EXHIBIT 10.2
SUPPLY AGREEMENT
THIS AGREEMENT is made and entered into on the 16th day of April, 2002,
BY AND BETWEEN
M/S. J.B. CHEMICALS & PHARMACEUTICALS LTD., a company incorporated
under the provisions of the Companies Xxx, 0000, having its registered office at
Xxxxxx Center, 'B' Wing, 0xx xxxxx, Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxx 400 025,
hereinafter referred to as "JBCPL", which term shall include its successors and
permitted assigns, and which company is represented herein by Shri X.X. Xxxx,
Shri X.X.Xxxx of the One Part
AND
NEOJB LLC, a limited liability company organized in accordance with the
laws of the State of Delaware within the United States of America, having its
principal office at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, XXX 00000,
hereinafter referred to as "NEOJB" which term shall include its successors and
permitted assigns, and which company is represented herein by Xxxxx X. Xxxxxx,
Ph.D, Xxxxxx Xxxxxxxxx, M.D., Xxxxxx Xxxxx and Xxxxx Xxxx, Ph.D. of the Other
Part;
A. WHEREAS, JBCPL is currently involved in or intends to be involved in
the manufacture in India of the drugs mentioned in Annexure 'A' and
markets and distributes the same in India and abroad under the
trademarks as more particularly indicated in the said Annexure 'A'
and/or such other trademarks as the said JBCPL may utilize in this
regard from time to time. JBCPL, is also the owner of Patents, both in
India and other countries, including the United States of America in
respect of the said drugs as more particularly mentioned in detail in
Annexure 'B'. The products detailed in the said Annexure 'A' and 'B'
are hereinafter collectively referred to as "THE EXISTING PRODUCTS". As
new products become
2
available, Annexure 'A' and Annexure 'B' will be amended from time to
time to incorporate such new products.
B. WHEREAS, NEOJB is a marketing and distribution company organized in the
United States of America ("USA") for the purposes of marketing and
distributing some of the existing products, each of which drugs is
subject to a specific product addendum hereto. The drugs detailed in
the said specific product addenda are hereinafter collectively referred
to as "THE SAID PRODUCTS";
C. WHEREAS, JBCPL is desirous of engaging NEOJB to obtain regulatory
approval from the United States Food and Drug Administration ("FDA") to
market the said products in the USA, and to market and distribute the
said products in the USA, under the various trademarks and tradenames
registered by JBCPL in the USA;
Now THEREFORE, for and in consideration of the foregoing premises, and
the mutual covenants, stipulations, terms and conditions herein contained the
parties agree as follows:
1. APPOINTMENT AND TERRITORIAL LIMITS
1.1. Subject to the terms and conditions of this Agreement, JBCPL
hereby appoints NEOJB as its exclusive distributor for the sale of the
said products in the USA and NEOJB agrees to market and distribute the
said products in the USA in accordance with the terms and conditions of
this Agreement. JBCPL hereby grants to NEOJB, during the term of this
Agreement, an exclusive license to use the Intellectual Property Rights
associated with the said products for the purposes of obtaining
regulatory approval of the said products in the USA and marketing,
distributing and selling the said products in the USA. For the purposes
of this Agreement, "Intellectual Property Rights" means, collectively,
worldwide Patents, Copyrights, Trademarks, mask work rights, trade
names and all other intellectual property rights and proprietary
rights, whether arising under the laws of the United States or any
other state, country or jurisdiction, including all rights
3
or causes of action for infringement or misappropriation of any of the
foregoing. For purposes of this Agreement: (a) "Patents" means all
patent rights and all right, title and interest in all letters patent
or equivalent rights and applications, including provisional
applications, for letters patent or rights, industrial and utility
models, industrial designs, xxxxx patents, patents of importation,
patents of addition, certificates of invention and other government
issued or granted indicia of invention ownership, including any
reissue, extension, division, continuation or continuation-in-part
applications throughout the world; (b) "Trade Secrets" means all right,
title and interest in all trade secrets and trade secret rights arising
under common law, state law, federal law or laws of foreign countries;
(c) "Copyrights" shall mean all copyrights, and all other literary
property and authorship rights, and all right, title, and interest in
all copyrights, copyright registrations, certificates of copyright and
copyrighted interests throughout the world; and (d) "Trademarks" means
all right, title and interest in all trademark, service xxxx, trade
name and trade dress rights arising under the common law, state law,
federal laws and laws of foreign countries, and all right, title, and
interest in all trademark, service xxxx, trade name and trade dress
applications and registrations interests throughout the world.
1.2. It is however agreed and clarified between the Parties hereto
that the rights of NEOJB to act as the distributor of JBCPL shall be
initially confined to the territorial limits of USA (as on the date of
this Agreement) and shall thereafter extend to other neighbouring
countries with the prior written consent of JBCPL. For the purposes of
abundant caution it is also clarified that this Agreement shall not
prevent and this JBCPL shall be free to enter into such marketing,
distribution and representation agreements in any and all other
territories whether relating to the said products or otherwise.
2. CONFIDENTIALITY
2.1 Neither Party shall disclose to any third party any
Confidential Information and which was obtained from the other Party in
connection with this
4
Agreement. This obligation of secrecy of the Confidential Information
shall not apply to information which is required to be disclosed to
governmental agencies for product registration purposes or as may be
required by applicable law or governmental authority having competent
jurisdiction over the receiving Party. In addition, the secrecy
obligation shall expire for Confidential Information which:
a) is or ceases to be Confidential Information as a consequence
of authorized disclosures;
b) was already in the possession of a Party at the time of
receipt from the disclosing Party, as shown by documentary
evidence;
c) after the date of this Agreement is received from a third
party whose direct or indirect source is not the disclosing
party.
For the purpose of this Article, the term "CONFIDENTIAL
INFORMATION" shall mean any information or data (including but not
limited to any technical or non-technical data, and any formula,
patents, methods, processes, patterns, compilation, programs, device or
technique) that derive economic value, actual or potential, from not
being generally known to other persons. Confidential Information would
also include all information exchanged by and between the Parties in
relation to this Agreement or otherwise marked as confidential by any
Party to this Agreement.
2.2. The Parties agree: (a) to exercise the same degree of care and
protection (but no less than a reasonable degree of care and
protection) with respect to each other's Confidential Information as a
Party would exercise with respect to its own confidential information;
and (b) except as expressly authorized by this Agreement, or as
necessary to the performance of the obligations hereunder, not to
directly or indirectly disclose, copy, transfer, or allow access to the
Confidential Information. Without limitation to the generality of the
foregoing, all persons with access to the Confidential Information will
be subject to the same restrictions and limitations as that of the
Parties to this Agreement. The Parties
5
shall ensure that appropriate non-disclosure undertakings are obtained
in this regard. Provided that obtaining of such non-disclosure
undertakings shall not absolve any of the Parties hereto from any
breach that may be committed by reason of a breach by any of the
persons to whom the Confidential Information has been disclosed
pursuant to this Agreement.
2.3. The obligations contained in this Article shall survive the
duration of this Agreement and thereafter for a period of fifteen (15)
years or until the expiration of all Patents for the said products
(including any extended term), whichever is later.
2.4. Without prejudice to any other provision of this Agreement,
but notwithstanding anything contained in clause 15.1 hereto, the
Parties acknowledge and agree that any violation of this Article 2 by a
Party would cause the other Party irreparable injury for which such
other would have no adequate remedy at law, and that such other Party
shall be entitled to preliminary and other injunctive relief against
the defaulting Party for any such violation. Such injunctive relief
will be in addition to, and in no way a limitation of, any and all
other remedies or rights that such other Party shall have at law or in
equity.
3. OBLIGATIONS OF JBCPL
3.1. JBCPL hereby agrees :
a) To hold and keep in force all manufacturing licenses and
permission in respect of the said products and comply with
requirements of all laws applicable to the said products.
b) To provide NEOJB and/or NeoTherapeutics, Inc. with all
documents required to enable the regulatory approval of the
said products by the FDA and NEOJB and/or NeoTherapeutics
shall render all assistance to JBCPL for registration of the
said products. It is hereby clarified and agreed to by and
between the Parties that the costs of such regulatory approval
of the
6
said products shall be borne solely and exclusively by NEOJB
and/or NeoTherapeutics, Inc.
c) To provide all technical information and documents in respect
of the said products as may be required to facilitate
distribution and marketing of the said products by NEOJB in
USA.
d) To manufacture the said Products from time to time, either
directly or indirectly through any of its subsidiaries or
group companies in such quantities as may be required to
enable the fulfillment of the orders placed by NEOJB from time
to time.
e) To maintain high standards in manufacturing the said products,
and to produce quality products as per quality specifications
established by JBCPL, confirming to B.P./U.S.P. Pharmaceutical
specifications.
f) To comply with the applicable US regulations contained in 21
CFR - Sections 210 and 211, to the extent the same is not
contrary to provisions of Indian law.
g) To procure the raw material for the manufacture of the
existing products from the suppliers whose manufacturing
plants have been approved by the FDA, as applicable.
h) JBCPL will carryout all manufacturing /packaging activities in
the manufacturing facilities duly approved by the FDA, whether
such facilities be of JBCPL or any subsidiary, group concern
or any other person in India.
i) Any deficiencies noted during an FDA audit, independent audit,
or any audit conducted by any regulatory body of the
manufacturing/packaging
7
plant in India will be remedied immediately by JBCPL and the
total cost of such remediation shall be borne by JBCPL.
3.2 RECORDS AND REPORTS
a) JBCPL shall ensure that all Records that may reasonably be
expected to relate to any regulatory process in the United
States that may be applicable to any Product from time to
time, or that have been or may reasonably be expected to be
used to support any regulatory submission made by NEOJB or an
affiliate of NEOJB in the United States or elsewhere related
to any Product, are maintained as statutorily required, and in
any event for a period of not less than 20 years following the
completion of the applicable regulatory process, unless the
parties hereto unanimously agree otherwise.
b) JBCPL agrees to provide NEOJB with copies of such Records
required to be maintained under Section 3.2(a) as NEOJB may
reasonably request from time to time. All such copies shall be
prepared at NEOJB's expense, and shall be delivered to NEOJB
within twenty-one (21) days of receipt of a request for
copies.
3.3 RIGHT OF FIRST REFUSAL
a) JBCPL hereby agrees that it shall not, directly or indirectly,
distribute and sell, permit or authorize any Person to
distribute or sell, enter into any distribution or sale or
grant any license with respect to, any Product in the United
States unless JBCPL first offers to enter into a Supply
Agreement with NEOJB with respect to such Product in
accordance with the terms set forth below.
b) JBCPL shall deliver to NEOJB written notice identifying the
Product or Products it wishes to offer to NEOJB. NEOJB shall
have ninety (90) days from the date it receives such notice
(the "Acceptance Period") to deliver to JBCPL written notice
(the "Acceptance Notice") that it wishes to enter into a
Supply Agreement with respect to such Product or Products.
8
During the Acceptance Period, JBCPL shall, within two (2)
weeks of receiving a request from NEOJB, provide to NEOJB all
data and information related to such Product or Products as
NEOJB shall reasonably request that is in the possession of
JBCPL or to which JBCPL has access or rights, in order to
allow NEOJB to assess the Product or Products. The Acceptance
Period shall be extended for any delay by JBCPL in delivering
any requested data or information beyond the two (2) week
response time allowed.
c) If NEOJB delivers an Acceptance Notice to JBCPL within the
Acceptance Period, NEOJB shall have an additional thirty (30)
days from the date it delivers the Acceptance Notice (the
"Negotiation Period") to negotiate and execute a Supply
Agreement with JBCPL on terms reasonably acceptable to both
parties, which terms shall be intended to allow each party to
obtain a usual and customary profit margin from the
distribution and sale of the Products.
d) If NEOJB does not deliver an Acceptance Notice, JBCPL may
enter into arrangements related to the distribution and sale
of the offered Product or Products in the United States with
any Person on any terms during the one (1) year period
following the expiration of the Acceptance Period. If JBCPL
does not enter into any such arrangement within such one (1)
year period, it may not do so thereafter without again
complying with the provisions of this Section 3.3.
e) If NEOJB timely delivers an Acceptance Notice and the parties
do not enter into a Supply Agreement within the Negotiation
Period, JBCPL may enter into arrangements related to the
distribution and sale of the offered Product or Products in
the United States with any Person on terms no less favorable
to JBCPL than the last written proposal made by NEOJB or JBCPL
during the Negotiation Period during the one (1) year period
9
following the expiration of the Negotiation Period. If JBCPL
does not enter into any such arrangement within such one (1)
year period, it may not do so thereafter without again
complying with the provisions of this Section 3.3.
4. OBLIGATIONS OF NEOJB
4.1. NEOJB hereby agrees:
a) To comply with all statutory rules, regulations, drug laws and
all other government regulations affecting the importation and
sale of the said products in the USA.
b) To sell/market the said products bought from JBCPL in
accordance with marketing rules and regulations applicable in
the USA and for this purpose to adopt high marketing standards
and observe and comply with such reasonable marketing
practices as are common to marketing such products in the USA
by entities of similar size to NEOJB. Without prejudice to the
generality of the aforesaid, NEOJB shall in its sole
discretion carry out the sales promotion activities and such
other activities as are necessary to distribute and market the
said products in the USA.
c) To collect and store all market information and data on the
sales of the said products, including the regions and areas in
which the sales are higher/lower, segregating at all times
institutional sales from sales to retailers and stockists, the
prices at which the sales are being made and also to collect
such other market data as may be reasonably required by JBCPL
from time to time. To provide all such market data to JBCPL on
a monthly basis or on such other earlier frequency as may be
mutually agreed.
10
d) To market and sell the said Products solely on the Trademarks
registered by JBCPL in the U.S.A. and on no other Trademarks
without the express approval of JBCPL.
e) To market and sell the said Products in the packaging provided
by JBCPL and not to sell the said Products in any other manner
without the express approval of JBCPL.
f) Save and except as provided in this Agreement, not to
represent JBCPL or the name of JBCPL in any manner whatsoever.
g) To store the said products in accordance with the product
storage specifications.
5. PRODUCT WARRANTIES AND PRODUCT LIABILITY
5.1. JBCPL hereby represents that the products supplied by them
shall be in compliance with the USA regulations, CFR parts 210 and 211.
5.2. NEOJB shall be responsible to carry out such tasks or
activities as may be required to ensure that the products delivered
comply with the said specifications. In the event of NEOJB being of the
view that the products do not so comply with the FDA, USA requirements
for any reason, then in such an event NEOJB shall ensure that the
products found to be non-compliant are not sold or distributed to the
customers and JBCPL is immediately notified of the same. Such
inspection and notification shall be completed within 30 days from the
receipt of goods in the USA. However all such notices of non-compliance
shall be subject to verification of the same by the representatives of
JBCPL. JBCPL shall not be required to take back any such goods, unless
the same has been confirmed by an independent laboratory mutually
identified to be non-compliant. The decision of the independent
laboratory in this regard shall be final and binding. For the
11
purpose of making any such inspection and examination, the
representatives of NEOJB shall provide full and complete co-operation
to the designated representative of JBCPL. ALL THE EXPENSES IN
CONNECTION WITH LABORATORY TEST TO BE DONE BY THE INDEPENDENT
LABORATORY WOULD BE BORNE BY JBCPL. NEOJB shall not be liable to make
any payments to JBCPL with respect to products found to be
non-compliant at the time of receipt of the goods and shall, at JBCPL's
direction, either destroy such products or return such products to
JBCPL at JBCPL's expense.
5.3. Notwithstanding the aforesaid, it is the intention of the
Parties and a term of this Agreement that in the event there is any
dispute or claim raised by any third party, arising out of or relating
to any of the said products, whether the same relates to any deficiency
in the said products or relates to any manufacturing defect of the said
products or relates to any side-effects of the said products or
otherwise in any manner relates to the said products, NEOJB shall
ensure that appropriate product liability insurance is obtained
protecting NEOJB and JBCPL against any reasonable third party claims.
5.4. In the event that any governmental agency having applicable
jurisdiction shall order, or it shall otherwise become necessary to
perform, any corrective action or market action with respect to any of
the said products, including any recall, field correction, market
withdrawal, stock recovery, customer notice or restriction, then NEOJB
shall be responsible for the reasonable out-of-pocket costs incurred in
connection therewith.
6. TRADEMARKS, PATENTS AND OTHER INTELLECTUAL PROPERTY
6.1. JBCPL hereby represents and warrants that it is the owner of
all Intellectual Property Rights in respect of the said products. JBCPL
hereby further represents and warrants that none of such Intellectual
Property Rights or said products infringes any Intellectual Property
Rights held by any third party.
12
6.2. In the event that any Patents related to the said products
being challenged or if any infringement proceedings being initiated in
the USA either against NEOJB or JBCPL in respect of any of the said
products, the same shall be defended by NEOJB at JBCPL's expense. NEOJB
shall co-operate and provide JBCPL with all necessary information as
may be within NEOJB's control and necessary to defend any/all such
proceedings.
6.3. In the event of NEOJB perceiving any threat to any of the
Patents of JBCPL or being aware of any third party infringing any of
the rights of JBCPL under the Patents held by JBCPL in respect of the
said products, NEOJB shall bring the same immediately to the attention
of JBCPL. Thereafter, if so reasonably required by JBCPL, NEOJB shall
initiate such proceedings as may be required by JBCPL to arrest any
such infringements. All such proceedings shall be at the costs of
JBCPL. In the event that JBCPL is desirous of taking any action against
such infringement, then NEOJB shall provide all commercially reasonable
co-operation as may be required by JBCPL to enable JBCPL to file such
proceedings and obtain appropriate reliefs.
6.4. NEOJB recognizes that, as between NEOJB and JBCPL, the
Trademarks appearing on the said products and mentioned in the Annexure
'A' are the exclusive property of JBCPL and/or its affiliates. NEOJB
shall use commercially reasonable efforts not do or cause to be done
anything whereby the rights or reputation of JBCPL in respect of the
said Trademarks and the said products are likely to be adversely
affected.
6.5. Without prejudice to the generality of clause 6.3 above, NEOJB
shall not be entitled to use the said Trademarks in any manner
whatsoever without JBCPL's express permission. NEOJB shall also use
commercially reasonable efforts to ensure that the said Trademarks on
the packaging of the products imported from JBCPL are not modified,
obliterated or altered in any manner whatsoever. All
13
marketing, sale and distribution of the said products by NEOJB shall be
deemed to be "use" of the said Trademarks by JBCPL for the purpose of
applicable trademark legislation.
6.6. Nothing herein contained shall at any time during the currency
of this Agreement or upon expiry or earlier termination thereof be
deemed to give NEOJB any right, claim, interest in the said Trademarks.
NEOJB shall not be entitled to any benefit or right in the said
Trademarks as a consequence of any marketing, sale or distribution of
the said products. It is hereby expressly agreed by and between the
parties hereto that NEOJB shall have no right to acquire the said
Trademarks from JBCPL under any circumstances whatsoever by virtue of
this Agreement.
6.7. NEOJB shall render all commercially reasonable assistance to
JBCPL as may be required to ensure that the said Trademarks are duly
registered in the USA.
6.8. NEOJB hereby recognizes that although certain of the
Trademarks related to the said products are unregistered in the USA, as
between NEOJB and JBCPL, JBCPL is the owner of the said Trademarks. In
the event of NEOJB being aware of any infringement of any of the
trademarks or any passing off, NEOJB shall forthwith intimate the same
to JBCPL. Thereafter, if so reasonably required by JBCPL, NEOJB shall
initiate such proceedings as may be required by JBCPL to arrest any
such infringements or to prevent any passing off, including such
injunctive actions as may be required. All such proceedings shall be at
the costs of JBCPL. In the event that JBCPL is desirous of taking any
action against such infringement or passing off, then NEOJB shall
provide all commercially reasonable co-operation as may be required by
JBCPL to enable JBCPL to file appropriate proceedings and obtain
reliefs.
14
7. PLACEMENT OF ORDERS
7.1. NEOJB shall place written orders with JBCPL for supply of the
required products from time to time, and JBCPL shall deliver the
ordered products at the times and places, and in the amounts, specified
in such written orders. JBCPL will require a minimum 90 days prior
estimates of the quantities sought to be ordered to enable JBCPL to
supply the same to NEOJB.
8. PRICES
8.1. Prices for the said products to be supplied under the specific
product addendum to this Agreement for the first year commencing from
the date of regulatory approval for the specific product in the USA
shall be mutually agreed upon execution of the specific product
addendum to this Agreement. The said prices shall continue during the
term of the Agreement unless they are mutually reviewed between the
Parties. The Parties shall on the first anniversary of the date of this
Agreement and every year thereafter discuss the review of the prices
agreed. Prior to obtaining regulatory approval of each specific product
in the USA, JBCPL shall supply to NEOJB at no cost such quantities of
such specific product as NEOJB shall reasonably require in order to
obtain regulatory approval of such specific product in the USA.
8.2. All prices as agreed to between the Parties shall be CIF
(Cost, Insurance and Freight Prices). The risk in the said goods shall
stand transferred to NEOJB forthwith on delivery of the goods to the
port of entry into the USA, whether landed, by sea or by air. In the
event of any loss of goods in transit, the liability of NEOJB shall not
be liable for payment and shall such event occur, JBCPL shall make
every reasonable effort to replace the lost goods. In the event of any
loss of goods in transit subsequent to arrival at the USA port of
entry, NeoJB shall bear all costs of loss, including the liability to
pay JBCPL for the goods to the port of entry into the USA.
15
9. PAYMENTS
9.1. Payments for the orders shall be made through irrevocable
letters of credit to be opened by NEOJB through a bank of International
repute, the branch of which bank is also operating in India, which bank
is acceptable to JBCPL. The letters of credit shall be opened in favour
of JBCPL at least twenty (20) days prior to the scheduled date of
shipment authorizing payments to JBCPL upon presentation of the
relevant documents to the negotiating bank. The letters of credit shall
be opened in favour of X.X. CHEMICALS & PHARMACEUTICALS LTD., Xxxxxx
Centre 'B' Wing, 0xx xxxxx, Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxx 400 025,
India. The letters of credit shall be governed by the terms of UCP 500.
10. NON-COMPETE
10.1. NEOJB hereby acknowledges and agrees that in order to enable
the better marketing and sale of the said products and/or any of the
other existing products which may subsequently become part of the said
products pursuant to the other provisions of this Agreement, NEOJB
shall not for a period of five years from the date of termination of
the supply Agreement or until the expiration of the applicable Patents,
if any, whichever is later, hereof undertake the marketing of any
products which would in any manner directly or indirectly compete with
the distribution, marketing or sale of the said products. This
restriction of non-compete shall only apply to the territory of the USA
and NEOJB shall be free to market any products whether competing with
the existing products or otherwise.
11. FORCE MAJEURE
11.1 Neither Party shall be under any liability whatsoever to the
other for failure or delay in the performance of any of its obligations
hereunder where such performance becomes impractical by reason of any
event of Force Majeure (as hereinafter defined).
16
11.2. For purposes of this Article, the expression "Force Majeure"
shall mean war, acts of aggression, civil strife and terrorism, labour
disputes, including strikes and lockouts, accidents, acts of God,
shortages of materials, acts of Government, failure of networking,
viruses, Trojans or any other bugs in systems or any matter (whether or
not of the same nature as the foregoing) which are beyond the control
of the Party affected by such event.
11.3. In the event a Force Majeure event hinders the performance of
this Agreement by a Party, the other Party shall be entitled to suspend
the operation of this Agreement by giving written notice to the party
who is affected by the event of Force Majeure, if the continuance of
this Agreement becomes impractical by reason of such event of Force
Majeure. In the event the event of Force Majeure does not subside for a
period of sixty days after the notice for suspension as aforesaid, the
affected party may in its discretion choose to terminate to forthwith
terminate this Agreement by providing notice of such termination in
writing.
12. ASSIGNMENT
12.1 Neither party shall without the other's prior written consent,
assign any of its rights or duties hereunder. It is however clarified
that nothing in this Agreement shall prevent any of the parties from
performing, sub-contracting any of its obligations herein to any of its
subsidiaries or group companies, provided that the principal
responsibility of performance of the terms and conditions of this
Agreement remains and continues to remain on any of the parties and all
such delegation or sub-contracting is in accordance with the other
terms and conditions of this Agreement.
12.2. This Agreement shall be binding on the successors and
permitted assigns of the parties hereto.
17
13. DURATION AND TERMINATION
13.1. This Agreement shall remain in effect so long as JBCPL or any
of its affiliates is a member of NEOJB, unless earlier terminated by
mutual agreement of the Parties; provided, however, that each specific
product addendum may provide that this Agreement shall terminate
earlier with respect to the specific product subject to such addendum.
14. APPLICABLE LAW AND DISPUTE RESOLUTION
14.1. It is expressly agreed that this Agreement shall be governed
by, subject to and interpreted in accordance with the laws of the State
of California.
14.2 In the event of any disagreement, dispute or conflict between the
Parties relating to or arising out of the provisions of this Agreement
that cannot otherwise be resolved promptly by the management of NEOJB
and JBCPL within a period of thirty days from such date of the dispute,
disagreement or conflict, the same shall be resolved by arbitration on
the terms set forth in Section 10.19 of the Limited Liability Company
Agreement of NEOJB.
15. MODIFICATION
This Agreement shall not be subject to modification, except by
modification in writing, signed by the parties, or their legal agents
or representatives. This Agreement may not be varied except by written
agreement duly executed by all parties hereto.
16. NOTICES
All notices, letters and communications between the Parties
shall be in writing. Any notices, letters or communications to be given
pursuant to this Agreement shall be given only if transmitted by
Telefax or electronic delivery
18
subject to acknowledgement of electronic delivery by the recipient. The
notice shall be deemed to be received only on the date of
acknowledgement of electronic delivery, on the date of transmission by
Telefax if such transmission is confirmed as having been successfully
completed, or on the date of actual delivery by an internationally
known courier service. Addresses for notice are as follows:
FOR : NEOJB LLC FOR: X.X. CHEMICALS &
PHARMACEUTICALS, LTD.
000 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxx, "X" Wing, 0xx Xxxxx
XXXXXX, XX HIND CYCLE ROAD, WORLI, MUMBAI
92618 400025
U.S.A. INDIA
ATTENTION: (NAME & TITLE) ATTENTION: (NAME & TITLE)
TELEPHONE: TELEPHONE:
TELEFAX: TELEFAX:
EMAIL: EMAIL:
The parties may from time-to-time change their designated
addresses, telephone numbers and person/s to whom notice should be
sent, by sending to the other party a notice in accordance with the
above sub-paragraph.
17. PRINCIPAL TO PRINCIPAL BASIS
This Agreement is on a principal to principal basis and
nothing contained herein shall be deemed to constitute NEOJB as an
agent of JBCPL.
[signature page to follow]
19
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement on the date set forth below.
Executed on April 16, 2002.
For and on behalf of JBCPL For and on behalf of NEOJB
By: /s/ X. X. Xxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------ -------------------------------
Shri X. X. Xxxx Xxxxx X. Xxxxxx
Date : April 16, 2002 Date : April 16, 0000
Xxxxx: Xxxxxx, Xxxxxxxxxx, X.X.X. Place: Irvine, California, U.S.A.
