1
Certain Confidential Information has been omitted
and filed separately with the Commission.
XXXXXXXX CHEMICALS
------------------
A CAMBREX COMPANY
EXHIBIT 10.32
SUPPLY AGREEMENT
THIS AGREEMENT (the "Agreement"), entered into as of this ninth day of
November, 1999 (the "Effective Date"), by and among XXXXXXXX CHEMICALS, INC.
("Xxxxxxxx"), a corporation organized under the laws of Iowa with a place of
business at 0000 00xx Xxxxxx, Xxxxxxx Xxxx, Xxxx 00000-0000 and GELTEX
PHARMACEUTICALS, INC., a Delaware corporation with a place of business at 000
Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 ("GelTex" or "Purchaser").
W I T N E S S E T H:
--------------------
WHEREAS, GelTex has sublicensed certain patent rights (the "Patent Rights")
obtained from Nitto Boseki Co. Ltd. ("Nittobo") to Xxxxxxxx pursuant to the
terms of a sublicense agreement dated July 10, 1997 (the "Sublicense Agreement")
and Xxxxxxxx has experience in the production of poly(allylamine hydrochloride),
as further described in Exhibit A hereto (the "Product");
WHEREAS, Xxxxxxxx is a wholly owned subsidiary of Cambrex Corporation, a
corporation organized under the laws of Delaware ("Cambrex"), and Cambrex is the
parent corporation of Nordic Synthesis (Sweden) and certain other companies.
WHEREAS, for purposes of this Agreement, the term "Affiliate" shall mean
any corporation or other entity that controls, is controlled by, or is under
common control with a party. A corporation or other entity shall be regarded as
in control of another corporation or entity if it owns or directly or indirectly
controls more than fifty percent (50%) of the voting stock or other ownership
interest of the other corporation or entity, or if it possesses directly or
indirectly, the power to direct or cause the direction of the management and
policies of the corporation or other entity or the power to elect or appoint
more than fifty percent (50%) of the members of the governing body of the
corporation or other entity.
WHEREAS, GelTex requires the Product for the production of RenaGel(R)
non-absorbed phosphate binder and CholestaGel(R) non-absorbed cholesterol
reducer (RenaGel(R) and CholestaGel(R) may hereinafter be referred to
collectively as "End Products");
WHEREAS, the End Products will be manufactured by certain third party
manufacturers identified in writing to Xxxxxxxx (the "Contract Manufacturers")
and will be marketed and sold by certain third party collaborators identified in
writing to Xxxxxxxx (the "Collaborators");
WHEREAS, Xxxxxxxx is willing to sell to GelTex and GelTex is willing to
purchase from Xxxxxxxx, Product manufactured by Xxxxxxxx in accordance with the
price and other terms set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
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ARTICLE I
MANUFACTURE AND SALE
--------------------
1.01 SUPPLY. During the term of this Agreement and subject to the terms and
conditions set forth herein, Xxxxxxxx shall manufacture and supply to
GelTex and GelTex shall purchase [ ]* of its
annual requirements of the Product from Xxxxxxxx. For purposes hereof,
GelTex's annual requirements shall include the annual requirements of
the Collaborators and Contract Manufacturers to which GelTex is
obligated to supply the Product.
1.02 QUALITY OF PRODUCT. Xxxxxxxx agrees to manufacture the Product to meet
the specifications set forth in Exhibit A hereto (the
"Specifications"), and in accordance with all applicable regulatory
requirements relating to the manufacture of the Product and the terms
and conditions of a Technical Agreement to be entered into between the
parties in a form substantially similar to that attached hereto as
Exhibit B (the "Technical Agreement"), and shall not deviate in any
way whatsoever therefrom without the written permission of a duly
authorized representative of the Purchasers.
1.03 SECONDARY SOURCE OF SUPPLY. Following Nittobo's approval to sublicense
the Patent Rights to a Cambrex Affiliate, Xxxxxxxx will make best
efforts to qualify Nordic Synthesis (Sweden) and / or another Cambrex
Affiliate as a secondary supplier of Product. Following such
qualification, Xxxxxxxx shall use such secondary supplier of Product
to manufacture such portion [ ]* as Xxxxxxxx shall
determine. Notwithstanding its use of a secondary source of supply,
Xxxxxxxx shall remain obligated to supply GelTex with the quantities
of Product described in Section 1.01, and Xxxxxxxx shall be
responsible for ensuring that all Product manufactured for GelTex,
whether by Xxxxxxxx or another Affiliate of Cambrex, satisfies the
quality requirements and meets the warranties sets forth in this
Agreement. If requested by GelTex, Xxxxxxxx shall use best efforts to
cause the secondary source to enter into a Technical Agreement with
GelTex.
ARTICLE II
TERM
----
2.01 TERM. The term of this Agreement shall commence on the Effective Date
and shall terminate [ ]* from the Effective Date hereof
(the "Initial Term"), and is not subject to earlier cancellation by
either party except as otherwise specifically provided herein.
November 9, 1999
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2.02 RENEWAL TERM. The Agreement shall automatically renew after the
Initial Term and continue in effect for one-year periods (each such
period being a "Renewal Term").
2.03 CANCELLATION. Should GelTex desire to cancel the Agreement at the end
of the Initial Term or at the end of any Renewal Term, then GelTex
must provide written notice of cancellation [ ]* prior to
the termination date of the Initial Term or the relevant Renewal Term,
as the case may be. Should Xxxxxxxx desire to cancel the Agreement at
the end of the Initial Term or at the end of any Renewal Term then
Xxxxxxxx must provide written notice of cancellation [ ]*
months prior to the termination date of the Initial Term or the
relevant Renewal Term, as the case may be. Should Xxxxxxxx terminate
this Agreement, Xxxxxxxx agrees to use reasonable efforts to secure
for GelTex an alternate supplier of the Product.
2.04 EXTENSION. Xxxxxxxx or GelTex has the option to open negotiations on
the extension of this Agreement two (2) years prior to its expiration.
ARTICLE III
PRICE, ORDERS AND TERMS OF PAYMENT
----------------------------------
3.01 PRICE. The price (Base Price) for the Product is [ ]*
per kilogram for calendar year 2000 and a price not to exceed
[ ]* per kilogram for the remainder of the Initial Term and
any Renewal Term [ ]*.
3.02 MINIMUM ANNUAL PURCHASE. Commencing in calendar year 2000, Xxxxxxxx
agrees to manufacture and GelTex shall purchase a minimum of
[ ]* kilograms of Product during each calendar
year of the Initial Term and during any Renewal Term. [ ]* kilograms,
GelTex will make a cash payment to Xxxxxxxx such that the total
revenue for Xxxxxxxx from the sale of Product and the cash payment
will be at least [ ]*.
3.03 PRICE REVISION. The Base Price will be subject to an annual
adjustment, commencing on January 1, 2001. That portion of the Base
Price representing [ ]* will be adjusted upward or
downward based upon [ ]* for the upcoming year. At
the end of each contract year, [
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]* be determined and any difference will be invoiced
to GelTex or credit made to its account. The price for [ ]*
for calendar year 2001 is [ ]*
(plus freight, insurance and applicable duty). GelTex has the
option to independently negotiate the price and supply of
[ ]* and have the price differential incorporated in any new
Product sales price calculations. The balance of the Base Price will
be further adjusted upward or downward each year [
]*.
3.04 PROJECTIONS. GelTex shall issue at quarterly intervals a twelve (12)
month forecast estimating its total requirements of Product from
Xxxxxxxx. Xxxxxxxx will use these forecasts for planning purposes
only, unless and until such time as GelTex issues a firm purchase
order for delivery of Product. If during any quarter, the quantity set
forth in firm purchase orders requested by GelTex exceeds the most
recent forecast provided for such quarter by more than [
]* Xxxxxxxx shall use its best efforts to accommodate any
increases in the quantity of Product which GelTex shall request under
new purchase orders.
3.05 PURCHASE ORDERS. GelTex shall submit purchase orders for quantities of
Product desired to Xxxxxxxx at its address designated in Section 9.06
hereof. Such purchase orders shall set forth the quantities of Product
to be purchased, the delivery dates and shipping instructions and
place of delivery, and shall allow at least [ ]* days for
delivery. Each purchase order issued hereunder shall be governed by
the terms of this Agreement, and none of the terms or conditions of
GelTex's or Xxxxxxxx'x forms shall be applicable, except for those
specifying quantity ordered, delivery dates, special supply and
packing instructions, and invoice instruction.
3.06 PAYMENT TERMS. Except as set forth at Section 4.03 herein, net payment
for the Product shall be due to Xxxxxxxx not later than thirty (30)
days from the date of invoice of Product by Xxxxxxxx. All payments and
communications regarding the Product shall be delivered to Xxxxxxxx at
the address designated in Section 9.06 hereof.
3.07 COMPETITION CLAUSE. On or after January 1, 2002 and after demand for
Product exceeds [ ]* kilograms per
calendar year, in the event GelTex can obtain Product from a reputable
source for quantities over [ ]*
kilograms per calendar year and in like quality and under similar
terms and conditions as set forth in this Agreement at a price which
is more than [ ]* less than the then existing Contract
Price,
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then GelTex shall so notify Xxxxxxxx in writing and provide
documentation of the price it has received from the reputable source;
provided, however, that GelTex shall be permitted to delete the
identity of the source in any documents provided. Within fifteen (15)
days of the date of GelTex's notice, Xxxxxxxx shall notify GelTex in
writing of its decision to match the price offered from the reputable
source. If GelTex does not receive such notice from Xxxxxxxx prior to
the expiration of the fifteen (15) day response period, then GelTex
shall be permitted to purchase amounts above [ ]*
kilograms from the other reputable source during the remainder of the
Initial Term or any Renewal Term; however, in no event will GelTex
purchase less than [ ]* kilograms of Product from
Xxxxxxxx per calendar year at the Contract Price for the remainder of
the Term of the Agreement.
3.08 PRICE RENEGOTIATIONS. GelTex shall have the option to reopen price
discussions once the Product production and sales volume exceeds
[ ]* kilograms per calendar year.
ARTICLE IV
DELIVERY AND TITLE
------------------
4.01 TERMS OF DELIVERY. The Product shall be shipped C.I.F. Xxxxxxx City,
Iowa to Dow Specialty Products Company (Midland, MI) and F.O.B.
Xxxxxxx City, Iowa to all other Contract Manufacturers unless
otherwise instructed by GelTex in writing and agreed to by Xxxxxxxx.
4.02 MANUFACTURE OF PRODUCT.
A. All Product delivered under this Agreement shall be manufactured
in compliance with the terms and conditions of the Sublicense
Agreement.
B. The Product shall be manufactured in accordance with all
applicable regulatory standards including, but not limited to,
Current Good Manufacturing Practices ("cGMP") and the Technical
Agreement. Xxxxxxxx shall be responsible for maintaining or
causing to be maintained, on behalf of GelTex, the retention
samples of the Product required by applicable regulatory
standards.
X. Xxxxxxxx shall provide the current Material Safety Data Sheet
(MSDS) to GelTex for all Product delivered hereunder.
X. Xxxxxxxx will maintain, and will cause any Affiliate to maintain,
complete and accurate records relating to the Product and the
manufacture, packaging and
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testing thereof for the period required by applicable regulatory
standards. Without limiting the generality of the foregoing,
Xxxxxxxx shall or shall cause any Affiliate to:
1) perform quality assurance and control tests on each lot of
Product manufactured before delivery and shall prepare and
deliver to GelTex a written report of the results of such
tests, with each report setting forth for each lot delivered
the items tested, specifications and results in a
Certificate of Analysis containing the types of information
required by applicable regulatory standards, and
2) prepare and maintain for a period of not less than five (5)
years and for so long as required under applicable
regulatory standards for each lot of Product manufactured a
certificate of manufacturing compliance containing the types
of information required by applicable regulatory standards,
which will certify that the lot of Product was manufactured
in accordance with Specifications and cGMPs.
E. Each party shall promptly advise the other of any safety or
toxicity problem of which either party becomes aware regarding
the Product or intermediates used in the manufacture of the
Product.
F. The parties shall make their best efforts to facilitate the
incorporation of process improvements approved by GelTex into the
Product manufacturing scheme. GelTex and Xxxxxxxx shall share
equally in the cost savings resulting from the process
improvements.
4.03 INSPECTION. Within a reasonable time of arrival of the Product at
GelTex's facility or the facility of a Contract Manufacturer, as the
case may be, the recipient of the Product shall inspect and test the
Product at its cost. If the party testing the Product finds that the
Product does not conform to the Specifications, GelTex shall within
thirty (30) days after the date of such arrival, give Xxxxxxxx written
notice of any claim setting forth the details of such non-conformity
and any payment for such non-conforming Product shall be delayed until
conforming Product has been accepted. Xxxxxxxx shall replace, at its
expense, any non-conforming Product within thirty (30) days after
Xxxxxxxx receives the above mentioned written notice. This procedure
shall continue until such time as the recipient of the Product shall
determine that the Product conforms to the Specifications. Disputes
between the parties as to whether all or any part of a shipment
rejected conforms to the Product Specifications shall be resolved by a
mutually acceptable third-party testing laboratory.
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4.04 PLANT VISITS. Xxxxxxxx shall, and shall cause any Affiliate to permit
representatives of GelTex and / or its Collaborators, to visit the
facilities where the Product is manufactured for the purpose of
reviewing the manufacture and testing of the Product and related batch
records and of conducting compliance audits associated with cGMPs and
other regulatory requirements. GelTex agrees to give Xxxxxxxx and any
Affiliate, as the case may be reasonable notice of any proposed visit
to a Product facility by a GelTex representative or a Collaborator
representative. Any such visits shall be during normal business hours
on work days and be subject to a standard confidentiality agreement.
In addition, Xxxxxxxx shall, and shall cause any Affiliate to, permit
governmental inspectors acting pursuant to statutory authority to
inspect the facilities where the Product is being manufactured, and to
review required documentation. Xxxxxxxx shall notify GelTex in advance
of any planned visit by a governmental inspector, and shall notify
promptly notify GelTex following an unscheduled visit by a
governmental inspector.
4.05 AUDIT RIGHTS. Xxxxxxxx agrees to provide GelTex with such financial
information as GelTex may reasonably request in order that GelTex may
verify that (i) any revisions to the Base Price permitted under
Section 3.03 hereof have been accurately calculated, and (ii) any cost
savings discussed in Section 4.02F have been accurately calculated and
divided.
ARTICLE V
WARRANTIES, [ ]* AND INSURANCE
-------------------------------------
5.01 WARRANTIES.
X. Xxxxxxxx warrants that
1) Product delivered pursuant to this Agreement (whether
manufactured by Xxxxxxxx or another Cambrex Affiliate) shall
(i) conform with the Specifications, (ii) be manufactured in
accordance with cGMPs and all other applicable requirements,
(iii) be conveyed with good title, free from any lawful
security interests, lien or encumbrance, and (iv) not be
adulterated or misbranded within the meaning of the Federal
Food, Drug and Cosmetic Act; provided, however, that
Xxxxxxxx shall not be liable for misbranding or adulteration
which is due to any labeling, instructions or packaging
provided to Xxxxxxxx by GelTex; and,
2) the facility used to manufacture the Product is in
substantial compliance with all applicable regulatory
requirements and there are no pending or
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uncorrected citations or adverse conditions affecting the
manufacture of Product noted in any inspection of the
facility.
3) XXXXXXXX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE HEREBY DISCLAIMED BY XXXXXXXX.
B. GelTex warrants that it is authorized to license the Patent
Rights to Xxxxxxxx and that the Contract Manufacturers identified
to Xxxxxxxx are authorized and accepted by Nittobo.
C. It is understood and agreed that Xxxxxxxx has no control over the
ultimate use of the Product or use of products that include or
were manufactured with the Product, and Xxxxxxxx shall have no
liability in connection with any such use.
5.02 SPECIFICATIONS. GelTex shall deliver to Xxxxxxxx written notice of any
required changes to the Specifications, and Xxxxxxxx will use its best
efforts to accommodate such Specification changes. [
]*
5.03 GELTEX [ ]*. GelTex shall [ ]*
5.04 XXXXXXXX [ ]*. Xxxxxxxx will [ ]*
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5.05 PATENT [ ]*. [ ]*.
5.06 [ ]* PROCEDURES. A party [ ]*
Section 5.03, 5.04, or 5.05 above, shall promptly notify [
]*
5.07 INSURANCE. Each party warrants to the other that it is currently
insured and covenants that at all times during the term of this
Agreement it will maintain a comprehensive general liability insurance
policy which
A. is sufficient to adequately protect against the risks associated
with its ongoing business, including the risks which might
possibly arise in connection with the transactions contemplated
by this Agreement and
B. provides that it cannot be terminated or canceled without giving
the other party thirty (30) days advance written notice.
ARTICLE VI
CONFIDENTIALITY
---------------
6.01 CONFIDENTIAL INFORMATION. All confidential information furnished in
writing and designated "CONFIDENTIAL" by GelTex to Xxxxxxxx, or any of
its respective
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affiliates, or furnished by Xxxxxxxx to GelTex or RenaGel LLC or any
of their affiliates, during the term of this Agreement, relating to
the subject matter hereof ("Confidential Information") shall be kept
confidential by the party receiving it, and the party receiving
Confidential Information shall not make use of it except for purposes
authorized by this Agreement, nor disclose any Confidential
Information to any person or firm unless previously authorized in
writing to do so; provided, however, that the party receiving
Confidential Information may disclose it as necessary to responsible
officers, employees and independent contractors for the purpose
contemplated by this Agreement, provided that such officers, employees
and independent contractors shall have assumed like obligations of
confidentiality.
6.02 OTHER INFORMATION. The foregoing limitations on the use and disclosure
of Confidential Information shall not apply
A. to the disclosure of information as required by any governmental
regulatory agency by any law or regulation, provided that the
owner of the Confidential Information has been given prior notice
of the required disclosure and all parties have taken all
reasonable steps to limit the required disclosure;
B. to information which at the time of disclosure or thereafter
lawfully becomes a part of the public domain through no fault of
the receiving party;
C. to information which was otherwise in the receiving party's
lawful possession prior to disclosure as shown by its written
records; or
D. to information which is released from confidential status by
mutual agreement of the parties.
6.03 PUBLICITY. Except as may be required by applicable laws and
regulations or a court of competent jurisdiction, as required to meet
credit or other financing arrangements, or as required or appropriate
in the reasonable judgment of either party to satisfy the disclosure
requirements of any applicable securities law or regulation, neither
party shall make any public release or other disclosure with respect
to this Agreement or the terms hereof without the prior consent of the
other party.
ARTICLE VII
RIGHTS TO PRODUCT
-----------------
7.01 OWNERSHIP. Any and all improvements, discoveries and/or inventions,
whether or not patentable, which may be made or conceived by Xxxxxxxx
or any of the other
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Cambrex Affiliates manufacturing Product during the Initial Term or
any Renewal Term of this Agreement and which is based on the Patent
Rights, the Product or products using the Product, shall be the sole
and exclusive property of GelTex. Xxxxxxxx shall provide and shall
cause any such Cambrex Affiliate to provide, full disclosure to GelTex
of all such improvements, discoveries, and/or inventions described
above, and shall execute or cause to be executed any and all
applications, assignments, or other instruments which GelTex shall
deem necessary or useful in order to apply for and obtain Letters
Patent of the United States and all foreign countries for discoveries
and improvements believed to be inventions, and shall assign and
convey or caused to be assigned and conveyed to GelTex sole and
exclusive right, title, and interest in and to the discoveries and
improvements and to all patent applications and patents thereon.
GelTex will bear the cost of preparation of all such patent
applications. Notwithstanding the above, GelTex grants Xxxxxxxx a
perpetual, royalty-free, world-wide license for any intellectual
property (whether or not patentable) made or conceived during the
Initial Term or any Renewal term related to, or useful in connection
with the Product manufacturing process for Xxxxxxxx'x use in the
manufacture of the Product and any other products.
ARTICLE VIII
TERMINATION FOR CAUSE
---------------------
8.01 EARLY TERMINATION. This Agreement may be terminated by:
X. Xxxxxxxx, or
B. GelTex as follows:
1) By a party immediately upon written notice by another party
that it has filed or has had filed against it a petition
under the Bankruptcy Act, makes an assignment for the
benefits of creditors, has a receiver appointed for it or
any of its assets.
2) By a party if another party fails to perform or otherwise
breaches any of its material obligations hereunder, by
giving notice of its intent to terminate and stating the
grounds therefor. The party receiving such notice shall have
sixty (60) days from receipt thereof if such breach or
failure involves a non-monetary obligation and fifteen (15)
days if the breach or failure is regarding a monetary
obligation, to cure the failure or breach, at which time
this agreement shall terminate if such failure or breach has
not been cured. In no event, however, shall such notice of
termination to terminate be deemed
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to waive any rights to damages or any other remedy which the
party giving notice of breach may have as a consequence of
such failure or breach.
8.02 EFFECT OF TERMINATION. Termination of this Agreement, for whatever
reason, shall not affect the obligations of specified in Sections
5.01, 5.03, 5.04, 5.05 or 5.06 or Sections 9.05, 9.07, 9.08, 9.10 or
9.11, or Articles VI or VII hereunder.
ARTICLE IX
GENERAL PROVISIONS
------------------
9.01 FORCE MAJEURE. Any delay in the performance of any of the duties or
obligations of either party hereto (except the payment of money)
caused by an event outside the affected party's reasonable control
shall not be considered a breach of this Supply Agreement and the time
required for performance shall be extended for a period equal to the
period of such delay. Such events shall include without limitation any
delay of FDA approval for products incorporating Product; acts of God;
acts of a public enemy; insurrections; riots; injunctions; embargoes;
fires; explosions; floods; or other unforeseeable causes beyond the
reasonable control and without the fault or negligence of the party so
affected. The party so affected shall give prompt notice to the other
party of such cause, and shall take whatever reasonable steps are
appropriate in that party's discretion to relieve the effect of such
cause as rapidly as possible. Notwithstanding the foregoing or
anything else in this Agreement to the contrary, should the force
majeure event result in inability of a party to fully perform
hereunder for a period of more than three (3) months, the other party
shall have the right to immediately terminate this Agreement.
9.02 ASSIGNMENT. No party shall assign this Agreement or any part thereof
without the prior written consent of the other parties; provided,
however, a party, without such consent, may assign or sell the same in
connection with the transfer, license or sale of substantially its
entire business to which this Agreement pertains, in the event of its
merger or consolidation with another company or in the event of the
transfer or sale to a wholly-owned subsidiary.
9.03 SUCCESSORS IN INTEREST. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their subsidiaries, affiliates,
successors and permitted assigns. Assignment to an Affiliate or
subsidiary shall not release the party making such assignment from
responsibility for its obligations under this Agreement.
9.04 ENTIRE AGREEMENT. This Agreement and the Technical Agreement, together
shall constitute the entire agreement between the parties hereto and
shall supersede
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any other agreements, whether oral or written, express or implied, as
they pertain to the Product. This Agreement may not be changed or
modified except by written instrument signed by both parties.
9.05 RELATIONSHIP. The relationship created by this Agreement shall be
strictly that of the buyer and seller. No party is hereby constituted
an employee, an agent or legal representative of the other party for
any purpose whatsoever, and is granted no right or authority hereunder
to assume or create any obligation, express or implied, or to make any
representation, warranties or guarantees, except as are expressly
granted or made in this Agreement.
9.06 NOTICE. Any notice required hereunder may be served by either party on
the other by personal delivery, or by sending same, post-prepaid, by
registered or by certified mail, or sent by facsimile to the
respective party's address set forth below:
Xxxxxxxx: Xxxxxxxx Chemicals, Inc.
0000 00xx Xxxxxx
Xxxxxxx Xxxx, XX 00000-0000
Attention: Vice President - Sales & Marketing
(fax 000-000-0000)
with a copy to: Cambrex Corporation
Xxx Xxxxxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Attention: General Counsel
(fax 000-000-0000)
GelTex: GelTex Pharmaceuticals, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
(fax 000-000-0000)
with a copy to: GelTex Pharmaceuticals, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Corporate Counsel
(fax 000-000-0000)
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RenaGel LLC RenaGel LLC
c/o GelTex Pharmaceuticals, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
(fax 000-000-0000)
or to such other address as one party may notify the other as provided
herein.
9.07 WAIVER. A waiver by any party for a breach of any of the terms of this
Agreement by any other party shall not be deemed a waiver of any
subsequent breach of the terms of this Agreement.
9.08 GOVERNING LAW. This Agreement is to be governed by and construed in
accordance with the laws of the State of Iowa.
9.09 SEVERABILITY. If any provision of this Agreement or the application of
any of such provision to any person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of
competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provisions thereof.
9.10 DISPUTE RESOLUTION. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association and judgment upon award rendered by the Arbitrator(s) may
be entered in any court having jurisdiction thereof. Written notice of
demand for arbitration shall be filed with the other party to the
Agreement and with the American Arbitration Association within a
reasonable time after the dispute has arisen. Any such arbitration
shall be held in Xxxxxxx City, Iowa if the arbitration is demanded by
GelTex, and in Boston, Massachusetts if Xxxxxxxx demands the
arbitration.
9.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of, which once so executed and delivered shall be
deemed an original, but all of which constitute but one and the same
Agreement. All headings, captions, exhibits, schedules and tables are
inserted by convenience of reference only and shall not affect the
meaning or interpretation of any provision hereof.
November 9, 1999
INITIAL: GelTex Pharmaceuticals, Inc.:
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Xxxxxxxx Chemicals Inc.: DPB
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15
Poly(allylamine hydrochloride) Supply Agreement
GelTex Pharmaceuticals, Inc. - Xxxxxxxx Chemicals Inc.
Page 15 of 15
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WITNESSETH: XXXXXXXX CHEMICALS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------- --------------------------------------
Xxxxxx X. Xxxxx, Ph.D.
Title: Vice President - Sales & Marketing
-----------------------------------
Date: November 9, 1999 .
-----------------------------------
WITNESSETH: GELTEX PHARMACEUTICALS, INC.
By: /s/ Xxxxxxxxx English By: /s/ Xxxx Xxxxxxxxx
----------------------- --------------------------------------
Title: President and CEO
-----------------------------------
Date: December 13, 1999
-----------------------------------
