by the
parties.
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(o) “ Force Majeure
” shall mean any of the following events or conditions,
provided that such event or condition did not exist as of the date
of execution of this Agreement, was not reasonably foreseeable as
of such date and is not reasonably within the control of either
party and prevents as a whole or in material part, the performance
by a party of its obligations hereunder: acts of state,
governmental or regulatory action, orders, legislation,
regulations, restrictions, priorities or rationing, riots,
disturbance, war (declared or undeclared), terrorism, strikes,
lockouts, slowdowns, prolonged shortage of energy supplies,
interruption of transportation, embargo (inability to procure or
shortage of supply materials, equipment or production facilities),
delay of subcontractors or vendors, acts of God, fire, earthquake,
flood, hurricane, typhoon, explosion and accident.
(p) “
Manufacture/Manufactured/Manufacturing ” shall mean
the compounding, filling, packaging and testing of the Products as
provided in this Agreement, the Development Plan (as defined in
Section 2, below), applicable master batch records and the
Specifications, including the development, scale-up, validation,
stability, formulation, finished product testing.
(q) “ Microsponge
” means certain proprietary patented technology owned or
licensed by Cardinal Health and described in U.S. Patent Nos.
5,145,675 and 4,690,825.
(r) “ Patent(s) ”
shall mean (i) valid United States patents, reexaminations,
reissues, renewals, extensions, term restorations, divisionals,
continuations and continuations in part thereof, and foreign
counterparts thereof, and (ii) pending applications for the United
States and foreign patents and foreign counterparts thereof.
“ Patent ” also includes a Supplementary
Certificate of Protection of a member state of the European
Community and any other similar protective rights in any other
country.
(s) “ Product(s)
” shall mean each of or any of the products set forth on
Attachment 2 Manufactured pursuant to this Agreement and the
Specifications which (i) in the absence of this Agreement, the use,
sale or distribution of which would result in the infringement of
one or more claims in the Cardinal Health Patents; or (ii) utilize
Cardinal Health Materials.
(t) “ Purchase Order
” shall mean a written document issued by Purchaser to
Cardinal Health in accordance with Section 6(c) hereof, authorizing
Cardinal Health’s performance of Manufacturing and other
related services pursuant to the terms of this
Agreement.
(u) “ Purchaser’s
Materials ” shall mean all Purchaser Confidential
Information, intellectual property and developments owned,
developed or provided by Purchaser, including, without limitation,
Patents, patent applications, know-how, inventions, designs,
concepts, improvements, technical information, trademarks or trade
names relating to such materials.
(v) “ Raw Materials
” means all raw materials, supplies, components and packaging
necessary to manufacture the Product in accordance with the
Specifications.
(w) “ Scope of Work
” shall mean the responsibilities of Cardinal Health and
Purchaser as set forth in Attachment 4.
(x) “ Specifications
” shall mean the specifications and quality control testing
for each Product mutually agreed upon by the parties promptly after
the completion of the formulation work in the Development Phase (as
defined in Section 5(a)) for such Product. The Specifications may
be amended or modified only upon the written agreement of both
parties.
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(y) “ Territory ”
shall mean the United States, its territories, commonwealths and
possessions.
(z) “ Tube Agreement
” shall mean the Manufacturing and Supply Agreement between
Enhanced Derm Technologies, Inc. and SkinMedica dated June 15,
2002.
2. DEVELOPMENT, SUPPLY, AND GRANT OF
LICENSE
(a) Development Plan . Within
*** following the execution of this Agreement, the parties shall
execute a development plan for each Product (“ Development
Plan ”). The Development Plan shall set forth the
responsibilities of the parties covering the activities and timing
for the formulation and process development studies, package
development and filling studies, pilot scale compounding and
filling studies, pre-validation compounding and filling studies,
and validation and stability testing to support (i) transfer of the
finalized EpiQuin formulation to Puerto Rico, (ii) transfer of the
finalized Benzoyl Peroxide formulation to Puerto Rico, and (iii)
finalization of the DelPouch packaging. In the event of a conflict
between the terms of this Agreement and the Development Plan, this
Agreement shall control.
(b) ***
(c) Supply . Cardinal Health
shall supply, and Purchaser shall purchase and pay for the
Products, subject to the terms and conditions of this Agreement,
including the Scope of Work. Subject to the terms of Section 5(d),
Cardinal Health agrees that Purchaser shall have the following
exclusive purchase rights during the Term of the
Agreement:
(i) Purchaser shall have the
exclusive right to purchase from Cardinal Health the EpiQuin
Product (or any other product that contains hydroquinone as an
active ingredient) in the DelPouch, but solely for use in the field
of pigmentation disorders in the Territory, and solely to the
extent they are available by prescription, but not including any
such product in a DelPouch that is sold to a consumer without a
prescription; and
(ii) Purchaser shall have the
exclusive right to purchase from Cardinal Health the Benzoyl
Peroxide Products (or any other product that contains benzoyl
peroxide as the sole active ingredient) in the DelPouch for use in
the Territory to the extent they are available by prescription, but
not including any benzoyl peroxide product in a DelPouch that is
sold to a consumer without a prescription.
(iii) Purchaser shall have the
exclusive right to purchase from Cardinal Health the Benzoyl
Peroxide Products as formulated with Microsponge in a tube for use
in the Territory to the extent they are available by prescription,
but not including any benzoyl peroxide product in a DelPouch that
is sold to a consumer without a prescription, provided, however,
that Cardinal Health shall be entitled to continue supplying two
current customers (and their successors or assigns) of
Cardinal
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Health affiliates, who are currently
purchasing benzoyl peroxide Microsponge entrapment from Cardinal
Health affiliates. Cardinal Health and its Affiliates agree not to
supply benzoyl peroxide Microsponge entrapment, where benzoyl
peroxide is the sole active ingredient, or the Microsponge to any
third party (“Third Party Purchaser”) other than the
two current customers unless the Third Party Purchaser agrees in
writing not to market, use, or distribute such material, or supply
it to others to market, use, or distribute in a prescription
product in the Territory where benzoyl peroxide is the sole active
ingredient.
For purposes of clarity, Cardinal
Health agrees that Cardinal Health and its Affiliates shall not
supply the Products, directly or indirectly, to any third party,
including to its Affiliates, except (i) as set forth in subsection
2(c)(iii), or (ii) to the extent such Products are sold outside of
the Territory, or (iii) to the extent such Products are available
without a prescription, or (iv) in the case of the Benzoyl Peroxide
Products, to the extent such Products contain another active
ingredient in addition to benzoyl peroxide, or (v) in the case of
the EpiQuin Products, to the extent such Products have an
indication outside the field of treatment of pigmentation
disorders.
(d) To the extent not prohibited by
law, Purchaser shall not sell or distribute any Product to
customers outside of the Territory or to any party whom Purchaser
knows, or has reason to believe, may export a Product outside the
Territory. Purchaser shall obtain a representation and warranty
from third party customers purchasing the Product from SkinMedica
that such customers shall use, sell or distribute the Products
solely in the Territory. Purchaser shall take all reasonable
actions within its legal rights and powers to cause such third
parties to cease such exportation.
(g) Purchaser shall promote, market,
and sell the Products only for use in the Territory. Purchaser
shall use commercially reasonable efforts and make reasonable
expenditures to market and promote sales of the Products for use in
the Territory. Purchaser’s good faith efforts and
expenditures will be at least comparable to Purchaser’s
efforts and expenditures for other Purchaser products. Purchaser
shall maintain a qualified sales organization sufficient to cover
the Territory as accepted by industry standards, and Purchaser
shall ensure that it gives proper coverage to the Products
throughout the Territory on a regular basis. During the term of
this Agreement, Purchaser shall not, without Cardinal
Health’s prior written consent, directly or indirectly,
manufacture, promote or sell any product containing benzoyl
peroxide or EpiQuin in the concentrations identified in Attachment
2 other than those Products to be manufactured under this Agreement
and the Tube Agreement.
(h) Trademark .
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(i)
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During the term
of this Agreement, Cardinal Health grants to Purchaser a
non-exclusive, royalty free license (without a right to sublicense)
for the use of the trademarks identified in Attachment 3 attached
hereto (each, a “ Trademark ”) in connection
with the Products and Purchaser agrees that the Trademark shall
appear on the Products in a manner as generally depicted in
Attachment 3 and subject to review and approval by Cardinal Health.
The Trademarks shall be used only in connection with, and subject
to, the terms of this Agreement and only on the Products. Purchaser
is further authorized to use, in connection with the foregoing, the
Trademarks in Product related marketing material including the use
of the Trademarks in publicity, advertising, signs, product
brochures, cartons and other forms of advertising (“
Marketing Material ”) subject to the terms and
conditions of this Agreement.
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(ii)
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Purchaser
acknowledges the ownership of the Trademarks by Cardinal Health,
agrees that it will do nothing inconsistent with such ownership,
and agrees that all use of the Trademarks by Purchaser and all good
will developed from such use shall inure to the benefit of and be
on behalf of Cardinal Health. Purchaser agrees to maintain the
integrity of the Trademarks, use the Trademarks in accordance with
good customary trademark practice, and avoid taking any action that
would in any manner impair or detract from the value of the
Trademarks or the goodwill and reputation of Cardinal Health.
Purchaser shall not use the Trademarks other than as strictly
provided for herein.
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(iii)
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Purchaser shall
cooperate with Cardinal Health in facilitating Cardinal
Health’s control of the use of the Trademarks, including
complying with the conditions set forth from time-to-time by
Cardinal Health with respect to the style, appearance and manner of
use of the Trademarks. Purchaser shall, if requested by Cardinal
Health, place a notice on the Products and/or Marketing Material to
identify the licensed use and the proprietary rights of Cardinal
Health. Purchaser shall, prior to any application of a Trademark to
any Product or use in Marketing Material, provide to Cardinal
Health a sample of such proposed use for review and written
approval. The proposed use of a Trademark shall be deemed approved
unless Cardinal Health provides Purchaser with a written objection
to the proposed use within seven (7) days of receipt of the sample.
Marketing Material review and approval may include, without
limitation, content, style, appearance, composition, timing and
media.
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(iv)
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The trademark
license shall terminate concurrently with the exclusive rights to
purchase Product as set forth in Section 2 of this
Agreement.
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3. RAW MATERIALS AND
ARTWORK
(a) Raw Material . Cardinal
Health shall be responsible for procuring, inspecting and releasing
adequate Raw Materials to Manufacture the Products. If Customer
insists on a specific supplier to be used for a Raw Material,
Customer shall be responsible for the timeliness of supply,
quantity of supply and quality of supply of such Raw Materials. If
Cardinal Health provides reasonable documentation indicating that
the cost of any such Raw Material is greater than Cardinal
Health’s costs for such Raw Material of equal quality from
other vendors, Cardinal Health shall add the difference between
Cardinal Health’s cost of the Raw Material and
Customer’s mandated supplier’s cost to the Price of the
Product. Customer will be responsible for all direct costs
associated with qualification of a new supplier of a Raw Material
not previously qualified by Cardinal Health.
(b) Artwork . Purchaser shall
provide approved specifications for labeling and packaging and
approved artwork, trade dress, advertising and packaging
information (collectively “ Artwork ”) to be
used by Cardinal Health to Manufacture the Product or approve such
items in writing prior to procurement of Raw Materials. Artwork
shall be considered a part of the Specifications.
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(c) Reimbursement for
Materials . Cardinal Health shall use reasonable commercial
efforts to maintain appropriate quantity of Raw Materials to meet
the Firm Commitment. In the event of (i) a Specification change for
any reason; or (ii) expiration or termination of this Agreement for
any reason, Customer shall bear the cost of any unused Raw
Materials.
4. SHIPPING AND PAYMENT
(a) Shipping . Subject to the
following provisions, all Product will be delivered F.O.B. the
Facility. The common carrier shall be selected by Purchaser and
title and risk of loss of the Product shall pass to Purchaser upon
delivery by Cardinal Health. Purchaser shall insure the Product in
transit.
(b) Payment . Cardinal Health
shall invoice Purchaser ***; provided, however, that if Purchaser
requests that Cardinal Health delay delivery beyond the delivery
date specified in Purchaser’s Purchase Order, Cardinal Health
shall invoice Purchaser on ***. Purchaser shall make full payment
of each invoice to Cardinal Health, at the address specified on the
invoice, no later than *** from the date of receipt of such
invoice. If Purchaser has not made payment in full by the
expiration of such *** period, Cardinal Health may, at its option
elect to: (i) charge a late payment fee on such unpaid amount equal
to *** per month of such unpaid amount; or (ii) suspend any further
deliveries hereunder until such invoice is paid in full.
(c) Bill and Hold . If
Purchaser fails to take delivery on any scheduled Delivery Date,
Purchaser shall be invoiced on the first day of each month for
reasonable administration and storage costs. For each such lot of
undelivered Product, Purchaser agrees that: (i) Purchaser has made
a fixed commitment to purchase such Product, (ii) risk of ownership
for such Product passes to Purchaser, (iii) such Product shall be
on a bill and hold basis for legitimate business purposes, (iv) if
no delivery date is determined at the time of billing, Cardinal
Health shall have the right to ship the Product to Purchaser within
four months after billing, and (v) Purchaser will be responsible
for any decrease in market value of such Product that relates to
factors and circumstances outside of Cardinal Health’s
control. Within *** following a written request from Cardinal
Health, Purchaser shall provide Cardinal Health with a letter
confirming items (i) through (v) of this Section for each batch of
undelivered Product.
(d) Advance Payment . If at
any time, in Cardinal Health’s reasonable determination,
Purchaser’s credit is materially impaired, Cardinal Health
shall have the right to require payment in advance before making
any further shipment of the Product. If Purchaser shall fail,
within a reasonable time, to make such payment in advance, or if
Purchaser shall fail to make payment when due, Cardinal Health
shall have the right, at its option, to suspend any further
deliveries hereunder until such default is corrected, without
thereby releasing Purchaser from its obligations under this
Agreement.
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5. DEVELOPMENT FEES, PRICING, AND MINIMUM
VOLUMES
(a) Development Fees.
Purchaser has previously paid Cardinal Health the development fee
for the EpiQuin Products under the Tube Agreement. Purchaser shall
pay Cardinal Health a prototype development fee of *** for the
Benzoyl Peroxide Products upon execution of this Agreement.
Purchaser shall pay *** of the prototype development fee for
Benzoyl Peroxide Products on the Effective Date and the remaining
*** upon completion of the development of three prototype
formulations for the Benzoyl Peroxide Products. Cardinal Health
agrees to use commercially reasonable efforts to complete
development of the three prototype formulations by June 30,
2003.
(b) Product Price . Purchaser
shall pay to Cardinal Health the price for Manufacturing and
supplying the Product, as set forth in Attachment 5 attached hereto
(“ Price ”). Any tax (other than Cardinal
Health’s income or franchise taxes), however denominated and
measured, imposed upon the Product or upon its Manufacture,
production, packaging, storage, inventory, sale, distribution,
transportation, delivery, use or consumption shall be paid by
Purchaser.
(c) Price Adjustments . The
Price is subject to adjustment *** per Contract Year, effective on
each anniversary date of this Agreement, upon *** written notice
from Cardinal Health to Purchaser in an amount up to ***. In
addition to the foregoing, Cardinal Health shall be entitled to
pass through the actual amount of all price increases for Raw
Materials beyond the *** that are reasonably documented by Cardinal
Health to Purchaser. Upon request, Cardinal Health shall provide
reasonable supporting documentation for such increases.
(d) Minimum Requirement
.
(i) Purchaser shall purchase the
minimum volume of *** units of EpiQuin Product (“ Minimum
EpiQuin Requirement ”) during each twelve (12) month
period, the first of which shall begin upon first acceptance of a
shipment of an EpiQuin Product by Purchaser. A unit is a single
DelPouch sample or single use trade size. One (1) trade size tube
equals sixty (60) units of EpiQuin Product. The parties further
agree that Purchaser’s purchase of EpiQuin Products from
Enhanced Derm Technologies, Inc. (“ EDT ”) under
the Tube Agreement shall count towards the Minimum EpiQuin
Requirement. If Purchaser does not submit purchase orders to
Cardinal Health with delivery dates sufficient to meet such Minimum
EpiQuin Requirement during each applicable *** period, at least ***
prior to end of such *** period, Cardinal Health shall provide
Purchaser a written notice of its failure to satisfy the Minimum
EpiQuin Requirement. If Purchaser does not respond to such written
notice within *** and ***, Cardinal Health may convert the
exclusive purchase rights granted by Cardinal Health to Purchaser
for the EpiQuin Products under Section 2(c)(i) to non-exclusive
purchase rights for the EpiQuin Products.
(ii) Purchaser shall purchase the
minimum volume of *** units of the Benzoyl Peroxide Products in
DelPouch (“ Minimum BPO DelPouch Requirement ”)
and
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*** of Benzoyl Peroxide Products (“
Minimum BPO Tube Requirement ”) during each ***
period, the first *** period to begin upon first acceptance of a
shipment of a Benzoyl Peroxide Product by Purchaser. A unit is a
single DelPouch sample or single use trade size. If Purchaser does
not submit purchase orders to Cardinal Health with delivery dates
sufficient to purchase the Minimum BPO DelPouch Requirement or the
Minimum BPO Tube Requirement during each applicable *** period, at
least *** prior to end of such *** period, Cardinal Health shall
provide Purchaser a written notice of its failure to satisfy such
requirements and the parties shall have the following
options:
(a) If (i) Purchaser submits
purchase orders to Cardinal Health with delivery dates sufficient
to purchase *** units of Benzoyl Peroxide Products in DelPouch, and
(ii) Purchaser does not pay to Cardinal Health the difference
between the total amount Purchaser would have paid to Cardinal
Health if Purchaser had purchased *** units of Benzoyl Peroxide
Product in DelPouch and the sum of all purchases of Benzoyl
Peroxide Product in DelPouch from Cardinal Health during such ***
period, then Cardinal Health may convert the exclusive purchase
rights granted by Cardinal Health to Purchaser for the Benzoyl
Peroxide Products under Section 2(c)(ii) to non-exclusive purchase
rights for the Benzoyl Peroxide Products.
(b) If (i) Purchaser submits
purchase orders to Cardinal Health with delivery dates sufficient
to purchase less than *** of Benzoyl Peroxide Products in DelPouch,
and (ii) Purchaser does not pay to Cardinal Health the difference
between the total amount Purchaser would have paid to Cardinal
Health if Purchaser had purchased *** units of Benzoyl Peroxide
Product in DelPouch and the sum of all purchases of Benzoyl
Peroxide Product in DelPouch from Cardinal Health during such ***
period, then Cardinal Health shall have the right to terminate the
exclusive purchase rights in Section 2(c)(ii) and terminate its
supply to Purchaser of the Benzoyl Peroxide Products in a
DelPouch.
(c) If (i) Purchaser submits
purchase orders to Cardinal Health with delivery dates sufficient
to purchase *** units of Benzoyl Peroxide Products in a tube, and
(ii) Purchaser does not pay to Cardinal Health the difference
between the total amount Purchaser would have paid to Cardinal
Health if Purchaser had purchased *** units of Benzoyl Peroxide
Product in a tube and the sum of all purchases of Benzoyl Peroxide
Product in a tube from Cardinal Health during such *** period, then
Cardinal Health may convert the exclusive purchase rights granted
by Cardinal Health to Purchaser for the Benzoyl Peroxide Products
in a tube under Section 2(c)(iii) to non-exclusive purchase rights
for the Benzoyl Peroxide Products.
6. FORECAST, PURCHASE AND
SUPPLY
(a) Purchase and Supply .
During the Term of this Agreement and subject to subsection (d) of
this Section 6, Purchaser shall purchase and Cardinal Health
shall
