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EXHIBIT 10(i)
CONTRACT WITH DISTRIBUTOR
THIS AGREEMENT, made in duplicate this Ninth (9th), day of, November
1993, A.D., by and between ADVANCED VIRAL RESEARCH CORP. of Miami, Florida,
U.S.A., incorporated under the laws of the state of Delaware, hereinafter called
Company, and
DORMER LABORATORIES INC., of 00 Xxxxxxxx Xx, #0
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
hereinafter called Distributor
WITNESSETH:
1. Company hereby grants to Distributor for $10.00 and other good and just
considerations, the exclusive rights to import warehouse, market, sell,
and distribute the antiviral pharmaceutical product, known as
"RETICULOSE" (PEPTIDE-NUCLEIC ACID) and all improvements thereto within
the territory and country, CANADA, (the "territory").
2. Company assumes no responsibility for any misuse, improper use other
than recommended by the appropriate medical authorities, or illegal use
of the product, RETICULOSE.
3. Distributor hereby accepts the above rights to sell RETICULOSE in said
territory, and agrees to make all sales hereunder in accordance with
this Agreement. Distributor further covenants to use its best efforts
to promote the use and sale of RETICULOSE In the aforementioned
territory, and further covenants that it will not knowingly sell
RETICULOSE outside thereof for resale during the term of this
Agreement.
4. It is agreed that this Agreement does not constitute Distributor the
agent or legal representative of Company for any purpose whatsoever.
Distributor is NOT granted any right or authority to assume or create
any obligation or responsibility, expressed or implied, in behalf of or
in the name of Company or to bind Company in any manner or thing
whatsoever.
5. This Agreement shall continue in force and govern all transactions and
relations between the partes hereto for a period of time of five (5)
years from the time that import approval for RETICULOSE is granted by
the government of the territory and country which is the subject of
this Agreement. The term will be extended by mutual agreement at the
end of each five (5) year period, provided agreed upon performance
figures are maintained. In the event that the Company makes change of
ownership, merges with another company, enters joint venture, or
similar business arrangement, this Agreement will remain in force with
all rights of the Distributor including price adjustments and will be
perpetuated without change until the term of the contract is completed.
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CONTRACT WITH DISTRIBUTOR PAGE 2 DATE: 09 November 1993
6. No change, addition or erasure of any portion of this Agreement (except
filling in of blank lines) shall be valid or binding upon either party.
It is declared by both parties that there are no oral or other
agreements or understandings between them affecting this Agreement, or
related to the selling of RETICULOSE. This Agreement supersedes all
previous agreements between the parties.
7. Company agrees that for so long a time as Distributor shall continue to
sell RETICULOSE in a manner and to an extent and quantity satisfactory
to Company, and while this Agreement shall be and remain in effect, no
other or different person, firm or corporation will be granted the
rights of selling RETICULOSE in the aforesaid territory.
In order to be eligible for the exclusive right to import, market and
sell RETICULOSE, Distributor must be willing meet certain purchase minimums
following the registration of RETICULOSE as hereinunder established.
Year 1............Minimum Purchase of 1,000 Ampules
Year 2............Minimum Purchase of 2,000 Ampules
Year 3............Minimum Purchase of 5,000 Ampules
Year 4............Minimum Purchase of 10,000 Ampules
Year 5............Minimum Purchase of 20,000 Ampules
In the event that Distributor fails to meet annual minimum purchase requirements
the first 2 years and 50% of the mutually agreed upon minimum purchase for the
succeeding years, the Company may, at its discretion, declare this Agreement
Null and Void.
8. This Agreement constitutes a personal contract and Distributor shall
not transfer, or assign same or any part thereof without Company's
consent, nor will Company do so without Distributor's consent.
9. Distributor agrees to pay Company for RETICULOSE according to the
attached schedule of prices, which said schedule of prices may b change
from time to time with notice, subject to world market cost changes.
(SEE APPENDIX "A").
ALL PRICES ARE F.O.B. FREEPORT, BAHAMAS
ALL PAYMENT FOR ALL ORDERS WILL BE MADE BY APPROPRIATE INTER-BANK TRANSFER, OF
FUNDS IN U.S. DOLLARS, WITHIN 30 DAYS OF SHIPMENT.
10. Distributor agrees to provide Company with quarterly reports of his
sales of RETICULOSE within his territory and country.
11. In case of the termination of this agreement by either party for any
reason, Company may, at its option, repurchase from Distributor at the
net price paid by Distributor to Company, plus actual freight on
shipments to Distributor, any and all of the RETICULOSE on hand in
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CONTRACT WITH DISTRIBUTOR PAGE 3 DATE: 09 November 1993
Distributor's place of business or in the possession of Distributor,
upon demand and the tender by Company of the repurchase price.
Distributor shall be obligated to deliver such goods to Company
forthwith. Company reserves the right, however, to reject any
RETICULOSE which does not meet Company's specifications for quality,
identity, purity and labeling.
12. Notwithstanding anything herein contained to the contrary, Distributor
undertakes and assumes full responsibility to secure and obtain all
necessary and appropriate national, regional and local governmental
approvals, licenses, permits and registrations and any other necessary
documentation required to import and distribute RETICULOSE into and in
the territory. In the event that Distributor is unable to secure and
obtain all necessary and appropriate national, regional and local
governmental approvals, licenses, permits and registrations and any
other necessary documents required to import and distribute RETICULOSE
into the territory, within a reasonable period from the date hereof
(two years), the Company may negotiate option to terminate this
agreement on ninety (90) days written notice effective the date of
sending such notice by registered mail, telegram or TELEFAX.
13. The Trade Name "RETICULOSE" will belong to Advanced Viral Research
Corporation, if registered for Company by Distributor, or any other
agent.
14. If for any valid reason whatsoever Company deems its interests may b
imperiled, or in case of the incapacity, death or insolvency of
Distributor, or in case an application is made to have Distributor
declared bankrupt, then Company may at its option cancel this agreement
without any notice whatsoever to Distributor.
15. The failure of either party at any time to require performance by the
other party of any provision hereof shall in no way effect the full
right to require such performance at any time thereafter. Nor shall the
waiver by either party of a breach of any provision hereof be taken or
held to be a waiver of any succeeding breach of such provision or as a
waiver of the provision itself.
16. This Agreement is to be governed by and construed according to the laws
of the State of Florida; and under the jurisdiction of the U.S. Federal
District Court, Miami, Florida, U.S.A. It is understood, however, that
this is a general form of agreement, designed for use in the United
States of America, and in countries wherever Company may desire to sell
RETICULOSE and that any provisions herein which in anywise contravenes
the laws of any state, country or jurisdiction, shall be deemed not to
be a part of this Agreement therein.
17. Company reserves the right to make any design or manufacturing changes
which will improve RETICULOSE'S appearance, quality, or medical
effectiveness, without notice to Distributor. If any such changes are
made, there will be no obligation on Company to make such changes upon
any RETICULOSE previously shipped to Distributor.
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CONTRACT WITH DISTRIBUTOR PAGE 4 DATE: 09 November 1993
18. Distributor shall NOT during the term of this agreement sell any
pharmaceutical product of any other manufacturer which shall in any way
compete with the sale of RETICULOSE, as covered by this agreement.
19. Distributor shall pay all excise or sales taxes or any taxes that may
be required to be paid by Distributor or Company by statute or
regulation of any government, outside the U.S. in Distributor's
territory.
20. If during the term of this agreement Distributor shall have reason to
believe it has any claim against Company, in respect of any transaction
growing out of this agreement, Distributor shall in writing notify
Company within thirty (30) days after Distributor knows or has reason
to know the basis of any such claim. Failure to give such notice shall
relieve Company from any and all liability on any claim in respect of
any transaction growing out of this agreement, notice and full details
of which are not given to Company in writing within thirty (30) days
after such termination. The provisions of this paragraph shall survive
the termination of other provisions of this agreement.
21. If RETICULOSE is required for clinical testing purposes of the Canadian
government or for registration purposes, Company will provide these
ampules, at no charge, up to limits set by the Company.
22. All laboratory or clinical studies initiated by the Distributor for
which free RETICULOSE is provided must be first approved by Company.
The results of all studies, all research data and documentation and any
research publications resulting from studies initiated by Distributor
or any of his agents will belong to Company, and will be made use of at
Company's discretion, and such studies are only permitted as part of
this exclusive agreement.
23. This agreement is not valid or binding until and unless executed by the
President or duly authorized officer of Advanced Viral Research
Corporation, and the President or duly authorized officer of the
Distributor, Dormer Laboratories Inc.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
seals the day and year first above written.
/S/ Xxxxxxx Xxxxxxxxx /S/
----------------------------- -------------------------
ADVANCED VIRAL RESEARCH CORP. DORMER LABORATORIES INC.
PRESIDENT DISTRIBUTOR TITLE: President
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APPENDIX A TO AN AGREEMENT MADE
THE 9TH DAY OF NOVEMBER 1993
RETICULOSE PRICE SCHEDULE 1993
FOR CANADA
EACH AMPULE CONTAINS 2 mL. FOUR DOSES PER AMPULE
1. Price per ampule shall be U.S. $6.74 provided that such prices shall be
varied from quarter year to quarter year during the term of this Agreement
in accordance with the following volume prices based upon the volume ordered
by the Distributor in the quarter year immediately preceding the date of any
order placed by the Distributor.
SCHEDULE ESTABLISHED ON A PER ANNUM BASIS
1 - 1,250 AMPULES........................... U.S. $6.74 PER AMPULE
1,251 - 5,000 AMPULES....................... U.S. $6.50 PER AMPULE
5,001 - 10,000 AMPULES...................... U.S. $6.30 PER AMPULE
10,001 - 25,000 AMPULES..................... U.S. $6.20 PER AMPULE
25,001 - 50,000 AMPULES..................... U.S. $5.95 PER AMPULE
50,000 - 100,000 AMPULES.................... U.S. $5.60 PER AMPULE
100,001 - 200,000 AMPULES................... U.S. $5.40 PER AMPULE
200,001 - 500,000 AMPULES................... U.S. $5.10 PER AMPULE
500,001 - 1,000,000 AMPULES................. U.S. $4.75 PER AMPULE
Multiples over one million ampules per year, prices will be negotiable.
2. ALL PRICES ARE F.O.B. FREEPORT, BAHAMAS.
3. ALL PAYMENTS FOR ALL ORDERS SHALL BE EFFECTED IN U.S. DOLLARS BY
INTER-BANK TRANSFER OF FUNDS.
4. PRICES APPLY TO UNIT CONSISTING OF AN AMPULE CONTAINING 2 mL REPRESENTING
FOUR DOSES.
5. THE ABOVE PRICING MAY BE INCREASED AFTER DECEMBER 31, 1995 TO RECOVER ANY
COST INCREASES INCURRED BY THE INCREASES IN MANUFACTURING COSTS BY THE
COMPANY OVER THE UNIT COSTS INCURRED IN 1995, PROVIDED THAT THE PRICES
CHARGED THE DISTRIBUTOR SHALL NOT BE GREATER THAN PRICES CHARGED BY THE
COMPANY TO ANY OF ITS DISTRIBUTORS.
