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EXHIBIT 10(q)
Commonwealth Pharmaceuticals
X.X. Xxx 0000
Xxxxx Xxxxxx, Xxxxxxx Xxxx Xxxxxx
Phone: (000) 000-0000 -- Toll Free Numbers -- FAX: (000) 000-0000
CONTRACT WITH DISTRIBUTOR
THIS AGREEMENT, made in duplicate this 2nd day of Nov., 1995, A.D., by and
between ADVANCED VIRAL RESEARCH CORPORATION, 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx, Xxxxxxx 00000, incorporated under the laws of Florida, hereinafter
called "Company", and COMMONWEALTH PHARMACEUTICALS, X.X. Xxx 0000, Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxx Indies, a Caymanian Corporation,
hereinafter called "Distributor" for the territory of Saudi Arabia.
WITNESSETH:
1. Company hereby grants to Distributor the rights to import, warehouse,
market, sell, and distribute the anti-viral pharmaceutical product, known
by the name "RETICULOSE" within the territory and country of Saudi
Arabia, and only in that country (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 agrees to work and develop to the
satisfaction of the Company the aforementioned territory, and not sell
RETICULOSE outside thereof.
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 the Company or to bind the Company in any manner or thing
whatsoever.
5. This agreement shall continue in force and govern all transactions and
relations between the parties hereto for a period of time of three (3)
years from the time that import approval for RETICULOSE is granted by the
government of any of the countries comprising the territory and country
which is the subject of this agreement. The term may be extended by
mutual agreement at the end of the three(3) year period.
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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 is no oral or other
agreements or understandings between them affecting this agreement, or
related to the selling of RETICULOSE. This agreement supercedes 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
the 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 to pay prorated on the first 250,000
ampules sold $250,000.00 (U.S. Dollars) for this exclusivity. In addition, the
following minimum annual purchase of RETICULOSE is hereinunder established.
Year 1..........Minimum Purchase of 20,000 Ampules
Year 2..........Minimum Purchase of 80,000 Ampules
Year 3..........Minimum Purchase of 200,000 Ampules
In the event that Distributor fails to meet annual minimum purchase
requirements, Company may, at its discretion, declare this agreement Null and
Void. The Distributor agrees to incur at his own expense all necessary testing
and administrative costs to register Reticulose and apply for and obtain
approval for Reticulose from the Ministry of Health Saudi Arabia.
8. This agreement constitutes a personal contract, however Distributor may
transfer or assign same or any part thereof with Company's consent.
9. Distributor agrees to pay Company for RETICULOSE according to the
attached schedule of prices, which said schedule of prices may be changed
from time to time without notice (see attached price schedule).
ALL PRICES ARE F.O.B. FREEPORT, BAHAMAS
ALL PAYMENT FOR ALL ORDERS WILL BE MADE BY PAYMENT IN ADVANCE OR WIRE TRANSFER
OF FUNDS IN ADVANCE, IN U.S. DOLLARS.
10. Distributor agrees to provide Company with quarterly reports of his sales
of RETICULOSE within his territory or country.
11. In case of 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 RETICULOSE
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on hand in Distributor's place of business or in the possession of the
Distributor. Upon demand and the tender by Company of the
repurchase price, Distributor shall be obliged 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 government
approvals, licenses, permits, and registrations and any other necessary
documentations 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
government approvals, licenses, permits, and registrations and other
necessary documents required to import and distribute RETICULOSE into the
territory, within 365 calender days, from the date hereof, the Company
may at it's option, terminate this agreement on ten (10) days written
notice effective the date of sending such notice by registered mail,
telegram, or telex.
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 reason whatsoever Company deems it's interests may be
imperiled, or in the case of 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 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. Settlement of disputes: In the event of any dispute between the parties,
regarding the interpretation or the application of this agreement,
recourse will be handled by an arbitration panel of three arbitrators,
one arbitrator to be chosen by each party, and the third arbitrator to be
appointed by the two arbitrators. The decision of the arbitrators is
final. 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
provision herein which in anyway contravenes the laws of any country or
jurisdiction, shall be deemed not to be a part of this agreement therein.
17. Advanced Viral Research Corporation reserves the right to make any design
or manufacturing changes which will improve RETICULOSE's appearance,
quality, or medical effectiveness, without notice to Company or
Distributor. If any such
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changes are made, there will be no obligation on Company to make such
changes upon any RETICULOSE previously shipped to Distributor.
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 a 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 the 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 determination. 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 government
of any of the countries in the territories for registration purposes,
Company will provide these ampules up to a maximum of two hundred (200)
ampules.
22. All laboratory or clinical studies initiated by the Distributor for which
RETICULOSE is provided must first be approved by the Company. Th 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. Said studies, research data, documentation, or publications
to be provided to Company in the English language, in addition to the
language of origin.
23. Distributor shall be responsible for product liability, and other such
insurance to indemnify the company against any claims against the Company
in such territory if available.
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24. 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 for the territory of Saudi Arabia.
IN WITNESS WHEREOF the parties hereto have hereunder set their hands and seals
the day and year first above written.
ADVANCED VIRAL RESEARCH CORPORATION
/s/ Xxxxxxx Xxxxxxx, Secretary Treas.
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DISTRIBUTOR FOR TERRITORY OF SAUDI ARABIA
/s/ Xxxxxxx X. Xxxxxx, President
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Commonwealth Pharmaceuticals
