First Amended and Restated Supply Agreement
Exhibit
10.7
First
Amended and Restated
This
first amended and restated agreement is entered into as of the 19th day of
February 2005 at Chicago, Illinois, USA by and between Integrated
PHARMACEUTICALS, INC (hereinafter referred to as “Integrated”) or its
representative, an Idaho corporation located at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 and Fragchem CORPORATION (hereinafter referred to as
“Fragchem”), an
Illinois corporation with its Registered Office situated at 0000 X. Xxxx Xxxx
#00X, Xxxxx, Xxxxxxxx 00000.
WHEREAS,
Integrated is engaged in the manufacture and distribution of various chemicals
including Glucono Delta Lactone (GDL) and other Gluconate products;
WHEREAS,
Fragchem has developed and possesses excellent contacts and relationships with
the reputed US and international business houses who are dealing with chemicals,
drugs, etc.; and
WHEREAS,
Fragchem will market and distribute GDL and Gluconate products manufactured by
Integrated, in the Midwestern States of Indiana, Illinois, Wisconsin, Iowa and
Minnesota;
NOW
THEREFORE the parties hereby agree as follows:
1.
Minimum
Annual Purchases.
Fragchem ensures and agrees to purchase a minimum of $6,000,000 per year of GDL
and Gluconate products under the terms and condition of this contract starting
from May 1st, 2005.
For purposes of this clause, a “year” means a 12-month period starting on May 1
and ending on the next April 30.
2.
Effect
of Long Sales Cycle on First Year Sales.
Fragchem understands that, for introducing a new manufacturer to the existing
consumers of gluconate products, it might take longer for product approval than
it takes from current users, and that this may cause the first year’s sale
volume of Gluconates to its potential customers to be lower than they might
otherwise be. Fragchem will use its best efforts to sell as much GDL and
Gluconates as possible in the first year of contract to meet its annual sales
target.
3.
Samples
and Customer Feedback.
Integrated shall provide GDL and other Gluconate products samples to Fragchem to
submit for approvals to various end users. Fragchem will provide potential
customers input to Integrated about the products.
3.
Price. The
price at which Fragchem will sell the GDL and Gluconate products to the
customers shall be mutually decided by Integrated and Fragchem through a
separate agreement. The pricing of GDL and Gluconate products shall be reviewed
by both parties at every quarter or mutually agreed upon intervals.
4.
Inventory. Fragchem
will keep GDL and Gluconate products inventory in its warehouse (six weeks
supply) after six months from signing the contract.
5.
Payment. Fragchem
will pay Integrated after 30 days from the date of delivery to Fragchem’s
warehouse.
6.
Term. The
initial term of this Agreement shall commence from May 1st, 2005
and unless sooner terminated pursuant to the terms hereof, shall continue in
effect for 5 years and thereafter from year to year.
7.
Integrated Representations. Integrated represents and warrants
that:
| (a) | GDL and Gluconate products purchased and sold under this Agreement will meet the specifications (In house or USP or any publishes specs) |
| (b) | Integrated will observe good manufacturing practices established by the U.S. F.D.A. which are applicable to the manufacturing of GDL and Gluconate products |
| (c) | Drug Master File: Integrated shall file for DMF to US FDA for GDL and Gluconate products if necessary at an earliest time; |
8.
Invoicing.
Integrated will invoice Fragchem at a price 5-10% below the Fragchem sale price
to the customers. The 5-10% range of commission schedule will be determined
based on the price of products sold at a mutually agreed upon terms. Thirty to
fifty percent of the total commission shall be paid in restricted shares to
FragChem. The share price should be the closing price of INTP on 2/18/05 subject
to approval by the board of directors of INTP, which was $1.74.
9.
Commission
on Integrated Sales. If
Integrated sells GDL or Gluconates in Indiana, Illinois, Wisconsin, Iowa or
Minnesota without any efforts of Fragchem then Integrated shall pay Fragchem
0.5% fee of total sales price, provided Fragchem sales of GDL or any gluconate
products subsequently in that state within the next six months of such sale date
of Integrated.
11.
Exclusivity. Fragchem shall purchase GDL and Gluconate products solely from
Integrated and under no circumstances shall Fragchem purchase the same from
other sources without obtaining a prior written consent from
Integrated.
12.
Governing
Law: This
Agreement shall be governed by and construed under the laws of The Commonwealth
of Massachusetts, without reference to principles of conflicts of
laws.
13. Assignability: Neither
party may assign the Agreement without the prior written consent of the other
party, except that either party may assign its rights and delegate its duties to
a company into which such party is merger or to a purchaser of substantially all
of the assets of such party
14. Remedies. In the
event of a material breach of this agreement by either party continuing for more
than thirty (30) days after notice of such breach, the non-breaching party may
terminate this agreement. Such a termination shall not relieve either party of
obligations arising under this agreement (including payment obligations) prior
to the effective date of such termination.
IN
WITNESS WHEREOF, the undersigned have executed this agreement as of the date
first written above.
|
Integrated
Pharmaceuticals, Inc. |
FragChem
Corporation |
|
Name:
XXXXXXX XXXXXXXXXX |
Name:
KISHORE KADMAR |
|
Signature:
/s/ Xxxxxxx Xxxxxxxxxx |
Signature:
/s/ Kishore Kadmar |
|
Date:
March 11, 2005 |
Date:
March 11, 2005 |
