Exhibit 10.12
SUPPLY AGREEMENT
This SUPPLY AGREEMENT (the "Agreement"), dated the 30th day of December 2004, is
by and between ORTEC INTERNATIONAL, INC. ("Ortec") and LYOPHILIZATION SERVICES
OF NEW ENGLAND, INC. ("LSNE").
WITNESSETH:
WHEREAS, LSNE has expertise in the provision of collagen based processing
services related to the manufacture of powder and sponges; and
WHEREAS, Ortec desires to have LSNE perform certain manufacturing activities
related to collagen powder, lyophilized collagen sponge and crosslinked collagen
sponge, all in accordance with Current Good Manufacturing Practice (cGMP).
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
and undertakings hereinafter set forth, Ortec and LSNE hereby agree as follows:
Section 1. Definitions
Except as otherwise defined, the following terms shall have the meanings
ascribed to them:
1.1 "Effective Date" shall mean the date of this Agreement as
first written above.
1.2 "Ortec Equipment" shall mean equipment owned by Ortec and identified on
Exhibit "A" as it may be amended from time to time to reflect the addition or
removal of Ortec Equipment from the LSNE facility.
1.3 "Materials" shall mean all expendable materials required in performance of
the Processing Services and as furnished to LSNE or specified by Ortec.
1.4 "Finished Materials" shall mean the medical grade dehydrothermal (DHT)
crosslinked collagen sponge units that are delivered to a contract sterilizer,
or designee, as determined by Ortec after performance of the Processing Services
on the Materials.
1.5 "Lyophilization Machine" shall mean the primary item of equipment used to
perform the Lyophilization process.
1.6 "Purchase Order" shall mean Ortec's standard purchase order.
1.7 "Specifications" shall mean the specifications for Finished Materials
defined under the Manufacturing Control Procedures.
1.8 "Processing Services" shall mean the manufacture of i) Collagen Powder, ii)
Pre-DHT Lyophilized Collagen Sponge and iii) Crosslinked Collagen Sponge in
accordance with the following procedures.
1.8.1 The Collagen Powder entails the steps of washing of the corium
slurry, lyophilization of collagen pre-powder foam sheets and
milling of said sheets.
1.8.2 The Pre-DHT Lyophilized Collagen sponge entails the steps of
preparing the collagen bulk solution, lyophilization of same
to create the collagen sponge.
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1-dec-04
1.8.3 The Crosslinked Collagen sponge involves loading the sponge
product, as per Paragraph 1.8.2, into a shelf dryer where it
undergoes a dehydrothermal (DHT) crosslinking operation
according to a prescribed vacuum-heating-cooling program.
1.8.4 All Processing Services defined within this section are to be
performed in conformance with Manufacturing Control Procedures
approved by both Parties and in accordance with cGMP
guidelines.
1.8.5 LSNE shall provide Processing Services for Ortec pursuant to
the terms of this Agreement, and Ortec shall, in its sole
discretion and as it deems appropriate, transport to LSNE or
direct LSNE to purchase subject to Ortec's credit standing
with LSNE, Materials for Processing Services from third-party
suppliers. Upon release of Finished Materials to Ortec, LSNE
certifies and agrees that the Finished Materials were produced
in accordance with manufacturing specifications. Ortec shall
provide Materials in a timely manner and in such quantities as
necessary to enable LSNE to perform Processing Services and
deliver Finished Materials consistent with the Specifications
and other terms of this Agreement.
Section 2. Scope of "Processing Services"
2.1 Capacity. LSNE shall provide all appropriate provisions, including
facilities and personnel, required to meet projected volume demands, as
determined by Ortec, for collagen powder and pre-DHT sponges. Both parties shall
cooperate in good faith to expeditiously establish an increase in capacity of
the DHT crosslinking operation, as warranted by projected demand, and Ortec
shall be responsible for costs related to the purchase and installation of the
DHT oven. However, LSNE shall provide, at Ortec's request, provisions for
installation of a minimum of one additional shelf dryer or replacement of the
current shelf dryer with a larger capacity unit.
2.2 Purchase Orders. Ortec shall issue written Purchase Orders for Processing
Services and the return of Finished Materials as Ortec, in its sole discretion,
determines necessary. Each Purchase Order must be in writing, signed by an
authorized representative of Ortec, and specifically refer to this Agreement.
Ortec shall have no obligation to accept or pay for Processing Services related
to Finished Materials if not performed pursuant to the terms of such Purchase
Order.
2.3 Minimum Quantities of "Processing Services"
2.3.1 Upon execution of this agreement, Ortec agrees to purchase a
minimum of 3,500 units of Finished Product within the first
12-month period following the date of this agreement. LSNE
shall deliver said amount at times specified by Ortec.
2.3.2 Within 30 days following the receipt by Ortec of written
notification from FDA allowing Ortec to sell OrCel'r'
commercially for treatment of venous ulcers, Ortec will
provide a non-binding 12-month forecast, which will be updated
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every 6 months. Also, no later than 30 days prior to the start
of any quarter Ortec will provide LSNE with projections for
one or more subsequent quarters all which shall be mutually
binding on both parties.
2.4 Delivery.
2.4.1 Ortec shall specify delivery dates for return of Finished
Materials on applicable Purchase Orders for Processing
Services. LSNE shall use commercially reasonable efforts to
meet all such requested delivery dates, but in no event shall
the actual delivery date be more than forty-five (45) days
from LSNE's receipt of a Purchase Order and receipt of the
necessary Materials for the performance of Processing Services
related to the specific Purchase Order. Standard terms will
require delivery of related Finished Materials within
forty-five (45) days of receipt of an Ortec purchase order by
LSNE. Finished Materials shall be delivered F.O.B. place of
shipment (LSNE's Manchester, New Hampshire location).
2.4.2 Finished Materials shall be properly prepared for shipment by
LSNE to protect against weather, contamination and damage
during shipment and shall comply with the Specifications. When
requested by Ortec, LSNE shall submit for approval the LSNE's
proposed method of preparation for shipment for Finished
Materials. Ortec's approval of such methods shall relieve LSNE
of its responsibility for any loss or damage occasioned to any
Finished Materials prior to receipt by Ortec. LSNE shall only
use labeling and packaging supplies as provided or specified
by Ortec for this particular purpose.
Section 3. Pricing; Invoices; Payment
3.1 Prices. During the term of this Agreement, Ortec shall pay, and LSNE shall
invoice Ortec, for Processing Services related to i) powder manufacturing ii)
sponge manufacturing, and iii) delivery of Finished Materials.
3.1.1 Powder shall be charged at a rate of $6,520 per lot, each lot
consisting of a minimum of 260 grams and maximum of 350 grams
of dry powder, and be set for the term of the contract unless
Ortec changes the Specifications in which case LSNE agrees to
charge an incrementally and commercially reasonable increase
consistent with the actual cost of implementation. LSNE shall
provide Ortec with written justification for such cost
increase 60 days prior to implementation in production. Ortec
shall provide written notice to LSNE rejecting or accepting
such justification for cost increase within 30 days of
receiving written justification from LSNE. No production using
these revised specifications should be initiated by LSNE prior
to its receiving notice from Ortec accepting justification for
the price increase.
3.1.2 Pre-DHT Lyophilized Collagen Sponge shall be charged at a rate
of $7,700 per single lot, consisting of a minimum of 300 and
maximum of 400 1st quality sponges, which shall be set for the
term of the contract unless Ortec changes the Specifications
in which case LSNE agrees to charge an incrementally and
commercially reasonable
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increase consistent with the actual cost of implementation and
in accordance with the provisions specified in 3.1.1.
3.1.3 Finished Material, which includes DHT crosslinking of the
collagen sponge, shall be charged at a rate of $700 per single
lot of no less than 270 and no more than 720 commercially
suitable sponges and in accordance with the provisions in
3.1.1.
3.1.4 Both Parties agree to actively identify and implement cost
reduction opportunities and negotiate in good faith a reduced
and commercially reasonable pricing schedule reflecting such
cost reduction measures. Any cost increase resulting from
significant alteration(s) to the manufacturing operation, as
requested by Ortec in writing and used in executing Processing
Services, is also to be negotiated in good faith between the
Parties to determine fair compensation for such changes.
3.2 Invoices. LSNE shall submit invoices to Ortec for all Processing Services
and all related Finished Materials that Ortec has accepted. Ortec shall not be
obligated to pay any charges set forth in an invoice which were performed more
than three hundred and sixty-five (365) days prior to the invoice date or which
relate to Finished Materials not accepted by Ortec pursuant to the terms of this
Agreement.
3.3 Payment. Payment Terms will be Net 30 days from the time of shipment of
released Powder, Pre-DHT Lyophilized Collagen Sponge or Finished Materials from
LSNE to Ortec or it's designee. Ortec shall be entitled to withhold payments if
the raw materials are substituted without prior written consent of Ortec and the
Powder, Pre-DHT sponge or the Finished Materials are not provided in accordance
with the Manufacturing Control Documents. Delay in receiving LSNE's invoices,
material discrepancies between invoices and packing lists or other material
errors or omissions will be considered just cause for withholding payment. Ortec
shall promptly notify LSNE in writing upon determination by Ortec of any
discrepancy or other errors in any LSNE invoices to Ortec. In the event of a
substantive LSNE error in billing, the due date of the invoice will be offset
only by the number of days required for LSNE to resubmit a corrected invoice
from the date of such notification. Where there is only a partial discrepancy,
Ortec shall pay for the non-discrepant portions of the invoice according to the
payment terms above.
3.4 Taxes. The Parties agree that, to each of the Parties knowledge, there are
no taxes applicable to the purchase of Processing Services by Ortec from LSNE
under this Agreement. In the event it is subsequently determined that taxes are
applicable, Ortec shall pay all sales taxes related solely to LSNE' provision of
Processing Services as set forth in an invoice from LSNE, excluding taxes
applicable to LSNE's income or revenue from the performance of Processing
Services under this Agreement.
Section 4. Inspection; Acceptance
4.1 Inspection. Ortec shall have the right to make inspections of Finished
Materials in progress by LSNE at LSNE's facilities, after reasonable
notification to LSNE. For the purpose of making such inspections, and if
requested by Ortec, Ortec shall be notified reasonably in advance of the start
of work on the Finished Materials, and its representatives shall be given access
to the facilities of LSNE at all reasonable times during working hours. Upon
request, Ortec shall be furnished with a copy of LSNE's standard test procedures
and test reports, and a sample of the
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Finished Materials. Ortec shall be entitled to a minimum of ten (10) days per
year for purposes of observing production activities. All site inspections of
Ortec suppliers or suppliers of materials used in production of Ortec's Finished
Materials shall be the sole responsibility of Ortec.
4.2 Acceptance All Finished Materials shall be received subject to Ortec's
approval of any process deviations prior to shipment and inspection upon
delivery. In the event Finished Materials fail to meet the Specifications and
warranties of this Agreement because of an unapproved process deviation, LSNE
shall provide at its sole expense replacement Processing Services within 20 days
of written notification. Finished Materials shall be deemed accepted by Ortec if
Ortec fails to notify LSNE of rejection of such Finished Materials within seven
(7) days of Ortec's receipt of said materials. Parties acknowledge that there
are frequent minor deviations that occur in the manufacturing process because of
its complexity. Ortec agrees that only material deviations, which in fact limit
Ortec's ability to utilize Powder, Pre-DHT Collagen Sponges or Finished Product
for commercial use, shall entitle Ortec to reject delivery of said product and
withhold payment. Ortec shall return to LSNE any rejected product upon the
request of LSNE and LSNE shall destroy at its cost said product within a
reasonable period following receipt. Ortec may not reject product in which
failure is the direct result of the malfunction of Ortec Equipment, through no
fault of or neglect by LSNE to properly maintain and operate Ortec Equipment or
to utilize approved raw materials or to respond to special requests to ship
unreleased products to Ortec.
Section 5. Equipment; Materials; Suppliers
LSNE shall provide the equipment, except Ortec Equipment owned by Ortec, labor,
utilities, facilities, and supervision necessary and related to the performance
of the Processing Services and packaging of the Finished Materials. Subject to
provisions in 10.0, LSNE shall bear the risk of loss for the Ortec Equipment and
Materials while in its possession and shall maintain adequate insurance for the
replacement value of the Ortec Equipment and Materials in the event of loss.
Upon termination of the Agreement, LSNE shall make the Ortec Equipment and
unused Materials and supplies provided by Ortec immediately available for
pick-up by Ortec upon written notice from Ortec.
Ortec shall retain title to the Ortec Equipment, the Materials, and all other
supplies provided to LSNE by Ortec pursuant to this Agreement and LSNE shall
keep all such Ortec property free and clear of all liens, claims or encumbrances
of any other parties and shall give Ortec prompt notice of any such claims or
judicial process affecting this Ortec property. LSNE shall segregate all Ortec
Equipment, Materials, Finished Materials and supplies from similar types of its
own assets. Ortec shall reserve the right to attach property tags to all Ortec
Equipment identifying that such assets are the Property of Ortec, Inc.
LSNE shall maintain at its cost all LSNE owned equipment and instrumentation,
necessary to execute the "Processing Services, in proper working condition and
calibration. Ortec shall be notified within 45 days prior to routine calibration
or maintenance being required and upon authorization from Ortec, LSNE agrees to
perform or arrange the required services at the sole expense of Ortec.
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Risk of loss for the Materials, Finished Materials, Ortec Equipment and
suppliers shall transfer to LSNE upon its receipt thereof; provided, however,
LSNE shall not be responsible for any damages to the Materials or Finished
Materials which occurs solely as a result of submitting the Materials to the
Processing Services. Risk of loss for Finished Materials, Ortec Equipment and
supplies shall return to Ortec upon shipment of such items. For purposes of this
agreement, Ortec stipulates that the package specifications are Ortec's and are
acceptable.
Section 6. Term; Termination
6.1 Term. This Agreement shall be effective as of the Effective Date and shall
continue for a period of two (2) years after the Effective Date.
6.2 Termination. In addition to any specified rights of termination set forth
elsewhere in this Agreement, this Agreement may be terminated as follows:
6.2.1 By Ortec if Ortec rejects an incremental cost increase
resulting from Ortec changing Specifications or LSNE does not
possess the capability to accommodate the requested change(s)
as denoted in Section 3.1, Ortec shall have the right to
either continue with the Agreement as-is or terminate the
Agreement pursuant to Section 6.2.4.
6.2.2 In the event of a material breach of this Agreement by either
party, the other party shall have the right to deliver a
written notice of default to the defaulting party (a "Default
Notice"). In the event any such breach is not cured within 90
days after service of the Default Notice, this Agreement shall
terminate if the non-defaulting party delivers a written
notice of termination to the defaulting party within 180 days
after the expiration of such 90-day cure period.
6.2.3 By either party, by written notice to the other party, if the
other party shall (i) voluntarily commence any proceeding or
file any petition seeking relief under Title 11 of the United
States Code or any other Federal, state bankruptcy,
insolvency, liquidation, receivership or similar law (a
"Bankruptcy Law"), (ii) consent to the institution of, or fail
to contravene in a timely and appropriate manner, any such
proceeding or the filing of any such petition, (iii) apply for
or consent to the appointment of a receiver, trustee,
custodian, sequestrator or similar official for such party or
for a substantial part of its property or assets, (iv) file an
answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) take corporate
action for the purpose of effecting any of the foregoing or
(vii) be subject to the commencement of any involuntary
proceeding or the filing of any involuntary petition in a
court of competent jurisdiction seeking (A) relief in respect
of such party or of a substantial part of its property or
assets under any Bankruptcy Law, (B) the appointment of a
receiver, trustee, custodian, sequestrator or similar official
for such party or for a substantial part of its property or
assets or (C) the winding-up or liquidation of such party; and
in the case of this clause (vii) such proceeding or petition
shall continue un-dismissed for 120 days or an order or decree
approving or ordering any of the foregoing shall continue
un-stayed and in effect for 60 days.
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6.2.4 Subject to Section 6.2.5, Ortec may terminate this Agreement
without cause or penalty and for any reason upon 180 days
prior written notice to LSNE.
6.2.5 In the event Ortec terminates this Agreement, Ortec's
liability shall be limited to payment of Finished Product,
costs associated with partially completed Processing Services
and charges for unused Materials required to fulfill the
balance of the binding forecast which becomes due upon
termination. Upon full payment of said Services and charges
and at the request of Ortec, LSNE shall deliver to Ortec any
in-process product, Powder, Pre-DHT Collagen Sponge, Finished
Product or raw materials held in LSNE's inventory.
Section 7. Representations and Warranties
LSNE represents, warrants and covenants that:
(i) Finished Materials, unless otherwise agreed to by the parties
in writing, shall be made only from Materials provided and or
specified by Ortec, conform to Manufacturing Control
procedures;
(ii) Finished Materials shall be transferred free and clear of all
liens, claims and encumbrances of any kind whatsoever; (iii)
Finished Materials will have been produced in compliance with,
and LSNE agrees to be bound by, and shall at all times be in
compliance with, all applicable federal, state and local laws,
executive orders, orders, rules and regulations, Good
Manufacturing Practice Regulations issued by the Food and Drug
Administration (FDA).
(iv) Except where the Ortec Equipment is cleaned by LSNE, by
process validated by Ortec (or agreed to in writing by Ortec),
prior to use for purposes of performing Processing Services.
LSNE shall be prohibited from utilizing Ortec Equipment for
any purpose other than in the execution of manufacturing
Finished Materials on behalf of Ortec in compliance with the
Specifications and obligations under this Agreement. Without
Ortec's prior written consent, the process used for cleaning
the Lyophilization Machine and Ortec Equipment shall not be
modified after being validated by Ortec
(v) LSNE shall provide adequate capacity, in conformance with 2.2,
for timely delivery of Finished Product
Section 8. Compliance with Laws
During the term of this Agreement, LSNE represents and warrants to Ortec that it
shall conduct itself in full compliance with all applicable Federal, State and
local laws, Executive Orders, orders, rulings, and regulations, including but
not limited to regulations administered by the Federal Food and Drug
Administration ("FDA"). LSNE shall promptly provide Ortec with copies of all
communications between LSNE and FDA with respect to LSNE 's operations that
relate to Ortec and shall otherwise immediately notify Ortec of any matters of
importance that may affect LSNE 's operations as they relate to Ortec. LSNE
further agrees to inform FDA or any other competent inquiring regulatory agency
that LSNE acts as an independent contractor for Ortec in
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connection with the Finished Materials, Processing Services or Ortec 's
specifications relating thereto and that, as required by 21 C.F.R. Section
801.150(e), this Agreement has been entered into between Ortec and LSNE.
Section 9. Indemnity
a) Ortec shall indemnify, hold harmless, and defend LSNE from any
and all liability, loss, claims, lawsuits, damages, injury,
settlements, costs and expenses whatsoever (as incurred),
including but not limited to court costs and reasonable
attorneys' fees (collectively, the "Losses"), arising out of
or related to the Finished Products or the use thereof or (to
the extent relevant to infringement, product liability or
similar claims) distribution thereof, except to the extent
such Losses result from: (i) a breach by LSNE of the Product
Warranties, or (ii) its obligations under this agreement.
b) LSNE shall indemnify, hold harmless, and defend Ortec from any
and all Losses arising out of or related to (i) any breach by
LSNE of any representation, term, covenant or condition
contained in this Agreement or (ii) any gross negligence or
willful misconduct by LSNE in the performance of its
obligations under this Agreement.
Section 10. Insurance
LSNE shall keep and maintain throughout the term of the agreement comprehensive
liability insurance in an amount no less than $1,000,000, which shall include
without limitation, replacement cost for loss of or damage to the Ortec
Equipment, Materials or Finished Materials on an occurrence basis with Ortec
named as loss payee. LSNE will make available copies of certificates of
insurance to Ortec and if Ortec deems the coverage to be inadequate then Ortec
shall have at its discretion the option of purchasing additional insurance at
Ortec's expense to cover the full replacement value of Ortec Equipment,
Materials and Finished Materials in the event of loss.
Section 11. Notices
All notices required hereunder shall be given to the addresses specified below:
If to Ortec: Ortec International, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: President
If to LSNE: Lyophilization Services of New England
Xxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President
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All notices shall in be writing and shall be considered delivered and the
service thereof complete when the notice is posted by U.S. certified mail or
delivery by private express service or in person to the addressee indicated
above.
Section 12. General Terms
12.1 Set-Off. All claims for money past due between the parties shall be subject
to deduction by one party for any setoff or counterclaim arising out of this
Agreement or any other transaction with the other.
12.2 Publicity. Both parties acknowledge that either party reserves the right to
disclose the other parties name during the course of conducting ordinary
business.
12.3 Force Majeure. In the event of strikes, lock-outs or other industrial
disturbances, rebellions, mutinies, epidemics, landslides, lightning,
earthquakes, fires, hurricanes or other storms, floods, sinking, drought, civil
disturbances, explosions, acts or decisions of duly constituted municipal, state
or national governmental authorities or of courts of law, as well as
impossibility to obtain equipment, supplies, fuel or other required materials,
in spite of having acted with reasonable diligence, or by reason of any other
causes which are not under the control of the party requesting the abatement of
performance, or causes due to unexpected circumstances which are not possible to
eliminate or overcome with due diligence by such party ("Force Majeure"), the
parties agree that, if either LSNE or Ortec finds itself wholly or partially
unable to fulfill its respective obligations under this Agreement by reasons of
Force Majeure, the party affected shall advise such other party in writing of
its inability to perform, giving a detailed explanation of the occurrence of the
event which excuses performance as soon as possible after the cause or event has
occurred. If such notice is given, the performance of the party giving the
notification shall be abated, and any time deadlines shall be extended for so
long as performance may be prevented by Force Majeure; provided, however, that
in the event the suspension of performance continues for more than ninety (90)
days after the date of the occurrence of such Force Majeure, and such failure to
perform would constitute a material breach of this Agreement in the absence of
such Force Majeure, the unaffected party may terminate this Agreement
immediately by written notice to the other party. No party shall be required to
make up any performance that was prevented by Force Majeure
12.4 Governing Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of New Hampshire, without giving
effect to any conflicts of laws provisions thereof that would cause the
application of the laws of a different jurisdiction. All suits, disputes,
actions, and other legal proceedings (collectively, "Suits") related to or
arising out of this Agreement, will be brought in the state or federal courts
located in Manchester, New Hampshire, if the Suit is commenced by Client, or in
the state or federal courts located in New York City, New York, if the Suit is
commenced by LSNE.
12.5 Audit. Subject to Section 4.1, LSNE shall during regular business hours
permit Ortec's representatives to perform audits of LSNE's facilities and
equipment, and such other audits as may be necessary to comply with any
regulatory requirements and/or to ensure LSNE's
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compliance with the terms and conditions of the Agreement. Ortec shall be
entitled to two (2) consecutive workdays per year for purposes of conducting
Quality audits.
12.6 Record. LSNE will maintain all records required by this Agreement or
otherwise related to its performance of Processing Services hereunder according
to its record retention policy and will make the same available to Ortec upon
request and to various regulatory agencies upon written authorization of Ortec.
12.7 Survival. Any provisions, which by their nature extend beyond the Agreement
termination, remain in effect until fulfilled, including, without limitation,
Sections 6.2, 7, 8, 9 and 11 and apply to both parties' respective successors
and assignees.
12.8 Integration. This Agreement, including its Exhibits, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, whether written or oral,
between the parties concerning the subject matter contained herein. The
Agreement may be amended only by an instrument entitled "Amendment to Agreement"
signed by Ortec and LSNE. Such Amendment must specifically reference this
Agreement.
12.9 Independent Contractor LSNE shall be an independent contractor and shall
not be deemed, expressly or by implication, to be an LSNE, employee,
representative or servant of ORTEC for any purpose whatsoever.
12.10 Headings The Article and Paragraph headings are included in this Agreement
for convenience only and are to be disregarded in any interpretation hereof.
12.11 Severability Each Article, Paragraph and provision of this Agreement is
severable from the entire Agreement, and if one provision is declared invalid,
the remaining provisions shall nevertheless remain in effect.
12.12 Good Faith/Fair Dealing Notwithstanding anything in this Agreement to the
contrary, the parties acknowledge and agree that they shall act in good faith
and deal fairly with each other in the performance of their respective rights
and obligations under this Agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized
representatives, have executed this Agreement as of the day and year first
written above.
ORTEC INTERNATIONAL, INC. LYOPHILIZATION SERVICES OF NEW ENGLAND, INC.
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------- -------------------------------
Xxx Xxxxxxxx Xxxxxx Xxxxxxxxx
Title: CEO Title: President
------------------------------------- ----------------------------
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LSNE SUPPLY AGREEMENT DATED 30-DEC-04
EXHIBIT A - "ORTEC EQUIPMENT"
-----------------------------------------------------------------------------------------------------------------------------
Ortec
No. Equipment Supplier Model No. Catalogue No. Tag No. Serial No.
-----------------------------------------------------------------------------------------------------------------------------
1 Revco -40C Freezer, Value Series VWR (97/98) ULT-2540-3 55702-095 575 X12J-4S8079-XJ
Upright, Temperature Range -10C
to -40C
-----------------------------------------------------------------------------------------------------------------------------
2 VWR brand VWR (97/98) 1450M 52201-650 576 0800799
Microprocessor-Controlled Vacuum
Oven, Digital
-----------------------------------------------------------------------------------------------------------------------------
3 RV Dual-Mode Vacuum Pump, Xxxxxxx VWR (97/98) RV12 EVR440-00-001 486 996206430
-----------------------------------------------------------------------------------------------------------------------------
4 Chart Strip Recorder (VWR Oven) 613
-----------------------------------------------------------------------------------------------------------------------------
5 Laboratory Mill, Xxxxxx-Xxxxx, VWR (97/98) - TS1427XE10/SS 578
Standard Bench Model No. 4, Motor
Driven, Enclosed Housing,
Material of Construction
Stainless Steel
-----------------------------------------------------------------------------------------------------------------------------
6 Vertical Drum Storage Cabinet, VWR (97/98) - 71980-014 579
0-xxxx, Xxxx-xxxxx, 00-Xxxxxx
Xxxx, Justrite
-----------------------------------------------------------------------------------------------------------------------------
7 Drum Craddle, Justrite VWR (97/98) - 56610-47 580
-----------------------------------------------------------------------------------------------------------------------------
8 Rotory Transfer Pump, Justrite w/ VWR (97/98) 7610 54809-546 581
6ft. Hose w/o counter
-----------------------------------------------------------------------------------------------------------------------------
9 Xxxxxxx Toledo HR73 Prof. Halogen VWR (97/98) HR73 11276-785 485 1118260903
Moisture Analyzer
-----------------------------------------------------------------------------------------------------------------------------
10 Printer to XX00 Xxxxxxx Toledo VWR (97/98) HA-P43 11278-026 485
HR73 Prof. Halogen Moisture
Analyzer
-----------------------------------------------------------------------------------------------------------------------------
11 Gyrotory Platform Shaker with 1" New Brunswick 2350 M1191-0010 582
Stroke, Innova Scientific Co.,
Inc.
-----------------------------------------------------------------------------------------------------------------------------
12 Utility Tray for Gyrotory New Brunswick - AG-21-00 585
Platform Shaker with 1" Stroke, Scientific Co.,
Innova Inc.
-----------------------------------------------------------------------------------------------------------------------------
13 Xxxxxxx Universal Machine, 12 Suburban Globe VCM 12F R&D - 586 1940181171004
liter, Cabinet Model, variable Corporation
speed (150 to 3,000 rpm, jacketed
bowl, vacuum pump, S.S. Cart,
stainless steel cover and port,
electric T.C., water heater,
fully assembled turnkey.
-----------------------------------------------------------------------------------------------------------------------------
LSNE SUPPLY AGREEMENT DATED 30-DEC-04
EXHIBIT A - "ORTEC EQUIPMENT"
-----------------------------------------------------------------------------------------------------------------------------
Ortec
No. Equipment Supplier Model No. Catalogue No. Tag No. Serial No.
-----------------------------------------------------------------------------------------------------------------------------
14 Knife Shaft Stainless Steel w/ Suburban Globe - - 587
One Straight, Xxxxxxx Universal Corporation
Machine, VCM 12F R&D.
-----------------------------------------------------------------------------------------------------------------------------
15 Angle-Bent Wave-cut Knife, Suburban Globe - - 588 3D0002-06 A 0981
Xxxxxxx Universal Machine, VCM Corporation
12F R&D.
-----------------------------------------------------------------------------------------------------------------------------
16 Vacuum Shelf Dryer Equipped with Xxxxxx Vacuum, 338F - 589 73830
6 Shelves and Provision for Inc
Adding 6 More (Constructed as per
Quotation Dated 7/23/99)
-----------------------------------------------------------------------------------------------------------------------------
17 Heat Transfer System-electrically Xxxxxx Vacuum, 000-0-000 - 614
heated hot oil Inc
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18 Oil Sealed Piston Pump, 80cfm Xxxxxx Vacuum, 149H - 615
Inc
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19 Portable Tachometer Shimpo DT-105A 583 A97A0042
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20 Sencor Heat Sealer Sencor 24-AS/2 - 01001 24-092
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