EXHIBIT 10.2
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[CERTAIN INFORMATION HAS BEEN OMITTED HEREIN PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24b-2. THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WITH THE COMMISSION.]
SUPPLY AGREEMENT
----------------
by and between
ALCO CHEMICALS LTD a Guernsey Channel Islands company with a branch office at
via Xxx Xxxxxxxxx 0, XXXXXX 0000, Xxxxxxxxxxx; hereinafter referred to as ALCO,
SICOR - SOCIETA' ITALIANA CORTICOSTEROIDI SPA an Italian company with offices at
Xxx Xxxxxxxxxx 00, XXX (Xxxxx), Xxxxx; hereinafter referred to as SICOR
and
BOEHRINGER INGELHEIM INTERNATIONAL GmbH with its principal office address at
Xxxxxx Xxxxxxx 000, 00000 XXXXXXXXX, Xxxxxxx; hereinafter referred to as
BOEHRINGER.
Whereas SICOR manufactures bulk active ingredients including [CONFIDENTIAL
TREATMENT REQUESTED] for the pharmaceutical industry.
Whereas ALCO has been granted exclusive distribution rights for [CONFIDENTIAL
TREATMENT REQUESTED] by SICOR.
Whereas BOEHRINGER develops several pharmaceutical products in the respiratory
field containing [CONFIDENTIAL TREATMENT REQUESTED] as an active substance
(hereinafter referred to as "Products").
Whereas BOEHRINGER desires to buy [CONFIDENTIAL TREATMENT REQUESTED],
manufactured by SICOR, from ALCO and ALCO desires to sell [CONFIDENTIAL
TREATMENT REQUESTED] to BOEHRINGER.
Now, therefore, in consideration of the premises and the mutual covenants
hereinafter provided for, the parties agree as follows:
1. Purpose - The purpose of this Agreement is to define the terms and
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conditions under which SICOR and ALCO agree to manufacture and sell
[CONFIDENTIAL TREATMENT REQUESTED] to BOEHRINGER respectively, and BOEHRINGER
agrees to buy [CONFIDENTIAL TREATMENT REQUESTED] from ALCO.
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2. Specifications, DMF and Manufacturing Methods - [CONFIDENTIAL TREATMENT
---------------------------------------------
REQUESTED] means the unmicronised compound meeting the specifications given in
Appendix I hereto (hereinafter called "Specifications").
SICOR shall provide BOEHRINGER with the open part of a DMF for BOEHRINGER's use
in any country of the world.
In case any health administration or governmental authority in any country will
ask BOEHRINGER for additional information concerning [CONFIDENTIAL TREATMENT
REQUESTED] (e.g. about the closed part of a DMF) SICOR undertakes, either
directly or through ALCO, to promptly pass such information to the respective
administration or other authority.
For the term of this Agreement, SICOR shall not change any Specifications,
manufacturing methods (given in Appendix II) or site of manufacture for the
[CONFIDENTIAL TREATMENT REQUESTED] supplied to BOEHRINGER hereunder without
BOEHRINGER's prior written consent to any such changes, provided that SICOR may
--------
make such changes without BOEHRINGER's consent where so required by the relevant
Health Authorities and/or if necessary to maintain any Pharmacopoeia standards
as set forth in Appendix I.
The site of manufacture for the [CONFIDENTIAL TREATMENT REQUESTED] supplied
hereunder may be either SICOR's facilities or the facilities of SINTESIS XXXXX,
X.X. de C.V., a Mexican corporation with its principal place of business at Av.
San Xxxxxx No. 35, Parque Industrial Xxxxx, Xxxxx xx Xxxxxxx, X.xx Mexico,
Mexico ("XXXXX"), who would produce such [CONFIDENTIAL TREATMENT REQUESTED]
under a toll manufacturing arrangement with SICOR.
SICOR shall undertake to enter into a toll manufacturing agreement for
[CONFIDENTIAL TREATMENT REQUESTED] with LERMA upon XXXXX'x receiving approval
from the United States Food and Drug Administration as a facility for the
manufacture of bulk active ingredients for use in the United States. In any such
toll manufacturing agreement with XXXXX, SICOR undertakes to ensure that XXXXX
fulfills all the obligations of SICOR concerning [CONFIDENTIAL TREATMENT
REQUESTED] supplied hereunder which should be met by XXXXX so as to give effect
to said SICOR obligations, including but not limited to SICOR's obligations with
regards to the open part of the [CONFIDENTIAL TREATMENT REQUESTED] DMF (but
which, in a toll manufacturing agreement, would require the filing of change of
site applications) and other regulatory information, manufacturing methods and
specifications. SICOR shall also undertake to ensure that in such agreement,
XXXXX will use its best efforts to supply as fast as possible to the relevant
Health Authorities all the documentation necessary for manufacturing
[CONFIDENTIAL TREATMENT REQUESTED] for SICOR, which [CONFIDENTIAL TREATMENT
REQUESTED] is to be provided by SICOR hereunder. However, the parties agree that
the [CONFIDENTIAL TREATMENT REQUESTED] delivered to BOEHRINGER under this
Agreement will in general be manufactured by SICOR and XXXXX shall only be
appointed as a second source to cover any force majeure situations.
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3. Preferential dealing - As long as the price and quality terms and conditions
--------------------
hereunder are met, BOEHRINGER agrees to make ALCO and SICOR its first choice as
supplier of [CONFIDENTIAL TREATMENT REQUESTED]. In this sense, BOEHRINGER shall
purchase all its requirements of [CONFIDENTIAL TREATMENT REQUESTED] for the
production and use of clinical samples containing [CONFIDENTIAL TREATMENT
REQUESTED] for potential repetitions of clinical trials, and for the production
and sales of the Products in case these Products will be registered,
preferentially from ALCO for the term of this Agreement, and ALCO and SICOR
through ALCO to supply to BOEHRINGER all such requirements of [CONFIDENTIAL
TREATMENT REQUESTED].
Should another party offer BOEHRINGER an equivalent quality of [CONFIDENTIAL
TREATMENT REQUESTED] at a lower price or at more favourable conditions and ALCO
is not prepared to accept this offer by providing [CONFIDENTIAL TREATMENT
REQUESTED] at a price equal to the price offered by that other party within four
(4) weeks of BOEHRINGER's informing ALCO of said lower price or more favourable
conditions, then BOEHRINGER is exempted from its obligation to purchase
[CONFIDENTIAL TREATMENT REQUESTED] from ALCO for the quantities of [CONFIDENTIAL
TREATMENT REQUESTED] offered at such lower price or more favourable conditions.
However, in view of cost and burden to be incurred for re-registration,
BOEHRINGER is willing to accept a price up five percent (5%) above the price
offered by that other party.
For the purposes of this Agreement, the quality of [CONFIDENTIAL TREATMENT
REQUESTED] shall be considered equivalent if and only if:
- the other party offering such lower prices or more favourable conditions
for [CONFIDENTIAL TREATMENT REQUESTED] has the capacity, manufacturing
facilities, and rights to intellectual/industrial property necessary and
sufficient to be a reasonably reliable supplier of [CONFIDENTIAL TREATMENT
REQUESTED] over the term of this Agreement;
- the other party offering such lower prices or more favourable conditions
for [CONFIDENTIAL TREATMENT REQUESTED] has been approved or BOEHRINGER can
demonstrate that said other party will be approved as a manufacturing
facility for bulk active ingredients by the appropriate regulatory
authorities of the country or countries in which BOEHRINGER intends to sell
products containing [CONFIDENTIAL TREATMENT REQUESTED] to be purchased from
that other party; and
- any such [CONFIDENTIAL TREATMENT REQUESTED] offered by the other party
would meet the BOEHRINGER quality requirements, and would comply with the
same governmental regulations and manufacturing practices, and meet the
same standards, as those complied with and met by SICOR in under this
Agreement for the country or countries in which BOEHRINGER intends to sell
products containing [CONFIDENTIAL TREATMENT REQUESTED] to be purchased from
that other party.
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In case [CONFIDENTIAL TREATMENT REQUESTED] which meets all the requirements
stated above is offered to BOEHRINGER, BOEHRINGER will inform ALCO of that fact
and of the prices and conditions of this offer. In order to prove the existence
of a competitive order BOEHRINGER undertakes, if required by ALCO and/or SICOR,
to provide information regarding the requirements listed above to an auditor
bound to secrecy. The auditor shall not reveal the identity of the competitive
supplier to ALCO or to SICOR.
The costs of such an auditing shall be borne by ALCO and/or SICOR.
ALCO shall grant to BOEHRINGER the lowest price offered by ALCO to any third
party solely for BOEHRINGER's intended sales in the country or countries in
which that third party or its client(s) sell products containing [CONFIDENTIAL
TREATMENT REQUESTED], unless special circumstances justify this price being
------
granted to that third party. For purposes of this Agreement, such special
circumstances can mean, among other circumstances, the requirement of higher
quantities of [CONFIDENTIAL TREATMENT REQUESTED] or an individual supply of
[CONFIDENTIAL TREATMENT REQUESTED] without any further support by ALCO and/or
SICOR.
In case ALCO intends to offer a lower price to a third party in accordance with
the special circumstances mentioned above, BOEHRINGER shall be informed
promptly.
4. Price and Delivery Terms - With regard to the cumulative quantities sold in
------------------------
any calendar year, the price for [CONFIDENTIAL TREATMENT REQUESTED] supplied
thereunder through December 31, 1998 during any calendar year shall be:
50 kgs or less [CONFIDENTIAL TREATMENT REQUESTED]
50.001 kgs through 100 kgs [CONFIDENTIAL TREATMENT REQUESTED]
100.001 kgs through 200 kgs [CONFIDENTIAL TREATMENT REQUESTED]
200.001 kgs through 300 kgs [CONFIDENTIAL TREATMENT REQUESTED]
greater than 300 kgs [CONFIDENTIAL TREATMENT REQUESTED]
for [CONFIDENTIAL TREATMENT REQUESTED] delivered by ALCO to BOEHRINGER DDU
(Incoterms 1990) named destination, payment terms thirty (30) days net after
receipt of the invoice.
No later than October 1 1998 and each October 1st thereafter during the term of
this Agreement, the price of [CONFIDENTIAL TREATMENT REQUESTED] for the
following year shall be negotiated in good faith and timely manner between ALCO
and BOEHRINGER. Increases of pricesshall only be negotiated in case of increase
in the cost due to an increase in labour, overhead and/or raw materials
exceeding five per cent (5%). SICOR or ALCO for SICOR will provide to BOEHRINGER
adequate evidence of such developments.
If BOEHRINGER can demonstrate to ALCO that the price does not allow BOEHRINGER
to make reasonable sales of its Products
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containing [CONFIDENTIAL TREATMENT REQUESTED] in a reasonable number of its
markets, ALCO and BOEHRINGER shall discuss in good faith negotiations a new
price to be applied hereunder for said markets.
If ALCO and BOEHRINGER do not reach an agreement at such time, then BOEHRINGER
is exempted from its obligation to purchase for the said markets.
5. Forecasts and order procedure - At the end of each March, June, September
-----------------------------
and December hereafter throughout the term of this Agreement, BOEHRINGER shall
provide to SICOR through ALCO an updated forecast of its anticipated overall
requirements of [CONFIDENTIAL TREATMENT REQUESTED] for the following twelve (12)
month period, and its anticipated requirements for the United States and Canada
for the following twelve (12) month period. These forecasts shall be non-binding
estimates except as indicated in the following paragraph.
BOEHRINGER shall order [CONFIDENTIAL TREATMENT REQUESTED] from ALCO by written
purchase orders with a lead time of three (3) months. In the case of unexpected
demand ALCO and SICOR shall make every effort to satisfy BOEHRINGER's
requirements. Notwithstanding the foregoing, ALCO shall not be obligated to
accept any order to the extent that it results in ALCO's having to supply
[CONFIDENTIAL TREATMENT REQUESTED] in excess of one hundred twenty-five percent
(125%) of the first twelve month overall forecast given by BOEHRINGER here-
under--within which falls the date of such order. In such case, ALCO and SICOR
shall nonetheless make all commercially reasonable efforts to comply with such
unplanned changes, but shall not be held liable for their inability to do so.
SICOR agrees to hold a Delivery Stock of [CONFIDENTIAL TREATMENT REQUESTED] at
its premises for future delivery to BOEHRINGER, under the following terms and
conditions:
- The quantities of [CONFIDENTIAL TREATMENT REQUESTED] to be held in stock
shall not be less than the greater of the following:
i) 50% of the most recent twelve (12) month rolling overall forecast
received by SICOR through ALCO pursuant to the first paragraph of this
Article 5; or
ii) 100% of the most recent twelve (12) month rolling forecast for the
United States and Canada received by SICOR through ALCO pursuant to
the first paragraph of this Article 5;
provided, however, that SICOR shall not be required to have in said Delivery
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Stock at any one time more than one hundred fifty (150) kilograms of
[CONFIDENTIAL TREATMENT REQUESTED] at any one time.
- Notwithstanding the foregoing, SICOR shall be permitted ninety (90) days from
the date any [CONFIDENTIAL TREATMENT REQUESTED] ordered hereunder leaves its
facilities to replenish the Delivery Stock to the required
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minimum levels in cases of force majeure (as set forth in Article 8) or in case
of orders resulting in SICOR and ALCO having to supply an amount in excess of
the first twelve month overall forecast given by BOEHRINGER hereunder within
which falls the date of such order. For all other orders, SICOR shall proceed
immediately to replenish the Delivery Stock.
- For each order accepted hereunder, SICOR shall withdraw from the Delivery
Stock those batches of [CONFIDENTIAL TREATMENT REQUESTED] which would result in
SICOR supplying the earliest produced batches in the Delivery Stock.
6. Warranty and Inability to supply - If SICOR fails to manufacture
--------------------------------
[CONFIDENTIAL TREATMENT REQUESTED] for supply hereunder and/or ALCO fails to
deliver [CONFIDENTIAL TREATMENT REQUESTED] to BOEHRINGER according to the
Specifications set out in Appendix I, then SICOR shall manufacture and/or ALCO
shall deliver, at SICOR or ALCO's own expense or at SICOR and ALCO's expense and
as soon as possible, [CONFIDENTIAL TREATMENT REQUESTED] which meets the
Specifications set out in Appendix I so as to replace the quantity which did not
meet these requirements and Specifications, and ALCO and SICOR shall deal with
this matter according to the terms and conditions of any then valid distribution
agreement for [CONFIDENTIAL TREATMENT REQUESTED] between the two parties.
Except for orders exceeding one hundred twenty-five percent (125%) of
BOEHRINGER's forecast as set forth in the second paragraph of Article 5, in the
event that SICOR and/or ALCO is unable to meet orders or is only able to meet
partial orders for reasons other than those set forth in the force majeure
-------------
provision in Article 8 of this Agreement, BOEHRINGER shall have the option of
purchasing the remaining quantity of [CONFIDENTIAL TREATMENT REQUESTED] ordered
that calendar year from a third party, and shall be free to claim damages for
such non-performance from the directly responsible party or parties.
7. Right of Inspection - So as to permit the inspection of [CONFIDENTIAL
-------------------
TREATMENT REQUESTED] production, SICOR shall allow the representatives of
BOEHRINGER to visit, no more than twice a year, during normal working hours and
upon reasonable prior written notice, those premises of SICOR where
[CONFIDENTIAL TREATMENT REQUESTED] is being produced, stored and/or analysed,
and SICOR shall grant said representatives access to such premises and to
documentation necessary for the production, storage and quality control of the
[CONFIDENTIAL TREATMENT REQUESTED], said documentation not to include, however,
individual batch records for [CONFIDENTIAL TREATMENT REQUESTED] production. The
responsible authorities shall be granted the right of inspection at any time
they choose provided, however, such visit is announced beforehand.
8. Force Majeure - Except with respect to the payment of any monies due
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hereunder, a party shall not be held liable to the other for failure to perform
or fulfill an obligation required of the party to the extent such is prevented
by force majeure including, but not limited to, acts of God, fire, delays caused
by suppliers of materials or products, industrial disputes,
6/11
technical problems or disturbances, natural disasters, wars declared or
undeclared, civil strike, embargo, lack of failure of transport facilities,
currency restrictions, or events caused by legislation, regulations, or orders
by any government or governmental agency or by any other supervening
circumstances beyond the control of either party provided, however, that the
force majeure is limited to a period of three (3) months.
9. Confidentiality - ALCO and SICOR undertake to use all information named
---------------
hereunder and received from or through BOEHRINGER only for the purpose of
manufacturing and selling [CONFIDENTIAL TREATMENT REQUESTED] to BOEHRINGER.
BOEHRINGER undertakes to use all information named hereunder and received from
or through ALCO or SICOR, and in particular during any Inspections pursuant to
the provisions of Article 7 of this Agreement, only for the purpose of
purchasing [CONFIDENTIAL TREATMENT REQUESTED] from SICOR through ALCO or of
manufacturing any Products containing [CONFIDENTIAL TREATMENT REQUESTED]. All
parties hereto guarantee to treat as confidential all documents, details,
information and experience of proprietary nature to the other parties regarding
[CONFIDENTIAL TREATMENT REQUESTED] under this Agreement, especially concerning
such know-how, knowledge, information and formulas that has come to the
knowledge of the party at any stage in connection with this Agreement.
The parties agree not to use any such documents, details, information and
experience proprietary to one of the other parties, for any other purpose than
the proper fulfillment of this Agreement, nor to reveal any such documents,
details, information and experience proprietary another party or parties hereto,
to any outsider and/or unauthorized person(s), unless such information has
become public knowledge for reasons for which that party (or someone for whom
that party is responsible) cannot be held liable, unless that other party or
parties, gives its or their consent thereto separately in writing. For the
purposes hereof all parties hereto shall also be liable for the due observation
of these provisions of confidentiality by any employees of that party, and by
any subcontractor, agent etc. acting for on behalf of that party.
10. Process Patent Rights - SICOR's process for manufacturing [CONFIDENTIAL
---------------------
TREATMENT REQUESTED]may make use of an invention or inventions claimed in the
European Patent Application [CONFIDENTIAL TREATMENT REQUESTED] and corresponding
patents/patent applications (together, the "Process Patents").
SICOR has a non-exclusive right to use all inventions claimed in the Process
Patents for the life of said Process Patents, which license was granted by AB
Astra under Swedish law in the same agreement in which SICOR transferred
ownership of said Process Patents to AB Astra.
Termination of said agreement, and thus of the license granted thereunder, is
not possible by SICOR nor by AB Astra to the extent that SICOR has transferred
to Astra AB proper title to the Process Patents.
7/11
SICOR hereby represents that one remaining patent in the family of Process
Patents [CONFIDENTIAL TREATMENT REQUESTED] is still in the process of being
assigned by SICOR to AB Astra, while SICOR has duly assigned by the means and
manner requested by AB Astra all other patents in said family, including but not
limited to the Italian [CONFIDENTIAL TREATMENT REQUESTED] applied for through
the European Patent Organization.
SICOR in addition represents that AB Astra is obliged to use its best endeavors
to prosecute, maintain and defend Process Patents or, in the event that AB Astra
decides to abstain from prosecuting, maintaining or defending any such Process
Patents, to transfer back to SICOR any and all rights to these Process Patents.
To the best of SICOR's and ALCO's knowledge, unless and, in such case, with the
sole exception of Astra AB having maintained its opposition to the Canadian
family member of the Process Patents, which patent is included among those duly
assigned to AB Astra by the means and manner requested by AB Astra, there are no
current third-party claims concerning any of the Process Patents.
11. Liability and Indemnity - Liability and indemnity between the contracting
-----------------------
parties are subject to the applicable laws.
SICOR shall indemnify, defend, and hold BOEHRINGER and ALCO harmless, against
any and all liability, damage, loss, cost or expense (including reasonable
attorney's fees) resulting from a third party claim made or suit brought against
BOEHRINGER and/or ALCO respectively to the extent such arises out of a claim of
infringement of any intellectual property rights concerning [CONFIDENTIAL
TREATMENT REQUESTED] and/or the Process Patents. Upon filing of any such claim
or suit BOEHRINGER and/or ALCO shall immediately notify SICOR either directly,
or in the case of BOEHRINGER, through ALCO thereof and shall permit SICOR, at
its cost, to handle and control such claim or suit. BOEHRINGER and/or ALCO shall
have the right to participate in the defence of such claim or suit at its own
expense.
Both BOEHRINGER and SICOR shall each maintain a comprehensive general liability
insurance policy providing sufficient extensive coverage for personal injury,
bodily injury, property damages, or such coverage as is usual and customary in
the pharmaceutical industry to procure in the case of activities to be carried
out by the respective party because of and under this Agreement.
12. Term - This Agreement shall become effective on the last date of signature
----
hereunder, and shall continue thereafter for fifteen (15) years. Thereafter
this Agreement shall be automatically renewed for successive one year periods
unless either party hereto gives written notice to the other party at the
address hereinabove of its intentions not to extend the
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term, said notice to be given at least three (3) years prior to expiry of the
then current term.
13. Termination for Cause - BOEHRINGER shall have the right in its discretion
---------------------
to terminate this Agreement at once by written notice to the other parties in
the event that:
a) one or both of the other parties should breach or fail to observe or perform
any term or condition of this Agreement, and such breach or default is not cured
and remedied in full within (90) days after written notice thereof is given to
the party or parties at fault.
b) one of the other party or parties by voluntary or involuntary action go(es)
into liquidation or receivership; or dissolve(s) or file(s) a petition for
bankruptcy or reorganization or for suspension of payments or is (are)
adjudicated as bankrupt, become(s) insolvent or assign(s) or make(s) any
composition of its (their) assets for the benefit of creditors;
c) ownership of or control over one or both of the other parties is transferred
to others than those presently holding ownership of such party or parties.
d) if in good faith BOEHRINGER determines that there are reasonable scientific
or commercial reasons to stop development or sale of the Products; provided that
such commercial reasons cannot be solely related to BOEHRINGER's finding lower
prices available for [CONFIDENTIAL TREATMENT REQUESTED] of equivalent quality.
Neither ALCO nor SICOR alone shall have the right to terminate this Agreement.
Notwithstanding the foregoing, ALCO and SICOR together in common accord shall
have the right in their discretion to terminate this Agreement at once by
written notice by both parties to BOEHRINGER in the event that:
a) BOEHRINGER should breach or fail to observe or perform any term or condition
of this Agreement, and such breach or default is not cured and remedied in full
within (90) days after written notice thereof is given to BOEHRINGER;
b) BOEHRINGER by voluntary or involuntary action goes into liquidation or
receivership; or dissolves or files a petition for bankruptcy or reorganization
or for suspension of payments or is adjudicated as bankrupt, becomes insolvent
or assigns or makes any composition of its assets for the benefit of creditors;
or
c) ownership of or control over BOEHRINGER is transferred to others than those
presently holding ownership of BOEHRINGER.
In any of the three aforementioned cases, if only ALCO but not SICOR, or only
SICOR but not ALCO desires to terminate the
9/11
present Agreement, the party so desiring to terminate reserves the right to
those damages directly or indirectly resulting therefrom from the party not
desiring to terminate.
In the event of early termination of this Agreement by BOEHRINGER due to cause
by SICOR or ALCO hereunder, BOEHRINGER may request shipment of any orders
placed, but not yet filled. In the event of early termination of this Agreement
by ALCO and SICOR, due to cause by BOEHRINGER, ALCO and SICOR shall not be
obligated to ship orders placed by BOEHRINGER, but provided SICOR has
manufactured and has available sufficient quantities for BOEHRINGER, shall have
the right to ship such orders DDP named destination; this shall be considered to
be accepted by BOEHRINGER if such [CONFIDENTIAL TREATMENT REQUESTED] conforms
with the specifications set out in Appendix I.
14. Severability - In the event that individual provisions of this Agreement
------------
become wholly or partially invalid the effectiveness of the remaining rulings
shall not be affected. The contracting parties undertake to replace an invalid
ruling by a valid one which most closely corresponds with the economic intention
of the invalid ruling.
15. Notice - All notices or other communication permitted or required hereunder
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shall be sufficiently given if sent by registered mail, postage prepaid, or by
telefax, addressed to Xx. Xxxxxxx Xxxxx or Dr. Xxxxxxx Xxxxxx at the addresses
hereinabove set forth and to BOEHRINGER to the Xxxxxxxx Xxxxxxxxxx XX XX,
Xxxxxxxxx, Xxxxxxx with copy to the Legal Department BI GmbH, Ingelheim,
Germany, or at such other address or as shall be furnished in writing by ALCO,
SICOR or BOEHRINGER to the other parties hereto. Any such notice or
communication required or permitted hereunder shall be deemed to have given as
of the date mailed, telexed or telefaxed as evidenced by the postmark on the
envelope or the official notice of time and date on a telex or telefax.
16. Assignment - This Agreement or the rights and duties hereunder may not, in
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whole or in part, be transferred, assigned, pledged or delegated by any of the
parties without prior written consent of the other parties.
17. Governing Law and Arbitration - This Agreement shall be governed entirely
-----------------------------
by the laws of Germany.
IN WITNESS WHEREOF both parties have caused this Agreement to be signed by their
respective duly authorized officers or representatives on the dates indicated
below.
For and on behalf of
BOEHRINGER INGELHEIM INTERNATIONAL GmbH
ppa. ppa.
10/11
/s/ Xxxxxx /s/ Dr. Blank
----------------------------------
Xxxxxx Dr. Blank
Date: August 2, 1996
For and on behalf of
ALCO CHEMICALS Ltd.
/s/ X. Xxxxx
-----------------------------------
Date: September, 23rd 1996
For and on behalf of
SICOR S.p.A.
/s/ Xx. Xxxxx /s/ Xx. Xxxxx
-------------------------------------
Xx. Xxxxx Xx. Xxxxx
Date: September, 20th 1996
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