SUPPLY AGREEMENT
This
Supply Agreement (“Agreement”) dated as of December 22, 2010 (the
“Effective Date”), is by and between Genzyme Pharmaceuticals LLC, with principal
offices located at Xxxxxxxxx 0, 0000 Xxxxxxx, Xxxxxxxxxxx (“Genzyme”) and
Discovery Laboratories, Inc., a Delaware corporation with a principal office
located at 0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000
(“Discovery”).
Whereas,
Genzyme, by virtue of its proprietary technologies and know-how, has developed
and manufactures the material described on Exhibit A
attached hereto (the “Material”); and
Whereas,
Discovery desires to secure a long-term supply of quantities of the Material for
its product described on Exhibit A (the
“Product”) and Genzyme is willing to supply such quantities of its Material to
Discovery as Discovery’s exclusive supplier of the product.
Now,
Therefore, in consideration of the mutual promises and covenants set forth
herein,
Genzyme and Discovery (each a “Party,” collectively the “Parties) agree
as follows.
1. Supply. During
the term of this Agreement, Discovery shall purchase [***] of Material for
commercial manufacturing from Genzyme and Genzyme shall sell to Discovery such
quantities of the Material as ordered from time to time by Discovery. Nothing
herein shall limit Genzyme’s ability to supply Material to other
customers.
2. Duration. This
Agreement shall have effect upon execution and shall remain in effect for the
initial term indicated on Exhibit A (the
“Term”) Thereafter, this Agreement shall be renewed automatically for
successive two (2) year periods unless terminated by either Party by written
notice not later than sixteen (16) months prior to expiration of the
initial term or any renewal period.
3. Specification and Quality
Control Standards; GMP Compliance.
3.1 The
quantities of the Material to be supplied hereunder shall be manufactured by
Genzyme in accordance with all applicable laws, rules and regulations, and in
conformity with the specification and quality control standards set forth in the
Quality Agreement , dated as of even date herewith, entered into between the
Parties, and as such Quality Agreement may be amended from
time-to-time (collectively, the “Specifications”). If Discovery
wishes to change the Specifications, Genzyme shall use its reasonable endeavors
to carry out such change subject to agreement on a reasonable change (increase
or decrease) in price, if appropriate, to reflect any costs or savings
consequent thereon. Genzyme shall consult with and must obtain
written consent from Discovery, which consent shall not be unreasonably
withheld, reasonably in advance of making any changes in the Specifications, or
other aspect of the production, storage, and transport of Material which
will:
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(a)
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Cause
a change in the Material purity
profile;
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[***] Confidential treatment requested.
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(b)
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Requires
Discovery to revalidate its own process or methods, as reasonably
determined by Discovery;
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(c)
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Require
Discovery to re-audit Genzyme, as reasonably determined by
Discovery;
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(d)
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Require
Discovery or Genzyme to submit or resubmit any documentation to the FDA,
as reasonably determined by either
Party.
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The
Parties hereby agree that subject to the foregoing, Genzyme may otherwise alter
the Specifications upon sixty (60) days prior written notice to
Discovery.
3.2 Genzyme
shall make available to Discovery such data and information in relation to
Material as is reasonably necessary to ascertain compliance with this Agreement
and to qualify the use of Material in the Product with appropriate regulatory
authorities. However, nothing here shall be construed as placing
Genzyme under an obligation to disclose to Discovery any data relating to the
actual production or purification of the Material except as Genzyme deems
appropriate for Discovery to satisfy itself regarding the security or quality of
supply of the Material or unless Discovery is required to supply any such data
to any appropriate regulatory authorities, in which case Genzyme shall provide
such information to Discovery or arrange for direct disclosure to such
regulatory authorities at Discovery’s expense. Discovery may visit
and inspect Genzyme’s facilities used in the manufacture and testing of the
Material once per year with reasonable prior notice; provided, however, that
should regulatory or supply considerations reasonably require that Discovery
visit Genzyme’s facilities more than once per year, Discovery and its
representatives may conduct additional visits of the facility at appropriate
times agreed upon between the parties and such additional visits will be at the
sole expense of Discovery. Discovery shall pay Genzyme for time spent and
expenses associated with any additional visits or requests for information that
exceed the permitted one day audit time per year. Genzyme will
invoice Discovery for such charges, which will be payable in accordance with
Section 6 hereof.
3.3 In
addition to complying with the Specifications, Genzyme shall carry out the
production and purification of the Material to be supplied hereunder in
accordance with the U.S. Food and Drug Administration (“FDA”) and Good
Manufacturing Practice (“GMP”) regulations and shall allow inspection of Genzyme
facilities by U.S. or foreign regulatory authority representatives to enable the
said representatives to verify Genzyme’s compliance with GMP and all other
relevant regulations. Genzyme may alter the production and
purification processes for the Material upon prior written notice to Discovery
in accordance with the Quality Agreement but only if Genzyme follows all
appropriate regulatory procedures and obtains any relevant regulatory approvals
and there is no material change to the Specifications for the
Material.
4. Estimates and
Orders. As soon as practical after the Effective Date, and
within the last ten (10) business days of each calendar quarter thereafter,
Discovery shall deliver to Genzyme a twelve (12) month rolling
Forecast (the “Forecast”) of the quantity of material to be purchased
by Discovery. The first two quarters (six months) of such Forecast will be
considered a firm commitment for production quantities (the “Binding Forecast”)
and the remainder of the Forecast shall be advisory
only. Accordingly, the first quarter quantity in each subsequent
Forecast shall be identical to the second quarter quantity in the previous
Forecast unless the parties otherwise agree in writing. Within fourteen days of
delivery of each Forecast, Discovery shall submit to Genzyme a written purchase
order (the “Order”) for the Material which shall represent the six-month firm
commitment as illustrated by the Forecast. Genzyme may reject any
order which (i) exceeds [***] of the most current forecast underlying such order
or (ii) is received at a time when Discovery is delinquent in payment hereunder.
Genzyme shall be deemed to have met its delivery obligations provided that the
Material is shipped for arrival within [***] of the requested delivery
date. The Parties further agree that if the foregoing forecasting
and/or, ordering mechanisms set forth in this Section 4 are determined by the
Parties, in good faith cooperation and giving reasonable consideration to each
Party’s economic and business needs, to be inappropriate given the experience of
the Parties and the then-existing manufacturing and supply circumstances
regarding Material hereunder, the Parties agree to negotiate in good faith
appropriate amendments to the applicable mechanisms in the supply procedures,
provided, however, that Genzyme shall have no obligation to agree to any changes
to the Binding Forecast.
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5. Delivery. The
Material shall be supplied FCA Genzyme’s manufacturing
facility in Liestal, Switzerland (Incoterms 2000) cleared for export with any
and all freight and packaging expenses being prepaid by Genzyme and added to
Genzyme’s invoice to Discovery for payment by Discovery. Title to and
risk of loss of the Material shall pass to Discovery at the time of [***]. All
shipments shall meet the specifications set forth in the Specifications and be
accompanied by a Certificate of Analysis. Material shall be delivered to
Discovery in accordance with a delivery schedule provided by Discovery in the
Order, provided that no delivery be required to be made within [***] of such
Order.
6. Prices and
Payment.
6.1 Discovery
shall pay the prices specified in Exhibit B for the
Material delivered by Genzyme. Subject to Section 8.7, Genzyme may adjust the
prices [***] upon completion of the second year of the Term. Any
adjustments shall be effective immediately thereafter.
6.2 The
price does not include sales, use, excise or any other similar taxes imposed by
federal, state or local governments, and accordingly such taxes shall be paid by
Discovery.
6.3 Invoices
for Material shall be sent to Discovery on or after the date of shipment of
Material and all payments due hereunder shall be paid by Discovery on a net,
thirty (30) day basis from date of receipt of the applicable
invoice.
6.4 Discovery
shall pay Genzyme a fee of [***] (the “Regulatory Fee”) for costs incurred by
Genzyme that are associated with the filing and maintenance of the
Drug Master File (DMF) and all supporting documentation. The first
quarterly Regulatory Fee shall be due upon execution and delivery of this
Agreement and the remaining quarterly Regulatory Fees shall be due on the first
day of each calendar quarter thereafter; provided, however, that if
Discovery’s total Orders in any calendar year exceed [***] United States dollars
Discovery’s obligation to pay the Regulatory Fee as set forth in this Section
6.4 shall terminate.
[***] Confidential treatment requested.
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7. Confidentiality.
7.1 Each
Party hereto (a “Recipient”) recognizes that the other Party hereto and its
subsidiaries and affiliated corporations (a “Discloser”) own or have licensed
certain confidential information, including but not limited to secret or
confidential data, proprietary information, trade secrets, technology, formulae,
processes, procedures, scientific studies, regulatory submissions, business
plans, information and the like, whether all of the same be in writing or not,
and that Discloser has disclosed or may disclose to Recipient portions of such
confidential information (all of which is referred to as “Confidential
Information”). Use of the Confidential Information shall be solely
for the purposes of complying with this Agreement. Recipient agrees
to maintain the confidential status of such Confidential Information and not to
disclose the same to persons not authorized herein or otherwise authorized in
writing by Discloser to receive such Confidential Information. Confidential
Information shall not include information that was (i) in the public domain
prior to the time of its disclosure under this Agreement; (ii) entered the
public domain after the time of its disclosure under this Agreement through
means other than an unauthorized disclosure resulting from an act or omission by
the Recipient; (iii) was independently developed or discovered by the
Recipient prior to the time of its disclosure under this Agreement; (iv) is
or was disclosed to the Recipient at any time, whether prior to or after the
time of its disclosure under this Agreement, by a third party having no
fiduciary relationship with the Discloser and having no obligation of
confidentiality with respect to such Confidential Information; or (v) is
required to be disclosed to comply with applicable laws or regulations, or with
a court or administrative order, provided that the Discloser receives prior
written notice of such disclosure, as well as notice of the terms and
circumstances surrounding such request or requirement, so that the Discloser may
seek an appropriate protective order or waive compliance with the provisions of
this Agreement, and that the receiving party takes all reasonable and lawful
actions to obtain confidential treatment for such disclosure and, if possible,
to minimize the extent of such disclosure. If, failing the
entry of a protective order or the receipt of a waiver hereunder, the Recipient
is, in the opinion of counsel acceptable to the Discloser, legally compelled to
disclose such Confidential Information, the Recipient may disclose that portion
of the Confidential Information which counsel advises the Recipient that it is
legally compelled to disclose. The Recipient will use its best
efforts to obtain and will not oppose action by the Discloser to obtain an
appropriate protective order. The Recipient shall cause its
representatives and agents to comply with this Section 7.
8. Termination /
Breach. Notwithstanding any other provisions of this
Agreement, either Party, at its option, may terminate this
Agreement;
8.1 Should
the other commit an act of bankruptcy, be declared bankrupt, voluntarily file or
have voluntarily filed against it, a petition for bankruptcy or reorganization
unless such petition is dismissed within sixty (60) days of filing, enter
into an arrangement for benefit or creditors, enter
into a procedure of winding up or dissolution or should a Trustee or Receiver be
appointed for its business, assets or operations; or
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8.2 Unless
excused pursuant to Section 14 of this Agreement, upon one hundred twenty
(120) days written notice, should the other fail to comply with or to
perform any of its material obligations under this Agreement unless such failure
or non-performance is corrected within the 120-day period following written
notification, or such extended period as shall be agreed between
parties.
8.3 Notwithstanding
the foregoing, if Genzyme fails to provide the Material in accordance with this
Agreement and any Order in accordance with Sections 4 and 5 above, more than
[***], Discovery’s purchase requirements (as set forth in Section 1 above) shall
be temporarily suspended with respect to such portion of the Material that
Genzyme is unable to deliver until such time that Genzyme can demonstrate that
it will be able to fulfill Orders in accordance with the terms and conditions
herein. Genzyme’s delivery of one scheduled Order for Material in accordance
with Section 5 above shall be deemed to be satisfactory evidence of the
foregoing.
8.4 Subject
to Section 8.6, Genzyme may terminate this Agreement in whole or in part upon
ninety (90) days prior written notice to Discovery with or without
cause.
8.5 Termination
of this Agreement shall not release Discovery from its payment obligations
hereunder, including, without limitation, payment for any Orders placed prior to
the date of termination and payment obligations related to the Binding Forecast,
as set forth in Section 4.
8.6 Bridging
Stock. In the event
that Genzyme terminates the Agreement, Discovery will have the option (valid
until the effective date of expiration or termination) to purchase an additional
quantity of the Material at the prices agreed upon hereunder (“Bridging Stock”)
of up to [***] demand. Unless otherwise agreed to by the Parties, the
amount of such Bridging Stock shall not exceed [***] of the Forecast quantity or
fifty kilograms (50kgs) in the aggregate, whichever is lower, for the year in
which the Agreement is terminated by Genzyme. The parties will
discuss and make good faith efforts to agree on updated timelines and other
required modifications for any request for Bridging Stock requirements in excess
of [***]. Genzyme shall deliver Bridging Stock within the [***] period
immediately following such termination in accordance with a delivery schedule
mutually agreed upon by the parties in writing. Discovery shall exercise its
option for the Bridging Stock by providing Genzyme with an Order for the desired
quantities of the Bridging Stock, which shall be manufactured and/or packaged
pursuant to an Order and shall meet the Specifications and terms of this
Agreement.
8.7 Price
Increases. In the event that, in accordance with Section 6.1, Genzyme
desires to raise the price of Material by more than [***] of the price then in
effect, after the parties have discussed the need for the increase of more than
[***], if Discovery reasonably determines that such price increase is not
warranted, Discovery may terminate this Agreement upon [***] prior written
notice to Genzyme.
9. Limited
Warranty. Genzyme warrants that the Material shall be
manufactured in accordance with all applicable laws, rules and regulations,
according to GMPs, and in conformity with Specifications. THIS
WARRANTY IS IN LIEU OF, AND GENZYME SPECIFICALLY DISCLAIMS AND EXCLUDES, ALL
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
[***] Confidential treatment requested.
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10. Limitation of
Liability. Genzyme will not under any circumstances be liable
to Discovery for [***] resulting from or in any way related to a breach of any
representation or warranty hereunder. This limitation does not apply
to claims for personal injury by a third party.
11. Inspection. Discovery
shall examine the Material on receipt for obvious defects and notify Genzyme of
any such obvious defects without delay within [***] from Discovery’s receipt of
the Material. Discovery shall store Material under appropriate
conditions and not later than [***] after receipt of each shipment of the
Material sold hereunder, Discovery shall examine the Material for compliance
with the Specifications and shall notify Genzyme of any non-compliance without
delay within such [***] period. Discovery shall provide to Genzyme a
representative sample of the Material in question. In the event of any dispute
as to the compliance of the Material with the Specifications, representative
samples of the Material will be provided to an independent testing service (the
“Testing Service”) that shall be identified by mutual agreement within [***] of
the date hereof, and the results provided by the Testing Service shall be
finally determinative. The incorrect Party shall be responsible for
all costs incurred by the Testing Service. In no event shall
acceptance relieve Genzyme from any obligations under warranties, unless
non-conformity should reasonably have been detected by Discovery using
reasonable diligence. Genzyme shall replace as soon as commercially
reasonable any delivery of the Material that the Testing Service deems to be
non-conforming as soon as possible, but in any event, within [***] of the date
of receipt of notice thereof, provided that Discovery has returned the
non-conforming Material in accordance with the processes and approval of the
Quality Assurance Department of Genzyme’s Liestal manufacturing
facility.
12. Indemnity.
12.1 Discovery
shall indemnify, defend and hold harmless Genzyme and its affiliates and each of
their respective directors, officers, employees and agents against all claims,
losses, damages and expenses, including attorneys’ fees (collectively “Losses”)
relating to (i) any death or personal injury arising from use of the
Product containing Material purchased hereunder, except those arising as a
result of Genzyme’s negligence intentional misconduct, or a breach of Genzyme’s
agreements, and warranties hereunder, (ii) the use, sale or distribution of
Product incorporating Material, and (iii) a breach of the terms of this
Agreement by Discovery. Genzyme shall promptly notify Discovery of
any such claim received by Genzyme and Discovery shall have the right to control
the conduct of the defense or settlement of the claim. Discovery
shall at its own expense keep in force during the term of this Agreement as well
as for a period of ten years thereafter adequately funded self-insurance or
policies of insurance. Such insurance should provide coverage to the
extent required by local laws and pharmaceutical industry
practice. Discovery shall upon the request of Genzyme provide Genzyme
with a certificate of insurance or other documentation as proof of the insurance
requirement herein.
[***] Confidential treatment requested.
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12.2 Genzyme
hereby agrees to indemnify, defend and hold harmless Discovery and its
affiliates, and each of their respective directors, officers and employees and
agents, from and against any and all Losses incurred by Discovery, based on or
arising out of Genzyme’s breach of the limited warranty as set forth in
Section 9 herein or Genzyme’s negligence or intentional
misconduct. Genzyme agrees to maintain in effect for the term of this
Agreement and ten years thereafter adequately funded self-insurance or
policies of insurance providing coverage to the extent required by local law and
pharmaceutical industry practice.
13. Generic Drug Enforcement Act
of 1992. Genzyme represents to the best of its knowledge that
it and its employees have never been (i) debarred or (ii) convicted of
a crime for which a person can be debarred, under Section 306(a) or 306(b)
of the Generic Drug Enforcement Action of 1992. Genzyme represents
that it has never been and, to the best of its knowledge, none of its employees,
affiliates or agents has ever been (a) threatened to be debarred or
(b) indicted for a crime or otherwise engaged in conduct for which a person
can be debarred, under Section 306(a) or (b). Genzyme agrees
that it will promptly notify Discovery in the event it becomes aware of any such
debarment, conviction, threat or indictment.
14. Force
Majeure. If the performance by any Party of any obligation
under this Agreement other than the payment of money, is prevented or impaired
by Force Majeure for any cause beyond the reasonable control of the defaulting
Party, such Party shall be excused from performing so long as such situation
continues to prevent or impair performance; provided the Party claiming such
excuse shall have promptly notified the other Party of the existence, nature,
duration and other details of such cause and shall at all times use its
reasonable effort to resume a complete performance. If any Party
anticipates that a Force Majeure may occur that Party shall notify the other
immediately and explain the nature, details and expected duration
thereof. The affected Party will advise the other from time to time
as to the progress in remedying the situation and as to the time when the
affected Party expects to resume its obligations and shall notify the others as
to the expiration of any Force Majeure as soon as the affected Party knows the
date thereof. “Force Majeure” shall mean an event beyond the
reasonable control of a Party including, but not limited to, fire, flood,
sabotage, shipwreck, embargo, explosion, accident, riot, act of governmental
authority (including, without limitation, acts relating to raw material or
product allocation), acts of God and acts of war.
15. Records.
All
records relating to the manufacture of Material shall be retained for a period
of not less than ten (10) years from the date of manufacture of Material or
six (6) months from the expiration of the final released Material,
whichever is later. Discovery shall have the right to request copies
of said records prior to the expiration of the ten (10) year retention period,
provided, however that any such provision of records will be at Discovery’s
expense and will be subject to the obligations of confidentiality in Section 7
of this Agreement.
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16. Notices. Any
notice required or permitted to be given or made under this Agreement shall be
in writing and sent by telefax or registered letter or by recognized overnight
courier (i.e. Federal Express) to the other Party at its address indicated
on the first page of this Agreement, or to such other address as the addressee
shall have furnished in writing. Notice shall be deemed received
three days after deposit in the mail or, if sent by courier or facsimile,
upon receipt.
17. Entire
Agreement. The terms and provisions contained in this
Agreement, constitute the entire Agreement between the parties with respect to
the transactions contemplated hereby and shall supersede all previous
communications. Representations, agreements or understandings, either oral or
written, between the parties hereto with respect to the subject matter hereof,
and no agreement or understanding varying or extending this Agreement will be
binding upon either Party hereto, unless in writing and signed by both
parties.
18. Non-Waiver. Failure
to terminate this Agreement following breach or failure to comply with this
Agreement, shall not constitute a waiver of a Party’s defenses, rights or causes
of action arising from such or any further breach or
non-compliance. Any waiver must be expressly in
writing. The waiver by any of the parties to this Agreement of any
breach of any provision hereof by the other Party or parties shall not be
construed to be a waiver of a succeeding breach of such provisions or a waiver
of the provision itself.
19. Severability and
Survival. If and to the extent that any court, arbitrator or
tribunal of competent jurisdiction holds any of the terms, provisions or
conditions or parts thereof of this Agreement or the application hereof to any
circumstances, to be invalid or to be unenforceable in a final non-appealable
order, the remainder of this Agreement and the application of such terms,
provisions or conditions or parts thereof to circumstances other than those as
to which it is held invalid or unenforceable shall not be affected thereby, and
each of the other terms, provisions and conditions of this Agreement shall be
valid and enforceable to the fullest extent of the law. Sections 7, 10 and 12
shall survive and termination of this Agreement.
20. Assignment. Neither
Party shall at any time, without the prior written consent of the other Party
assign or otherwise transfer its rights or obligations under this Agreement in
whole or in part to any other party whatsoever, provided that either Party may
assign or transfer its rights and obligations hereunder to a third Party as part
of a divestment or licensing of all or substantially all of the business to
which this Agreement pertains and has the resources to comply with the terms of
this Agreement. Any purported assignment in violation of the
preceding sentence shall be void. Any permitted assignee shall be
required to assume in writing all obligations of its assignor under this
Agreement.
21. Controlling
Provisions. In ordering and delivering supplies of the
Material the Parties may employ their standard forms; however, nothing contained
on such form, including, without limitation, any terms on Discovery’s purchase
order form, shall be construed to modify, amend, add to or delete the terms of
this Agreement.
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22. Arbitration and Governing
Law.
22.1 In
the event that any dispute arises out of this Agreement, the parties shall
endeavor to settle such dispute amicably between themselves. In the
event that the parties fail to achieve an amicable settlement of any such
dispute, that dispute shall be submitted to arbitration under the commercial
arbitration rules of the American Arbitration Association and the award or
decision made in such arbitration shall be final and binding upon the
parties.
22.2 This
Agreement shall be governed by and construed and interpreted in accordance with
the laws of the Commonwealth of Massachusetts, with disregard to its conflicts
of law rules.
23. Relationship of
Parties. The relationship of parties under this Agreement is
that of independent contractors. No Party shall be deemed to be the
partner or agent of the other, and no Party is authorized to take any action
binding upon the other.
24. Customer Support.
Upon request, Genzyme shall use its reasonable commercial efforts to provide
Discovery with additional services related to testing methods, quality,
validation, cross validation and any other quality-related services not normally
included in the current price of the Material and the existing quality system
related thereto. The costs for such services shall be
[***]. In the event that the additional, requested services
materially impact Genzyme's current manufacturing costs for the Material,
Genzyme reserves the right to change the price of the Material accordingly,
subject to the agreement of Discovery.
In
Witness Whereof, Genzyme and Discovery have caused this Agreement to be executed
by their duly authorized officers as of the day and year first written
above.
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Discovery
Laboratories, inc.
By:
/s/ W. Xxxxxx
Xxxxx
Name: W. Xxxxxx
Xxxxx
Title:
Chairman of the
Board and Chief Executive Officer
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Genzyme
Corporation
By:
/s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx X.
Xxxxxx
Title:
Sr. VP & GM
- Pharmaceuticals
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[***]
Confidential treatment requested.
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Exhibit
A
between
Discovery Laboratories, Inc.
and
Genzyme
Corporation
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1. Genzyme Material:
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Palmitoyl-oleyl
phosphatidylglycerol (POPG) Na LP-04-180
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2. Discovery
Product:
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Discovery’s
synthetic, peptide-containing pulmonary surfactant (lucinactant) in
liquid, lyophilized or other dosage forms and including, without
limitation, the branded drug product candidates Surfaxin, Surfaxin LS, and
Aerosurf.
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3. Contract
Term:
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5
years
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4. Pricing:
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A. |
See
Exhibit B
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B.
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If
government regulations or similar mandatory requirements cause the cost to
Genzyme or raw materials to vary substantially, the parties shall meet to
agree to a [***].
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5. Primary
Contact:
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A. |
Discovery
Labs
Name:
Xxxxxx Xxx
Address:
0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
Phone:
000-000-0000
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| B. |
Genzyme:
Genzyme Corporation
Name:
Xxxxx Xxxxx
Address:
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
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[***] Confidential treatment requested.
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Exhibit
B
between
Discovery Labs
and
Genzyme
Corporation
PRICING
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Product
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Amount
Purchased (kg)
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Price
per kg ($)
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POPG
Na
High
purity, type -180
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batch
sizes of approximately [***]
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$[***]
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The
prices above shall be subject to modification upon the prior written consent of
the Parties and as may otherwise be provided for in this Agreement.
[***]
Confidential treatment requested.
