EXHIBIT 10.23
AGREEMENT BETWEEN CARACO
SUN PHARMA GLOBAL, INC. DATED NOVEMBER 21, 2002
AGREEMENT
THIS AGREEMENT, made this 21st day of November 2002, by and between
CARACO PHARMACEUTICAL LABORATORIES LTD., a Michigan corporation ("Caraco"), and
SUN PHARMA GLOBAL, INC., a corporation organized under the laws of the British
Virgin Islands having its office at Akara Building, 00 Xx Xxxxxx Xxxxxx,
Xxxxxxxx Clay 1 Road, Town Tortola, British Virgin Islands ("Sun Global").
WITNESSETH:
WHEREAS, Sun Global is a wholly-owned subsidiary of Sun Pharmaceutical
Industries Limited, a corporation organized under the laws of India.
WHEREAS, Sun Global and Caraco each wish to enter into an agreement
pursuant to which Sun Global shall provide products to Caraco and provide or
cause to be provided certain support to Caraco.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. SALE OF PRODUCTS BY SUN GLOBAL TO CARACO
1.1 OBLIGATION TO SELL PRODUCTS. During the period of sixty months from
the date first written above, Sun Global, at its own expense, shall, pursuant to
the terms and conditions set forth herein, sell to Caraco the exclusive right to
develop, make, sell, use, license and otherwise exploit ("License") in the
United States of America, its territories and possessions, including Puerto Rico
(the "Territory"), the formulations, technology, manufacturing process,
know-how, stability data, and other relevant information ("Proprietary
Technological Information") with respect to 25 generic pharmaceutical products
which require ANDAs (the "Products"). References to "Products" includes the
Proprietary Technological Information relating to the 25 generic pharmaceutical
products.
1.2 TIMING OF SALES. So long as Caraco is promptly performing its
obligations pursuant hereto, Sun Global shall deliver to Caraco twenty five (25)
Products during the term of this Agreement, with a minimum of four (4) Products
to be delivered in each of the first four 12 month periods following the date
first above written.
1.3 SELECTION OF THE PRODUCTS. The Products shall be selected from time
to time by the mutual agreement of Sun Global and Caraco's management, with the
concurrence of Caraco's Independent Committee of the Board of Directors (the
"Independent Committee"). It is expressly agreed and acknowledged that the
parties have not, as of the date hereof, agreed on what the Products shall be,
and Sun Global shall not, as of the date hereof, have any obligation to deliver
any specific Product, but solely to deliver 25 Products, which are to be
hereafter identified as set forth in this Section 1.3. In connection with the
sale of a Product, Sun Global will provide to Caraco the requisite analytical
procedures (which, without limitation, include stability indicia and cleaning
methods), stability data, a development report and development data customarily
prepared by Sun Global.
1.4 CONTINUING RIGHTS OF SUN GLOBAL. Notwithstanding the sale of any
Product hereunder by Sun Global to Caraco, nothing herein (except as provided in
Section 2.2(d)) shall in any way limit the right of Sun Global to develop,
produce, market or take any other action with respect to any Product outside of
the Territory, and Sun Global shall continue to have the absolute, unfettered
and exclusive right to do any of the
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foregoing, without the payment by Sun Global of any royalty, premium or other
payment to Caraco in connection therewith. Caraco shall have the exclusive right
to develop, produce, market or take any other action with respect to any Product
(delivered pursuant to Section 1 hereof) inside the Territory.
2. OBLIGATIONS OF CARACO WITH RESPECT TO PRODUCTS
2.1 DELIVERY OF PROTOCOL. To the extent that the United States Food and
Drug Administration ("FDA") has a required protocol for the studies designed to
demonstrate the bioequivalency of a Product, (an "FDA Protocol"), then within
sixty days of the delivery of such Product pursuant to Section 1 hereof, Caraco
shall deliver, in writing, to Sun Global, a proposed protocol, which is believed
in good faith by Caraco to be acceptable to the FDA (or, if applicable, a waiver
of evidence of in vivo bioavailability). To the extent that no FDA Protocol
exists with respect to a Product delivered pursuant to Section 1 hereof, Caraco
will, in consultation with the FDA and Sun Global, develop such a protocol
within 150 days of delivery of such Product by Sun Global; and will promptly
deliver such protocol to Sun Global after it has been developed.
2.2 CONDUCT OF TESTS AND STUDIES. Caraco shall conduct, at its own
expense, all tests, including a bioequivalency study (or studies) and/or pilot
studies designed to provide clinical information to assist in the development of
clinical bioequivalence protocols and bioanalytic methods, and any clinical
trials which Sun Global and/or Caraco deem to be reasonably necessary to enable
Caraco to prepare and to file with the FDA an application for an ANDA for each
Product. Caraco shall select suitable clinical research organizations to conduct
any such studies and trials.
(a) Caraco shall, at its sole expense, produce quantities of
any Product as necessary for use in such studies and trials. Such Products shall
be produced in accordance with those current good manufacturing regulations
established in 21 CFR Parts 210 and 211, as such sections, from time to time,
may be amended or supplemented, or any successor provisions ("Current Good
Manufacturing Practices").
(b) Caraco shall, in connection with its clinical studies,
develop manufacturing procedures, batch records, packaging and labeling
instructions, release specifications, and quality assurance procedures and put
the procedures into an FDA accepted format.
(c) Sun Global shall have the right, but not the obligation,
to monitor all bioequivalency studies and clinical trials, and discuss the
methodologies and results of such studies and clinical trials with the persons
responsible for the design and conduct of such studies and/or trial by or on
behalf of Caraco. At the request of Sun Global, Caraco shall submit relevant
production records, including the product formulation, master batch record,
specifications, analytical results and related supporting documentation. Sun
Global reserves the right to use, outside the Territory, as and when it may
elect to do so, any information, data, studies (except bioequivalency studies of
Caraco) and formulations which it may be furnished hereunder, without any
royalty, premium or other payment to Caraco.
(d) If Sun Global wishes to sell the Products, manufactured by
Caraco, outside the Territory, the management of Caraco and of Sun Global, with
the concurrence of the Independent Committee, shall determine the consideration
to be paid to Caraco by Sun Global on a case by case basis.
2.3 PREPARATION AND SUBMISSION OF ANDAS. Caraco shall complete and
submit the ANDA for each Product to the FDA as promptly as commercially
practicable after the mutual selection of such Product, shall promptly respond
to inquiries by the FDA in connection with the Product, and shall monitor and
support the submission. Caraco shall pay all expenses in connection with such
submission and monitoring for each submitted Product, including the filing fee
and all legal and consulting fees and expenses. In any ANDA, Caraco shall:
(a) identify itself as the manufacturer, and identify the
packagers, labelers, and contract laboratories whose components or services are
used in production of the Product;
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(b) submit methods, process and cleaning validations;
(c) submit a signed certificate evidencing its compliance with
Current Good Manufacturing Practices;
(d) submit executed master formula and batch production and
control records;
(e) adequately describe the precautions taken to ensure proper
labeling;
(f) submit specifications and test methods for testing the
Product during the manufacturing process;
(g) submit the appropriate packaging information;
(h) submit the appropriate stability information; and
(i) submit such other information, documentation or other
matters as (1) required by applicable FDA rules or regulations, (2) reasonably
determined by Sun Global or Caraco to be necessary or advisable to permit the
expeditious approval of such ANDA or (3) requested by the FDA.
2.4 MANUFACTURE OF PRODUCTS. Caraco shall manufacture each Product in
accordance with Current Good Manufacturing Practices, whether such Products are
being manufactured in connection with the submission and seeking of approval of
an ANDA or for sale to the public following approval of an ANDA with respect
thereto.
2.5 MARKETING OF PRODUCTS. Subject to any limitations imposed as a
result of its financial condition, Caraco shall (a) use its best efforts,
consistent with Caraco's usual customary practices to market each Product in the
Territory, and provide marketing personnel and such other capabilities as are
reasonably appropriate. To this extent, Caraco shall not, at any time after
delivery of any Product, enter into any agreement or otherwise obligate itself
to restrict or limit its manufacture of such Product, except with the consent of
Sun Global. Notwithstanding anything else herein to the contrary (a) Caraco
shall not be required to manufacture the Products in quantities or to sell the
Products at prices other than those which are commercially reasonable; and (b)
Caraco shall have full authority to determine the methods of marketing and
selling the Products and the discounts and terms of sale to its customers.
2.6 NO ACTIVITIES OUTSIDE OF THE TERRITORY. Caraco shall not make, use
or sell, or grant rights to others to make, use or sell a Product outside the
Territory without the consent of Sun Global, which may be granted or withheld in
its sole discretion.
2.7 NO ASSIGNMENT OF PRODUCTS; SHARING OF INFORMATION. Without the
written consent of Sun Global (which may be granted or withheld in its sole
discretion), Caraco shall not (a) grant rights to any third person, to make, use
or sell a Product, whether by assignment, license, sale or other transfer (b)
sell, assign or otherwise permit access to or use of the data supporting any
ANDA for a Product, or to the ANDAs themselves, to any person or entity other
than Sun Global, the FDA and any other governmental agency or body with
jurisdiction.
3. SUPPORT TO AND FOR CARACO
3.1 SUBORDINATION OF SECURITY INTERESTS. In connection with any
restructuring of Caraco's loan from the Economic Development Corporation of the
City of Detroit (the "EDC"), Sun Global agrees to continue to subordinate its
security interests in Caraco's assets to the first priority security interests
of the EDC. In connection with the foregoing, Sun Global also agrees to document
such subordination of its security interests to the EDC in writing at such time
or times as may be requested by Caraco.
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3.2 SUPPLY OF TECHNICAL PERSONNEL. Sun Global agrees to use its best
efforts to supply to Caraco with qualified technical professional personnel
required by Caraco for its operations during the term of this Agreement.
3.3 ASSISTANCE WITH RAW MATERIALS. Sun Global agrees to use its best
efforts to assist Caraco in obtaining quantities of raw materials required by
Caraco in its operations at competitive prices.
4. CONSIDERATION
4.1 CONSIDERATION. In consideration of the obligations of Sun Global
set forth in Section 1 and Section 3, for each Product delivered by Sun Global
to Caraco, Sun Global shall receive five hundred forty-four thousand (544,000)
shares of Convertible Preferred Stock containing those terms and conditions as
set forth in that certain Certificate of Determination of Rights, Privileges and
Preferences, Series B Preferred Stock No Par Value ("Certificate of
Determination") of Caraco (the form of which is attached hereto) (the "Preferred
Shares"). The consideration will become due with respect to each Product at such
time as such Product passes the applicable bioequivalency study or studies (the
"Target Date"). Caraco shall notify Sun Global when a Target Date has been
triggered. Sun Global shall then notify Caraco as to when, where and in whose
name (Sun Global's or an affiliate's) Sun Global wishes the Preferred Shares to
be issued. Within fifteen business days of Caraco's receipt of such notice from
Sun Global, it shall, as applicable, either directly issue and deliver such
Preferred Shares to Sun Global and/or its affiliates or send to its transfer
agent an instruction directing such transfer agent to issue and deliver such
Preferred Shares to Sun Global and/or its affiliates promptly after the transfer
agent's receipt of such notice from Caraco.
4.2 VALIDLY ISSUED PREFERRED SHARES. The Preferred Shares issued and
delivered by Caraco to Sun Global pursuant to this Section 4, when issued shall
be duly authorized and validly issued, fully paid and non-assessable and not
subject to any preemptive or similar rights.
5. ADVANCED DRUG DELIVERY SYSTEMS
If Sun Global desires to transfer an advanced drug delivery system
(such as a time-release formulation or any other complex formulation), the terms
and conditions of such transfer shall be discussed and negotiated independently,
and mutually agreed to, between Sun Global and the Independent Committee. Any
such agreement with respect to the advanced drug delivery system may provide
that such advanced drug delivery system will satisfy part of Sun Global's
obligations to deliver twenty-five Products pursuant to this Agreement (with the
number of Products which the advanced drug delivery system shall be deemed to
equal to be determined based on revenue and profitability criteria) or may
constitute a separate agreement distinct from this Agreement. The parties agree
that whether the advanced drug delivery systems are included in this Agreement
or as a separate agreement, they shall contain provisions tying all or a part of
the consideration therefor to the achievement of certain performance targets.
6. ADDITIONAL COVENANTS
6.1 CHARTER AMENDMENT. Caraco shall, on or before June 30, 2003, use
its best efforts to take all actions necessary to cause its Amended and Restated
Articles of Incorporation to be amended to authorize a total of fifty million
(50,000,000) Common Shares and fifteen million (15,000,000) Preferred Shares.
6.2 LISTING. In the event that the Common Shares shall be listed for
trading on any national securities exchange, or admitted for trading on the
NASDAQ National Market or the NASDAQ Small Cap Market or listed or admitted for
listing or quoted on the OTC Bulletin Board (or any successor), such listing or
admission (to the extent permitted by the rules of such exchange, NASDAQ or OTC
Bulletin Board or its successor) shall include all Common Shares issued to Sun
Global upon conversion thereof.
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7. REPRESENTATIONS AND WARRANTIES OF SUN GLOBAL.
Sun Global, as an inducement to Caraco to enter into this Agreement,
represents, warrants and covenants to Caraco as follows:
7.1 RIGHTS TO PROPRIETARY TECHNOLOGICAL INFORMATION. Sun Global has, or
will have at the time a Product is delivered to Caraco, the full right, power
and authority to grant the exclusive License to the Proprietary Technological
Information relating to each Product to Caraco in the Territory pursuant to the
terms of this Agreement to permit Caraco to perform pursuant to this Agreement
and develop, market and sell each Product free and clear of any mortgage, lien,
encumbrance or any other third-party interest of any kind. Sun Global is not
aware of any facts or circumstances that a Product is subject to any
restriction, covenant, license (other than this Agreement) or judicial and
administrative order of any kind which detract in any material respect from the
value of the Product, or which could interfere with the use thereof by Caraco in
the Territory as contemplated by this Agreement.
7.2 KNOWLEDGE OF NO FDA APPROVAL. Sun Global is not aware of any facts
that would reasonably lead it to conclude that any Product will be unable to
receive the contemplated approval from the FDA or approval from any other
regulatory authority upon satisfactory completion of clinical trials, and Sun
Global has no knowledge of any facts which would reasonably lead it to conclude
that satisfactory completion of clinical trials is not likely.
7.3 RIGHTS TO PRODUCTS. Sun Global has not received any notice and has
no knowledge that (i) that the rights to develop, market and sell any of the
Products have been challenged in any judicial or administrative proceeding, or
(ii) any person, entity or product has infringed or will infringe any patent or
other rights of Sun Global with respect to any Product, or (iii) any patent
rights or other intellectual property rights, including but not limited to
rights of trademark, trade and copyright have been infringed by Sun Global or
will be infringed by Caraco by virtue of performing the activities contemplated
by this Agreement.
7.4 RIGHT TO EXECUTE AND PERFORM. Sun Global has full right, power and
authority to execute and deliver this Agreement, and to perform its obligations
under it, and has taken all necessary action to authorize such execution,
delivery and performance. This Agreement constitutes legal, valid and binding
obligation of Sun Global, enforceable against it in accordance with its terms.
7.5 COMPLIANCE WITH LAWS. Sun Global will comply with all applicable
laws in connection with performance of its obligations under this Agreement. The
execution, delivery and performance of this Agreement by Sun Global does not
violate any provision of applicable law or of any regulation, order decree of
any court, arbitration or governmental authority, or any other agreement to
which Sun Global is a party. No consents, approvals or authorizations,
registrations or filings are required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement, except as
have been obtained or set forth in this Agreement.
7.6 SURVIVABILITY. The foregoing representations, warranties and
covenants shall survive the termination of this Agreement, shall be deemed to be
made anew each time that a Product is delivered by Sun Global to Caraco, and
shall not be affected by any examination made by or on behalf of Caraco, the
knowledge of its officers, directors, stockholders, employees or agents or the
acceptance of any certificate or opinion.
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8. REPRESENTATIONS AND WARRANTIES OF CARACO
As an inducement to Sun Global to enter into this Agreement, Caraco
represents and warrants to Sun Global as follows:
8.1 RIGHT TO EXECUTE AND PERFORM. Caraco has full right, power and
authority to execute and deliver this Agreement, and to perform its obligations
under it, and has taken all necessary action to authorize such execution,
delivery and performance. This Agreement constitutes the legal, valid and
binding obligation of Caraco, enforceable against it in accordance with its
terms.
8.2 COMPLIANCE WITH LAW. Caraco will comply with all applicable laws in
connection with performance of its obligations under this Agreement. The
execution, delivery and performance of this Agreement by Caraco does not and
will not violate any provision of applicable law or of any regulation, order
decree of any court, arbitration or governmental authority or any other
agreement to which Caraco is a party. No consents, approvals or authorizations,
registrations or filings are required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement, except as
had been obtained or set forth in this Agreement.
8.3 SURVIVABILITY. The foregoing representations, warranties and
covenants shall survive the termination of this Agreement, shall be deemed to be
made anew each time that a Product is delivered by Sun Global to Caraco, and
shall not be affected by any examination made by or on behalf of Sun Global, the
knowledge of its officers, directors, stockholders, employees or agents or the
acceptance of any certificate or opinion.
9. INDEMNIFICATION BY CARACO
Caraco shall indemnify, defend and hold harmless, Sun Global, its
affiliates and its stockholders, directors, officers, employees, advisors and
agents against any and all liability, damage, loss or expenses (including
reasonable fees, costs and expenses of attorneys and other professionals and
court costs, but excluding consequential damages for lost profits) resulting
from, arising out of or connected with (a) any breach of the representations,
warranties or covenants by Caraco in this Agreement, (b) any claim by third
parties relating to the clinical testing, manufacturing, processing, packaging,
registration, distribution, promotion, use or sale of the Products by Caraco
(except for liabilities, damages, losses or expenses which result from the
negligence or other wrongdoing of Sun Global and/or its affiliates. These
indemnification obligations shall survive the termination of this Agreement or
the termination of any Product.
10. TERM AND TERMINATION
10.1 TERM. This Agreement shall be effective on the date first written
above and shall expire sixty (60) months from the date first written above. The
License granted with respect to any Product delivered by Sun Global to Caraco
and as to which Caraco and Sun Global have fulfilled their obligations
thereunder, shall continue indefinitely.
10.2 TERMINATION. At any time, this Agreement may be terminated in its
entirety or with respect to a single Product, as provided below, by giving
written notice to that effect, as follows:
(a) by either party, if the other party is in material default or in
material breach of any term or provision hereof or material breach of any
representation or warranty in this Agreement, and such material default or
material breach continues and is not remedied with thirty (30) days of notice of
such default or breach. As noted above, termination of the Agreement will not
affect the Licenses with respect to any Product delivered by Sun Global to
Caraco and pursuant to which Sun Global and Caraco have fulfilled their
obligations with respect to such Product under this Agreement.
(b) by Caraco for any given Product in case of material technical,
scientific or regulatory problems or, if the results in data achieved and
generated during the development of any given Product, in Caraco's
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reasonable determination, shows that approval for such Product will be unlikely
to be granted, again with respect to the specific Product only. In the event of
termination by Caraco pursuant to this sub-paragraph, no Preferred Shares shall
be issued with respect to such Product to Sun Global and/or its affiliates and,
if such Preferred Shares have already been issued, Sun Global agrees to cause it
and/or its affiliates to return such Preferred Shares to Caraco for
cancellation. In the event of termination of such Product, Sun Global shall be
obligated to provide another Product to Caraco in replacement of such Product.
(c) by Caraco, for any given Product, if prior to a Product passing the
applicable bioequivalency study or studies, Caraco in its reasonable discretion
determines that it would not be viable to develop and market the Product in the
Territory. In the event of termination by Caraco pursuant to this sub-paragraph,
no Preferred Shares shall be issued with respect to such Product to Sun Global
and/or its affiliates and, if such Preferred Shares have already been issued,
Sun Global agrees to cause it and/or its affiliates to return such Preferred
Shares to Caraco for cancellation. In the event of termination of such Product,
Sun Global shall be obligated to provide another Product to Caraco in
replacement of such Product.
(d) by Sun Global, for any given Product, in the event Caraco
materially fails to perform its material obligations with respect to the
Product, and fails to cure such failure within thirty (30) days of notice of
such failure from Sun Global (or if a cure is not reasonably possible within
thirty days, such longer period as is necessary to cure such failure so long as
at all relevant times after such thirty days, Caraco is using its best efforts
to effect such cure). In such event, Sun Global may elect to have the rights
sold in such Product revert back to Sun Global. Also, in addition to any other
rights it may have hereunder or under law, Sun Global shall have the right to
qualify an alternative company for the manufacture and sale of the Product in
the Territory and the right to submit an ANDA for the manufacture and sale of
the Product at an alternative company in the Territory. If Preferred Shares have
already been issued to Sun Global and/or its affiliates, Sun Global and/or its
affiliates will have no obligation to return such Preferred Shares back to
Caraco. Upon reversion of the Product to Sun Global, Caraco shall retain no
rights to develop, produce, market or otherwise exploit or deal in any manner
with the Product in the Territory and Caraco shall immediately return to Sun
Global the original versions and all copies of all Proprietary Technological
Information (but not including any bioequivalency studies).
10.3 NO PREJUDICE TO RIGHTS. The termination of this Agreement or of
any given Product shall be without prejudice to any rights and obligations of
either party accrued prior to the effective date of such termination, unless
explicitly otherwise agreed or otherwise provided in this Agreement.
11. ARBITRATION
Any dispute between the parties regarding any provision of this
Agreement shall be resolved by binding arbitration in the Detroit, Michigan area
pursuant to the commercial arbitration rules then prevailing of the American
Arbitration Association. Judgment upon the award of the arbitrators may be
entered by any court of competent jurisdiction.
12. NO THIRD-PARTY BENEFICIARIES
This Agreement shall not confer any rights or remedies upon any person
other than the parties and their respective officers, directors, heirs,
executors, administrators, successors, affiliates and associates and permitted
assigns.
13. FURTHER ASSURANCES
The parties hereto hereby agree to execute and deliver to one another
such further instruments and other documentation as may be requested by any
other party hereto at any time and from time to time to carry out the terms of
this Agreement.
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14. ENTIRE AGREEMENT
This Agreement and the documents executed and delivered pursuant hereto
constitute the entire agreement between the parties with respect to the subject
matter contained herein, and supersede all prior and contemporaneous oral and
written communications and agreements with respect thereto.
15. BINDING EFFECT; ASSIGNMENT
This Agreement shall be binding upon and shall insure to the benefit of
the parties hereto and their heirs, executors, administrators, successors and
assigns, affiliates and associates. No party has the right to assign any of its
rights or obligations hereunder with the prior written consent of the other
parties hereto, except that Sun Global may assign this Agreement and any of the
provisions hereunder to any affiliate of Sun Global without the consent of
Caraco, but Sun Global shall remain liable under this Agreement. In addition,
Sun Global may assign its rights (but not obligations) under this Agreement for
collateral or other security purposes to any lenders providing bonafide
financing to Sun Global without the consent of Caraco.
16. AFFILIATES
Sun Global and Caraco agree and understand that Sun Global may perform
some of its obligations through its affiliates, however, Sun Global is
ultimately legally responsible for the actions of its affiliates. Any action of
an affiliate of Sun Global under this Agreement which would constitute breach of
this Agreement if performed directly by Sun Global constitutes a breach of this
Agreement by Sun Global. In addition, Caraco in taking any actions under this
Agreement with affiliates of Sun Global shall thereby satisfy its obligations to
Sun Global. This provision does not limit or restrict the rights of Caraco to
pursue any right or remedy against any affiliate of Sun Global in connection
with such affiliate's performance of the obligations of Sun Global under this
Agreement.
17. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instruments.
18. HEADINGS
Headings of sections shall be deemed to be included for purposes of
convenience only and shall not affect the interpretation of this Agreement.
19. NOTICES
Any notices or consents required or permitted by this Agreement shall
be in writing and shall be deemed delivered if sent by certified mail, postage
prepaid, return receipt requested, or overnight delivery service (receipt
confirmed), or facsimile (receipt confirmed), as follows, unless such address is
changed by written notice hereunder.
If to Caraco: Caraco Pharmaceutical Laboratories Ltd.
0000 Xxxxxx XxXxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: President
with a copy to: Xxxx X. Xxxxx, Esq.
(which shall not Xxxxxx, Xxxxxxx & Xxxxxxx LLP
constitute notice) 34th Floor, 000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
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If to Sun Global: Sun Pharma Global, Inc.
Xxxxx Xxxxxxxx
00 Xx Xxxxxx Xxxxxx
Wickhams Clay 1 Road
Town Tortola, British Virgin Islands
Attn: Xx. Xxxxx Xxxxxx
with a copy to: Sun Pharma Global, Inc.
(which shall not Acme Plaza, Andheri - Kurla Road
constitute notice) Andheri (East), Mumbai - 400059
Attn: Mr. Xxxxx Xxxxxxxx/Xx. Xxxxxx Xxxxx
Any notice delivered hereunder shall be deemed given when actually
received.
20. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan.
21. AMENDMENTS AND WAIVERS
This Agreement may be amended and any provision hereof waived only in a
writing signed by the party against whom an amendment or waiver is sought to be
enforced. The parties hereto shall have the right at all times to enforce the
provisions of this Agreement in strict accordance with the terms hereof,
notwithstanding any conduct or custom on the part of such party in refraining
from so doing at any time or times. The failure of any party at any time to
enforce its rights under such provisions strictly in accordance with the same
shall not be construed as having created a custom in any way or manner contrary
to specific provisions of this Agreement or as having in any way or manner
modified or waived the same.
22. SEVERABILITY
If any provision of this Agreement shall be held invalid under any
applicable law, such invalidity shall not affect any other provisions of this
Agreement that can be given effect without the invalid provision, and, to this
end, the provisions hereof are severable.
23. EXPENSES
Except as otherwise expressly provided in this Agreement, the parties
will bear their respective costs and expenses (including legal fees and
expenses) incurred in connection with this Agreement and the transactions
contemplated hereby.
24. CONSTRUCTION
The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state or local statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation. Words used herein, regardless of the number
and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
themselves or by their duly authorized representatives, under seal, the day and
year first above written.
CARACO PHARMACEUTICAL LABORATORIES LTD.
By /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Title: Chief Executive Officer
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SUN PHARMA GLOBAL, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Title: Director
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