CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. DISTRIBUTION AGREEMENT
Exhibit 10.90
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made this 26th day of September, 2019 (the “Effective Date”), by and between Respirent Pharmaceuticals Co. Ltd., a Chinese company having an address of 0-000, Xxxxxx Xxxxx, High-Tech Industrial Park, Shuitu, Beibei District, Chongqing 000000 Xxxxx (“Supplier”), and LANNETT COMPANY, INC., a Delaware corporation having an address of 0000 Xxxxx Xxxx, Xxxxxxxxxxxx, XX 00000 and its Affiliates (“Lannett”). Lannett and Supplier are separately referred to as “Party” or jointly as “Parties.”
BACKGROUND
WHEREAS, Supplier is engaged in the business of developing, manufacturing and supplying various pharmaceutical Products; and
WHEREAS, Lannett desires to purchase certain of those Products from Supplier for purposes of marketing and distributing those Products, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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(a) | Any service and administrative fees charged to Lannett by third parties related to the Product, such as contract administration fees, analytic fees, and redistribution fees; |
(b) | Any and all promotional allowances, including, but not limited to, credits, chargebacks, rebates to government agencies or retailers, and quantity and cash discounts, and other usual and customary discounts to customers; |
(c) | Amounts refunded, repaid or credited to wholesalers and retailers for rejections, returns, recall of goods, shelf stock adjustments or retroactive price reductions; |
(d) | Customary cash prompt pay discounts all calculated in accordance with GAAP; and |
(e) | Any sales, excise, turnover, inventory, value-added, and similar taxes and duties assessed on applicable sales. |
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During the Term of this Agreement, neither Party will develop or commercialize any other Fluticasone Propionate – Salmeterol Xinafoate Powder Inhaler formulations which would be an AB rated product to Advair Diskus in the Territory.
If requested, during the Term of the Agreement Lannett shall provide long term office space to Supplier within Lannett’s offices for two (2) or three (3) people at no cost. Additional office space, as needed, can be negotiated as a pass through cost.
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(a) Within five (5) business days after Lannett’s receipt of a fully executed copy of this Agreement, Lannett shall pay to Supplier the sum of [***] (the “Upfront Payment”).
(b) Within five (5) business days after Lannett’s receipt of the next successful BE study report, Lannett shall pay to Supplier the sum of [***].
(b) Upon FDA filing acceptance of the Product, Lannett shall pay to Supplier the sum of [***] (the “Initial Distribution Fee”).
(c) Upon FDA approval of the Product, Lannett shall pay to Supplier the sum of [***] (the “Additional Distribution Fee” and together with the Upfront Payment and the Initial Distribution Fee, the “Distribution Fee”).
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- | the proposed quantity of the Products to be purchased; |
- | the proposed shipping date; |
- | any other information dictated by this Agreement or the circumstances of the order; and |
- | a description of the Products being ordered |
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At Supplier’s request, Lannett will advise Supplier on all regulatory matters at no direct charge. Also at Supplier’s request, Lannett will act as Supplier’s agent for the purpose of coordinating with the FDA and the electronic publishing of submissions and FDA correspondence as needed. Lannett shall be entitled to attend all meetings and participate in conference calls with the FDA under Respirent’s supervision.
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If to Supplier, then to: | Respirent Pharmaceuticals Co.,Ltd. _ 5 - 190, Yunhan Drive, High-Tech Industrial Park, Shuitu, Beibei District, 400714, Chongqing, China. Attn: Legal Facsimile: (___) ___-____ Email:Xxxxxx.Xxxx@xxxxxxxxx.xx |
with a copy, sent as provided herein, to: | Respirent Pharmaceuticals Co.,Ltd. 5 - 190, Yunhan Drive, High-Tech Industrial Park, Shuitu, Beibei District, 400714, Chongqing, China. Attn: CEO Facsimile: (___) ___-____ |
If to Lannett, then to: | 0000 Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000 Attn: Legal Department Facsimile: 215-464-1861 E-Mail: Xxxxxx.Xxxxxx@xxxxxxx.xxx |
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Either Party may alter the address to which communications are to be sent by giving notice of such change of address in conformity with the provisions of this Section providing for the giving of notice. Notice will be deemed to be effective, if personally delivered, when delivered; if mailed, at midnight on the third business day after being sent by certified mail; if sent by nationally recognized overnight delivery service, on the next business day following delivery to such delivery service; and if sent by confirmed facsimile transmission or confirmed electronic mail, upon receipt (so long as any notices sent by facsimile transmission or electronic mail are also sent by one of the other methods set forth in this Section).
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
RESPIRENT PHARMACEUTICALS CO. LTD.
By: /s/ Cao Yuan
lannett company, Inc.
By: /s/ Xxxxxxx X. Crew
Name: Xxxxxxx X. Crew
Title: CEO
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LIST OF EXHIBITS
Exhibit A+Product and Price List
Exhibit B+Shipping Instructions
Exhibit C+Safety Data Exchange Agreement
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* | This Exhibit have been redacted to preserve confidentiality. The registrant hereby undertakes to provide further information regarding such redacted information to the Commission upon request. |
+ | This Exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide further information regarding such omitted materials to the Commission upon request. |
EXHIBIT A
Product and Price List
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