SUPPLY AGREEMENT ANHYDROUS CRYSTALLINE MALTOSESupply Agreement |
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AMARILLO BIOSCIENCES INC | HAYASHIBARA BIOCHEMICAL LABORATORIES, INC | HAYASHIBARA SHOJI, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.52
SUPPLY AGREEMENT
ANHYDROUS CRYSTALLINE MALTOSE
THIS AGREEMENT is made and effective this 26th day of October, 2006, by and between AMARILLO BIOSCIENCES, INC., a Texas corporation with its principal place of business at 4134 Business Park Drive, Amarillo, Texas 79110 (hereinafter “ABI”) and HAYASHIBARA BIOCHEMICAL LABORATORIES, INC. and HAYASHIBARA SHOJI, INC., each of them with its principal place of business at 2-3, Shimoishii 1-chome, Okayama 700-0907, Japan (hereinafter collectively “Hayashibara”). ABI and Hayashibara collectively referred to hereinafter as the “Parties”.
WHEREAS, Hayashibara desires to grant to ABI, and ABI desires to have, the exclusive right to purchase and distribute Hayashibara’s pharmaceutical grade anhydrous crystalline maltose, subject to the specifications as attached herewith (hereinafter “ACM”), for sale as an active ingredient in a nutraceutical product to treat dry mouth, which are developed, produced and commercialized by ABI's proprietary technology worldwide, except Japan.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, Hayashibara and ABI agree as follows:
Section 1. Right to Purchase and Distribute Exclusively for Dry Mouth.
Hayashibara hereby grants to ABI the exclusive right to purchase, distribute and sell, worldwide, except Japan, a nutraceutical product for human consumption containing ACM as an active ingredient to relieve dry mouth (hereinafter the “Products”).
Section 2. Consideration.
Hayashibara shall receive a transfer fee from ABI in the amount of **** per kilogram. f.o.b. Kobe, Japan. At any time after the second contract year, either Party may notify the other that it desires to renegotiate the transfer fee. In such case, the parties shall attempt, in good faith, to agree to a mutually acceptable transfer fee. In the event the Parties agree to a modified transfer fee, said modified fee shall remain in force for a minimum of Two (2) years, and if the term of this Agreement is then within Two (2) years of expiration, the term of this Agreement shall be extended so that this Agreement shall terminate Two (2) years from the date the modified transfer fee became effective. In the event the Parties fail to agree to a modified transfer fee, either Party may terminate this Agreement by giving Six (6) months advanced written notice to the other party.
Section 3. Term.
Unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of Five (5) years from the date of this Agreement. After that initial term, the Agreement shall be automatically renewed for successive One (1) year term unless one of the Parties gives written notice of termination or modification of this Agreement to the other
**** Indicates that a portion of the text has been omitted and filed separately with the Commission
CONFIDENTIAL
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within Thirty (30) days prior to commencement of the renewal term. Any termination pursuant to this paragraph shall not relieve Hayashibara of any obligation to fill purchase orders placed with Hayashibara prior to termination. Similarly, such termination shall not relieve ABI of any obligation to Hayashibara to pay for ACM delivered by Hayashibara and any payment due hereunder prior to tell termination.
If ABI shall at any time during the initial term or any subsequent renewal term of this Agreement default in any obligation hereunder or fail to pay any payment due, and such default shall not be cured within sixty (60) days after written notice from Hayashibara to ABI specifying the nature of the default, Hayashibara may terminate this Agreement, or may demand specific performance and remedies for violation of the terms of this Agreement under applicable law.
If ABI shall be involved in financial difficulties as evidenced (a) by its commencement of a voluntary bankruptcy under any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of such a voluntary bankruptcy; or (b) by its failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute within Sixty (60) days after initiation of such action or petition; or (c) by its seeking relief as a debtor under any applicable law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by consenting to or acquiescing in such relief, or (d) by the entry of an order by a court of competent jurisdiction finding it to be bankrupt or insolvent, or ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors or assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property or assets; or (e) by its making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property, this Agreement shall be terminated immediately.
Section 4. Orders, Shipment and Payment.
Actual quantities and delivery dates relating to ACM shall be specified in purchase orders submitted by ABI to Hayashibara, which purchase orders shall constitute firm and legally binding orders. Unless otherwise agreed in writing, Hayashibara hereunder shall accept each "individual purchase order by notifying ABI in writing its acceptance of an order within Ten (10) business days of receipt of the pu






