Agreement for exclusive right to buy Dimitrovgrad 06 October 2006

      

          
             
          

            Agreement
                for exclusive right to buy

          

            Dimitrovgrad       06
                October 2006

          

            The
                Exporter:
FSUE
                “SSC- RESEARCH INSTITUTE OF ATOMIC REACTORS”
Xxxxxxxxxxxx-00,
                Xxxxxxxxx xxxxxx, 
000000
                Xxxxxx,
Phone
                (84235) 6 58 55,
Fax
                (84245) 6 56 58, (84235) 6 56 72

            The
                Firm:
IsoRay
                Medical Inc.
000
                Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
                XX 00000-0000

          

            Hereinafter
                referred as the Parties of the Agreement.

          

            1.
                Subject of the Agreement.
The
                Exporter grants the Firm an exclusive right to buy the Cs-131 (hereinafter
                referred as the Goods) manufactured by the Exporter.
 
 
To
                perform this Agreement the Parties will conclude between themselves
                separate contracts for the delivery of Goods that would determine
                the
                Goods price and volume to be purchased annually. These contracts
                will
                specify the certain price, delivery time, terms of payment and other
                conditions for delivery of Goods from Exporter to the Firm.
 
 
This
                Agreement will be deemed to have commenced on the date of its signing
                by
                authorised representatives of the Parties. 
 
 
This
                Agreement will be valid for the period of seven years from the date
                of its
                signing and will be extended annually providing the obligations of
                the
                Parties are met.

          

            2.
                Obligations of the Parties.
2.1.
                The
                Firm undertakes:
2.1.1.
                Protect the interests of the Exporter by purchasing the goods [**].
                
2.1.2.
                To renew the commercial contract for the purchase of Goods no later
                then
                October 1 of each year.
2.2.
                The
                Exporter undertakes:
2.2.1.
                To timely obtain the export licenses for the Goods.
2.2.2.
                To deliver timely and in full volume the Goods of the acceptable
                quality
                to the Firm according to the concluded delivery contracts.
2.2.3.
                To maintain the exclusivity for supply of Cs-131 to the firm unless
                the
                following conditions are violated:
a)
                the Firm refuses to buy the Goods on terms of this present
                Agreement;
c)
                the present Agreement has terminated.
d)
                the firm has bought less than 50% of the Goods volume stated in Clause
                2.1.1. of this Agreement.
If
                the other Party, despite the written notice, does not comply within
                60
                days with the Obligations of this Agreement, each Party has the right
                to
                cancel this Agreement before the expiration of the period of its
                duration.

          

    

[**]
    Certain
    information in this document has been omitted and filed separately with the
    Securities and Exchange Commission. Confidential treatment has been requested
    with respect to the omitted portions. 

        

        

          
        

        


      

          
             
             
          

            3.
                Arbitration.
All
                disputes or differences which arise out of or in connection with
                the
                Agreement shall be settled by means of negotiations between the Parties.
                If the Parties can not settle any such dispute or differences within
                21
                days from beginning negotiations, then such dispute or difference
                shall be
                subjected to settlement, jurisdiction of ordinary courts being excluded,
                by Arbitration in accordance with the UNCITRAL Rules as at present
                in
                force. The place of Arbitration shall be Stockholm, Sweden. The appointing
                authority shall be Arbitration Institute of the Chamber of Commerce.
                The
                award of the Arbitration is final and binding upon both Parties.
                This
                Agreement shall be governed by law of Sweden. 

             
          

            4.
                Miscellaneous Provisions.
Both
                parties guarantee exclusivity in protection of any and all intellectual
                property related to production and utilization of Cs-131. Terms and
                conditions for exclusive protection and mutual transfer of the
                intellectual property will be set forth in separate agreements. These
                agreements will be set forth in writing within one year of written
                notice
                of intent. 
 
Any
                alterations and/or appendixes to the Agreement are valid only if
                they are
                made out in written form and signed by the duly authorized representatives
                of each party to this agreement.
 
 
Dimitrovgrad
                is considered to be the place of signing the Agreement.
 
The
                Agreement can also be considered legally binding if the signature
                is
                provided by a facsimile transmission.
 
The
                Agreement has been signed in two copies, one original for each Party
                concerned in Russian and English, both texts being authentic and
                having
                the equal force.

             
          

    

      

          
            5.
                Legal addresses of the Parties.
 
The
                Exporter:
FSUE
                “SSC- RESEARCH INSTITUTE OF ATOMIC REACTORS”
Xxxxxxxxxxxx-00,
                Xxxxxxxxx xxxxxx, 
000000
                Xxxxxx,
Phone
                (84235) 6 58 55,
Fax
                (84245) 6 56 58, (84235) 6 56 72

             
 
The
                Firm:
IsoRay
                Medical Inc.
000
                Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
                XX 00000-0000

          

            THE
                EXPORTER
Director
                General
 
/s/
                X. Xxxxx

            THE
                FIRM
CEO
                & Chairman
 
/s/
                Xxxxx X. Xxxxxx

          

    


        

        

          
        

        


Agreement for exclusive right to buy
Dimitrovgrad 06 October 2006
The Exporter: FSUE “SSC- RESEARCH INSTITUTE OF ATOMIC REACTORS” Xxxxxxxxxxxx-00, Xxxxxxxxx xxxxxx, 000000 Xxxxxx, Phone (84235) 6 58 55, Fax (84245) 6 56 58, (84235) 6 56 72	The Firm: IsoRay Medical Inc. 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000-0000
Hereinafter referred as the Parties of the Agreement.
1. Subject of the Agreement. The Exporter grants the Firm an exclusive right to buy the Cs-131 (hereinafter referred as the Goods) manufactured by the Exporter. To perform this Agreement the Parties will conclude between themselves separate contracts for the delivery of Goods that would determine the Goods price and volume to be purchased annually. These contracts will specify the certain price, delivery time, terms of payment and other conditions for delivery of Goods from Exporter to the Firm. This Agreement will be deemed to have commenced on the date of its signing by authorised representatives of the Parties. This Agreement will be valid for the period of seven years from the date of its signing and will be extended annually providing the obligations of the Parties are met.
2. Obligations of the Parties. 2.1. The Firm undertakes: 2.1.1. Protect the interests of the Exporter by purchasing the goods [**]. 2.1.2. To renew the commercial contract for the purchase of Goods no later then October 1 of each year. 2.2. The Exporter undertakes: 2.2.1. To timely obtain the export licenses for the Goods. 2.2.2. To deliver timely and in full volume the Goods of the acceptable quality to the Firm according to the concluded delivery contracts. 2.2.3. To maintain the exclusivity for supply of Cs-131 to the firm unless the following conditions are violated: a) the Firm refuses to buy the Goods on terms of this present Agreement; c) the present Agreement has terminated. d) the firm has bought less than 50% of the Goods volume stated in Clause 2.1.1. of this Agreement. If the other Party, despite the written notice, does not comply within 60 days with the Obligations of this Agreement, each Party has the right to cancel this Agreement before the expiration of the period of its duration.

5. Legal addresses of the Parties. The Exporter: FSUE “SSC- RESEARCH INSTITUTE OF ATOMIC REACTORS” Xxxxxxxxxxxx-00, Xxxxxxxxx xxxxxx, 000000 Xxxxxx, Phone (84235) 6 58 55, Fax (84245) 6 56 58, (84235) 6 56 72	The Firm: IsoRay Medical Inc. 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000-0000
THE EXPORTER Director General /s/ X. Xxxxx	THE FIRM CEO & Chairman /s/ Xxxxx X. Xxxxxx

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Agreement for exclusive right to buy Dimitrovgrad 06 October 2006

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3. Arbitration. All disputes or differences which arise out of or in connection with the Agreement shall be settled by means of negotiations between the Parties. If the Parties can not settle any such dispute or differences within 21 days from beginning negotiations, then such dispute or difference shall be subjected to settlement, jurisdiction of ordinary courts being excluded, by Arbitration in accordance with the UNCITRAL Rules as at present in force. The place of Arbitration shall be Stockholm, Sweden. The appointing authority shall be Arbitration Institute of the Chamber of Commerce. The award of the Arbitration is final and binding upon both Parties. This Agreement shall be governed by law of Sweden.
4. Miscellaneous Provisions. Both parties guarantee exclusivity in protection of any and all intellectual property related to production and utilization of Cs-131. Terms and conditions for exclusive protection and mutual transfer of the intellectual property will be set forth in separate agreements. These agreements will be set forth in writing within one year of written notice of intent. Any alterations and/or appendixes to the Agreement are valid only if they are made out in written form and signed by the duly authorized representatives of each party to this agreement. Dimitrovgrad is considered to be the place of signing the Agreement. The Agreement can also be considered legally binding if the signature is provided by a facsimile transmission. The Agreement has been signed in two copies, one original for each Party concerned in Russian and English, both texts being authentic and having the equal force.