CONFIDENTIAL
      TREATMENT - Asterisked material has been omitted and filed separately with
      the
      Securities and Exchange Commission pursuant to a request for confidential
      treatment.

     

    DEVELOPMENT,
      MANUFACTURING AND SUPPLY AGREEMENT

    


    This
      Development, Manufacturing and Supply Agreement (the “Agreement”), dated this
      28th
      day of
      April, 2006, is made between Cure Therapeutics, Inc. ("CTI"), and Hercon
      Laboratories Corporation, a Delaware corporation ("Hercon"). 

    


    RECITALS

    


    
      	
              A.

            	
              CTI
                owns or has licensed certain patented technology (US Patent # * and
                # *,
                Applications # * and # * and PCT Application # *), relating to the
                use of
                * to treat overuse * (as defined below, the “Clinical Trial
                Products”).

            


    

    


    
      	
              B.

            	
              Hercon
                will perform development and related manufacturing services for CTI
                leading to the manufacture of Clinical Trial
                Products.

            


    

    


    In
      consideration of the foregoing premises, and the mutual covenants and
      obligations set forth herein, CTI and Hercon hereby agree as
      follows:

    


    ARTICLE
      1

    DEFINITIONS

    


    
      	
              1.1

            	
              “Affiliate”
                shall mean, with respect to any party, any person or entity which,
                directly or indirectly through one or more intermediaries, controls,
                is
                controlled by, or is under common control with, such party. A person
                or
                entity shall be deemed to control a corporation (or other entity)
                if such
                person or entity possesses, directly or indirectly, the power to
                direct or
                cause the direction of the management and policies of such corporation
                (or
                other entity) whether through the ownership of voting securities,
                by
                contract or otherwise.

            


    

    


    
      	
              1.2

            	
              “Nitroglycerin
                Adhesive Mixture”
                shall mean the adhesive mixture containing nitroglycerin as the active
                ingredient sourced from a third party base
                supplier.

            


    

    


    
      	
              1.3

            	
              “Clinical
                Trial Products”
                shall mean the formulations, and only such formulations as supplied
                by
                CTI, of Nitroglycerin Adhesive Mixture in such strengths as shall
                provide
                for delivery of * mg/hour to * mg/hour of GTN (glyceryl trinitrate)
                (and
                such other delivery strengths as the Parties may agree upon in writing)
                in
                patch form for transdermal administration to meet the Product
                Specifications.

            


    

    


    
      	
              1.4

            	
              “Product
                Specifications”
                shall mean the specifications for the Clinical Trial Products as
                shall be
                mutually agreed between the parties in writing and attached as Exhibit
                A
                hereto, and shall include (as applicable) statements of pharmaceutical
                manufacturing, filling, storage and quality control procedures, and
                labeling and packaging specifications (as such may be revised from
                time to
                time in accordance with the terms of this Agreement by written agreement
                executed by the parties).

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              1.5

            	
              “Confidential
                Information”
                shall mean, with respect to a party, all information of any kind
                whatsoever (including without limitation, the Intellectual Property,
                data,
                compilations, formulae, models, patent disclosures, procedures, processes,
                projections, protocols, results of experimentation and testing,
                specifications, strategies and techniques), and all tangible and
                intangible embodiments thereof of any kind whatsoever (including
                without
                limitation, apparatus, compositions, documents, drawings, machinery,
                patent applications, records and reports), which is disclosed by
                such
                party to the other party and is marked, identified as or otherwise
                acknowledged in written or tangible form to be confidential at the
                time of
                disclosure to the other party. Notwithstanding the foregoing, Confidential
                Information of a party shall not include information which the other
                party
                can establish by written documentation (a) to have been publicly
                known
                prior to disclosure of such information by the disclosing party to
                the
                other party, (b) to have become publicly known, without fault on
                the part
                of the other party, subsequent to disclosure of such information
                by the
                disclosing party to the other party, (c) to have been received by
                the
                other party at any time from a source, other than the disclosing
                party,
                rightfully having possession of and the right to disclose such
                information, (d) to have been otherwise known by the other party
                prior to
                disclosure of such information by the disclosing party to the other
                party,
                or (e) to have been independently developed by employees or agents
                of the
                other party without the use of such information disclosed by the
                disclosing party to the other
                party.

            


    

    


    
      	
              1.6

            	
              “Drug
                Master File”
                shall mean the Drug Master File for manufacturing the active
                pharmaceutical ingredient or other raw materials used in the Clinical
                Trial Products, filed with the FDA, and the equivalent filing with
                any
                other country, as same may be amended from time to
                time.

            


    

    


    
      	
              1.7

            	
              “FDA”
                shall mean the United States Food and Drug Administration, and any
                successor agency thereto.

            


    

    


    
      	
              1.8

            	
              “GMP”
                shall mean current Good Manufacturing Practices promulgated by the
                FDA,
                and their equivalent promulgated by the governing health authority
                of any
                other country in which the Clinical Trial Products manufactured by
                Hercon
                under this Agreement are to be sold by CTI, as the same may be amended
                from time to time. 

            


    

    


    
      	
              1.9

            	
              “Intellectual
                Property”
                shall mean rights, including, without limitation, any licensed rights,
                existing as of the date hereof and as may be developed hereafter
                in and to
                all confidential or proprietary information, trade secrets, patent
                rights,
                technology, know-how, developments, improvements, techniques, data,
                methods, processes, instructions, formulae, recipes, drawings and
                specifications necessary to manufacture and supply the Clinical Trial
                Products hereunder.

            


    

    


    
      	
              1.10

            	
              “Label”,
                “Labeled”
                or “Labeling”
                shall mean (i) all labels and other written, printed or graphic matter
                upon the Clinical Trial Products or upon any container or wrapper
                utilized
                with the Clinical Trial Products, or (ii) any written material
                accompanying the Clinical Trial Products, including, without limitation,
                package inserts.

            


    

    


    


    
      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    


    
      	
              1.11

            	
              “Limited
                Warranty”
                shall have the meaning defined in Section 4.4(c)
                hereof.

            


    

    
      	 	 


      	
              1.12

            	
              “Packaging”
                shall mean all primary containers, cartons, shipping cases or any
                other
                like matter used in packaging or accompanying the Clinical Trial
                Products.

            


    

    


    
      	
              1.13

            	
              “Parties”
                shall mean CTI and Hercon and their respective successors and assigns.
                

            


    

    


    
      	
              1.14

            	
              “Person”
                shall mean an individual, corporation, partnership, limited liability
                company, trust, business trust, association, joint stock company,
                joint
                venture, pool, syndicate, sole proprietorship, unincorporated
                organization, governmental authority or any other form of entity
                not
                specifically listed herein.

            


    

    


    
      	
              1.15

            	
              “Product
                NDA”
                shall mean the New Drug Application relating to the Clinical Trial
                Products as may be filed with the FDA by CTI, and any supplements
                thereto.

            


    

    


    
      	
              1.16

            	
              “Regulatory
                Dossiers”
                shall mean all registrations, permits, licenses, authorizations,
                approvals, presentations, notifications or filings (together with
                all
                applications therefor), if any, which are filed with or granted by
                the
                governing health authority of any country, including the FDA, and
                which
                are required to develop, make, use, sell, import or export the Clinical
                Trial Products, other than the Drug Master
                File.

            


    

    


    
      	
              1.17

            	
              “Territory”
                shall mean the United States of America (including all of its states,
                Puerto Rico, the District of Columbia, and all territories, dependencies,
                and possessions of the United States) and such additional countries
                as may
                be added from time to time by mutual written agreement of the parties
                hereto.

            


    

    


    
      	
              1.18

            	
              “Process”
                or “Processing”
                shall mean the act of manufacturing, handling, storing, analyzing,
                testing, filling, finishing, packaging, inspecting, labeling and
                preparing
                for shipment of Clinical Trial Products by Hercon pursuant to this
                Agreement and shall include, without limitation, optimization of
                the
                formulation of or process by which the Clinical Trial Products are
                made.
                Processing shall also include all tasks and services set forth on
                Exhibit
                B hereto.

            


    

    


    ARTICLE
      2

    OBLIGATIONS

    


    
      	
              2.1

            	
              Obligations
                of Hercon.
                Hercon shall perform all Processing, including all tasks and services
                set
                forth on Exhibit B hereto, in accordance with this Agreement. Without
                limiting the generality of the foregoing, Hercon’s obligations shall
                include the following: 

            


    

    


    
      	 	
              (a)

            	
              Regulatory
                Compliance.
                Promptly upon execution of this Agreement, Hercon shall apply for
                or
                extend, and throughout the term of this Agreement Hercon shall maintain
                and remain in compliance with, all Regulatory Dossiers required in
                the
                Territory for Hercon’s Processing of the Clinical Trial Products
                hereunder, including all necessary licenses, permits and approvals
                required by the FDA and/or other regulatory agencies in connection
                with
                the manufacture, filling, packaging, storage, and shipment of the
                Clinical
                Trial Products.

            


    

    


    


    
      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

    


    
      	 	
              (b)

            	
              Reporting.
                Hercon shall keep CTI fully informed of the status of the Processing
                of
                the Clinical Trial Products including providing written reports at
                reasonable frequencies to CTI upon request, stating in reasonable
                detail
                all efforts made and in process, and all significant progress achieved
                and
                material difficulties encountered in the Processing of the Clinical
                Trial
                Products since the last such report. In addition, verbal reporting
                can be
                regularized, such as every week or every other week, upon CTI’s request.
                Hercon shall (i) provide CTI with access to all technical information
                employed in or arising out of Hercon’s Processing of the Clinical Trial
                Products; and (ii) provide such other information concerning the
                Processing of Clinical Trial Products as CTI shall reasonably request.
                Hercon will designate a primary project contact with respect to the
                Clinical Trial Products throughout the performance of the Processing
                of
                the Clinical Trial Products pursuant to this Section 2.1 to answer
                any
                reasonable questions from CTI. 

            


    

    


    
      	 	
              (c)

            	
              Generation
                and Maintenance of Data and Records for Product NDA Filing and as
                Required
                by Law.
                Hercon shall be responsible for generation and maintenance of all
                product
                manufacturing related data required for the filing by CTI of the
                Product
                NDA with the FDA, including, without limitation, data relating to
                product
                specifications, analytical methods, stability data, process validation
                and
                manufacturing processes and instructions. Upon the reasonable request
                of
                CTI, Hercon promptly shall provide CTI with such information, samples
                and
                technical assistance, and otherwise cooperate with CTI, in connection
                with
                the preparation, prosecution and maintenance of the Product NDA.
                In
                addition, Hercon shall maintain, for a period of at least three (3)
                years
                from the manufacturing date or longer if required under applicable
                laws or
                regulations, complete, true and accurate books, records, test and
                laboratory data, reports and all other information relating to the
                services performed by Hercon under this Agreement, including technical
                records pertaining to the methods, facilities and equipment used
                for
                Processing of Clinical Trial Products, in accordance with all applicable
                laws and regulations.

            


    

     

    
      	2.2	
              Milestone
                Payments to Hercon.
                Subject to the achievement of the applicable milestones provided
                in
                Section 3.1, in consideration of technology transfer review, formulation
                optimization and scale-up work, Clinical Trial Products manufacture
                and
                other services to be performed by Hercon under this Agreement, CTI
                shall
                pay Hercon the milestone payments set forth in Section 3.1, provided
                the
                scope of the project with respect to the clinical supplies outlined
                in
                Exhibit C does not change.

            


    

    


    
      	
              2.3

            	
              Funding
                of the Safety and Efficacy Studies by CTI. CTI
                shall, at its own cost and expense, engage a contract research
                organization to conduct the safety and efficacy studies of Clinical
                Trial
                Products. In the event that the study fails to demonstrate the safety
                or
                the efficacy of the Clinical Trial Products, then CTI shall have
                the right
                to terminate this Agreement as provided in Section
                11.2.

            


    

    


    


    
      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

    


    
      	
              2.4

            	
              Filing
                of a Product NDA.
                Subject to Hercon’s assistance as set forth in Section 2.1 above, CTI
                shall, at its own cost and expense, prepare, file and prosecute the
                Product NDA with the FDA.

            


    

    


    ARTICLE
      3

    MILESTONE
      PAYMENTS; PRICE AND PAYMENT TERMS

    


    
      	
              3.1

            	
              Milestone
                Payments.
                For
                the services rendered to CTI by Hercon under this
                Agreement, CTI shall remit to Hercon the following milestone payments:
                

            


    

    
      	 	 
	
              MILESTONE

            	
              PAYMENT
                AMOUNT

            
	
              1
                A. 5
                days after the Execution of this Agreement 

            	
              $*

            
	
              1
                B. The
                latest date of completion of all of the following: Completion of
                conversion to Hercon methodology, order components, dedicated tooling,
                drawings, documentation records, testing/release; Completion of analytical
                validation; and Completion of full scale-up, including non-GMP run
                and
                testing, and commencement of informal stability testing

            	
              $*

            
	
              Subtotal
                for Stage 1

            	
              $*

            
	
              2
                A.  Initiation
                of clinical trial batch manufacture

            	
              $*

            
	
              2
                B.  Completion
                of Phase 2 dose-ranging study clinical trial batch manufacture, completion
                of testing/release, commencement of stability testing

            	
              $*

            
	
              2
                C.  Completion
                of 3 months accelerated and non-accelerated stability testing, with
                2 year
                room temperature testing ongoing

            	
              $*

            
	
              Subtotal
                for Stage 2

            	
              $*

            
	
              3
                A.  Initiation
                of clinical trial batch manufacture

            	
              $*

            
	
              3
                B.  Completion
                of Phase 3 pivotal study clinical trial batch manufacture, completion
                of
                testing/release, commencement of stability testing

            	
              $*

            
	
              Subtotal
                for Stage 3

            	
              $*

            
	
              TOTAL

            	
              $*

            


    

     

    
      	 	
              Milestone
                payments reflect the total cost of Nitroglycerin Adhesive Mixture,
                materials and effort to complete Processing of the Clinical Trial
                Products. Hercon recognizes that unexpected difficulties may arise
                during
                any stage of this work, and guarantees and agrees that the milestone
                payments will never exceed the payments specified in Section
                3.1.

            


    

    


    Each
      of
      the above-referenced milestone payments shall only be payable once no later
      than
      thirty (30) days from the date of invoices therefor issued to CTI by Hercon,
      with the exception of milestone 1 A above, which shall be payable once, no
      later
      than five (5) days from the date of the execution of this Agreement. A more
      detailed description of each milestone is set forth on Exhibit B hereto. Hercon
      shall not issue any invoice prior to the achievement of the applicable milestone
      above and the receipt of the milestone payments is expressly conditioned on
      Hercon providing CTI with such invoices and with all necessary documentation
      and
      data requested by CTI in order to determine the achievement of any such
      milestone. 

    


    


    
      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

    


    ARTICLE
      4

    MANUFACTURING
      CLINICAL TRIAL PRODUCTS

    


    
      	
              4.1

            	
              Clinical
                Trial Products Supply and Purchase Obligations.
                CTI understands and agrees that Hercon does not warrant or commit
                that the
                Clinical Trial Products will receive applicable regulatory approval
                or be
                successfully marketed and commercialized. For the life of the patents
                referenced in the Recitals to this Agreement, Hercon is precluded
                from
                manufacturing or supplying the Clinical Trial Products to any Person
                other
                than CTI or any licensee or transferee of CTI’s Intellectual
                Property.

            


    

    


    
      	4.2	
              Manufacturing
                Practices.

            


    

    


    
      	(a)	
              Clinical
                Trial Product Specifications.
                Hercon shall manufacture, fill, assemble, warehouse and otherwise
                Process
                (except for labeling) the Clinical Trial Products in conformity with
                the
                Product Specifications and in accordance with all applicable laws
                and
                regulations, including the U.S. Federal Food, Drug and Cosmetic
                Act,
                21 U.S.C. §301 et
                seq.
                and regulations promulgated thereunder.

            


    

    


    
      	
              (b)

            	
              GMP.
                Hercon shall manufacture the Clinical Trial Products in accordance
                with
                GMP. Hercon shall advise CTI in writing of any proposed process changes
                that have regulatory implications prior to their implementation by
                Hercon.
                CTI shall have the right, at its sole expense, to audit Hercon for
                compliance with GMP on reasonable notice during normal business hours
                at
                least once in each calendar year, and more often in CTI’s reasonable
                discretion.

            


    

    


    
      	
              (c)

            	
              Nitroglycerin
                Adhesive Mixture.
                Hercon shall supply and use the Nitroglycerin Adhesive Mixture by
                sourcing
                such ingredient from the third party base supplier set forth in the
                Product Specifications.

            


    

     

    
      	
              (d)

            	
              Certificates
                of Analysis.
                Hercon shall provide CTI with a certificate of analysis for each
                shipment
                of the Clinical Trial Products manufactured and supplied hereunder
                based
                upon a reference standard established by Hercon and reasonably acceptable
                to CTI. Such certificate of analysis shall, at a minimum, list the
                tests
                performed by or on behalf of Hercon, test specifications and test
                results.
                In addition, a statement will be made that the Clinical Trial Products
                were manufactured in accordance with
                GMP(s).

            


    

    


    
      	
              (e)

            	
              Quality
                Control Information.
                Hercon shall perform quality control tests to ensure that the Clinical
                Trial Products are produced in accordance with GMP and all applicable
                laws
                and regulations, including the U.S. Federal Food, Drug and Cosmetic
                Act,
                21 U.S.C. §301 et
                seq.
                and regulations promulgated thereunder, and
                conform to the Product Specifications. Upon the written request of
                CTI,
                Hercon shall provide CTI with the results of such quality control
                tests
                and such other information, including other analytical and manufacturing
                documentation, reasonably requested by CTI, regarding quality control
                of
                the Clinical Trial Products supplied hereunder. Hercon
                shall notify CTI as soon as practicable after Hercon identifies any
                manufacturing or testing deviations, and shall provide CTI with complete
                records of any investigations, reports and the like pertaining to
                such
                deviations.

            


    

    


    


    
      
        
           

        

        
          6

          
            

          

        

        
           

        

      

    

    


    
      	
              (f)

            	
              Packaging
                Control.
                In
                addition to its obligations pursuant to Sections 4.2 (d) and (e),
                Hercon
                will evaluate and inspect each batch of Clinical Trial Products in
                accordance with Packaging guidelines set forth in the Product
                Specifications and will provide CTI with a Clinical Trial Products
                lot
                release.

            


    

    


    
      	
              (g)

            	
              Compliance
                with Laws.
                Hercon shall develop and manufacture all Clinical Trial Products
                in
                accordance with the Product Specifications. All Clinical Trial Products
                shall be stored and packaged in accordance with the requirements
                of all
                applicable laws and the rules and regulations of the FDA or other
                regulatory authority promulgated thereunder. Clinical Trial Products
                shall, at the time of shipment and while in the custody and control
                of
                Hercon, not be adulterated, misbranded, misused, contaminated, tampered
                with or otherwise altered, mishandled, or subjected to negligence
                and
                shall conform to the Product
                Specifications.

            


    

    


    
      	
              (h)

            	
              Inspection.
                CTI, or its designee, may, at its own expense, with prior reasonable
                notice and during regular business hours, visit the facilities used
                by
                Hercon to manufacture, store or otherwise Process Clinical Trial
                Products
                to (i) review the Clinical Trial Products related records and the
                facilities, (ii) inspect, observe and audit the Processing of Clinical
                Trial Products, and (iii) examine the condition of the Clinical Trial
                Products and materials used in the
                Processing.

            


    

    


    
      	
              (i)

            	
              Sample
                Retention.
                Hercon shall retain samples of each batch of Clinical Trial Products
                at
                Hercon’s facility at no cost to CTI until the date that is three (3) years
                after completion of Processing of each such batch (or for such longer
                period as may be required by applicable regulatory authorities or
                applicable laws or regulations). 

            


    

    


    
      	4.3	
              Labeling
                and Packaging.

            


    

    


    
      	
              (a)

            	
              Labeling.
                The Clinical Trial Products will be labeled by a third party provider
                nominated by CTI. Hercon shall label corrugated cases and pain white
                cartons in regards to the dose, however Hercon will not be required
                to
                provide full labeling required for clinical trial purposes. Other
                than the
                labeling described in 4.3(a), Hercon shall have no liability for
                misbranding or otherwise arising out of or relating to the labeling
                of the
                Clinical Trial Products.

            


    

    


    
      	
              (b)

            	
              Packaging.
                Hercon shall supply Packaging which includes, at a minimum, plain
                white
                packaging and plain white cartons packaged in corrugated cases. Hercon
                shall supply Packaging for the Clinical Trial Products under this
                Agreement and such Packaging shall be in accordance with the Product
                Specifications as provided herein and all applicable laws and
                regulations.

            


    

    


    


    
      
        
           

        

        
          7

          
            

          

        

        
           

        

      

    

    


    
      	4.4	
              Delivery
                and Acceptance.

            


    

    


    
      	
              (a)

            	
              Delivery.
                All Clinical Trial Products supplied under this Agreement shall be
                shipped
                F.O.B. Emigsville, PA in such quantities, on such dates, with such
                carrier, to such designation, and in accordance with such other
                requirements as are specified by CTI in the applicable purchase order.
                CTI
                shall pay all freight, insurance charges, taxes, import and export
                duties,
                inspection fees and/or other charges applicable to the sale and transport
                of Clinical Trial Products purchased by CTI hereunder prior to delivery
                thereof by Hercon to such CTI designated location. Title and risk
                of loss
                and damages to Clinical Trial Products purchased by CTI hereunder
                shall
                pass to CTI upon delivery to CTI’s designated carrier F.O.B. Hercon’s
                facility in Emigsville, PA.

            


    

    


    
      	
              (b)

            	
              Rejection
                and Cure.
                If
                a shipment of Clinical Trial Products or any portion thereof (i)
                fails to
                conform to the applicable Product Specifications, (ii) was not Processed
                in accordance with applicable laws or regulations or GMP, or (iii)
                is
                delivered with a material shortage or any overage of Clinical Trial
                Products, then CTI shall have the right to reject such nonconforming
                shipment of Clinical Trial Products or the nonconforming portion
                thereof,
                as the case may be. CTI shall give written notice to Hercon of its
                rejection hereunder, within thirty (30) days after CTI’s receipt of such
                shipment, specifying the grounds for such rejection; provided, however,
                that in the event such defect is latent or was not obvious and could
                not
                be readily discovered from a physical inspection of the Clinical
                Trial
                Products shipment, CTI may give written notice to Hercon of its rejection
                of such shipment within sixty (60) days after CTI's discovery of
                such
                non-conformance. The nonconforming shipment of Clinical Trial Products,
                or
                the nonconforming portion thereof, shall be held for Hercon’s disposition,
                or shall be returned to Hercon, in each case at Hercon’s expense, as
                directed by Hercon. Hercon shall use its commercially reasonable
                efforts
                to replace each nonconforming shipment of Clinical Trial Products,
                or the
                nonconforming portion thereof, with conforming Clinical Trial Products
                as
                soon as reasonably practicable after receipt of notice of rejection
                thereof, and in any event shall do so within ninety (90) days after
                the
                receipt of replacement Nitroglycerin Adhesive Mixture which
                shall be ordered no later than thirty (30) days after receipt of
                notice of
                rejection thereof.

            


    

    


    In
      the
      event of a dispute regarding any non-conforming Clinical Trial Products which
      CTI and Hercon are unable to resolve, a sample of such Clinical Trial Products,
      together with mutually agreed upon questions, shall be submitted by CTI to
      an
      independent laboratory reasonably acceptable to both parties for testing against
      the Product Specifications, and the test results ("Test Results") obtained
      by
      such laboratory shall be final and binding upon the parties save for manifest
      error on the face of the laboratory’s report. The outside testing laboratory
      shall be required to enter into written undertakings of confidentiality at
      least
      as restrictive as those set forth herein. The fees and expenses of such
      laboratory testing, and all additional shipping and transportation costs
      incurred as a result of the dispute, shall be borne entirely by the party
      against whom such laboratory findings are made. In the event the Test Results
      indicate that the Clinical Trial Products in question do not conform to the
      Product Specifications, Hercon shall replace such Clinical Trial Products with
      conforming Clinical Trial Products in accordance with this Section.


    


    


    
      
        
           

        

        
          8

          
            

          

        

        
           

        

      

    

    


    Hercon
      shall reimburse CTI for all reasonable out-of-pocket charges that CTI incurred
      as a result of or relating to any nonconforming Clinical Trial Products,
      including, without limitation, costs for shipping, disposal, storage or cover,
      if applicable, of the nonconforming Clinical Trial Products. 

    


    
      	
              (c)

            	
              Warranty.
                Hercon warrants that (a) Clinical Trial Products manufactured
                hereunder shall conform with the Product Specifications; (b) Clinical
                Trial Products shall be manufactured hereunder in accordance with
                all
                applicable laws and regulations, GMP and the Regulatory Dossiers;
                (c) all
                raw materials, including, without limitation, the Nitroglycerin Adhesive
                Mixture, and all Clinical Trial Products will not be adulterated,
                misbranded, misused, contaminated, tampered with or otherwise altered,
                mishandled, or subjected to negligence while in the custody and control
                of
                Hercon or otherwise violate the rules and regulations of the FDA;
                (d)
                Hercon and its officers, directors, employees, Affiliates, contractors
                and
                agents have not been debarred or convicted of a crime which could
                lead to
                debarment, and Hercon will not use in any capacity the services of
                any
                Person debarred or convicted of a crime that could lead to debarment
                under
                Subsection 306(a) or (b) of the Generic Drug Enforcement Act of 1992,
                and
                neither Hercon nor its officers, directors, employees, Affiliates,
                contractors or agents or other Person used by Hercon in any services
                hereunder are or have been subject to any other penalty or sanction
                by the
                FDA; (e) Hercon will not transfer or supply any Clinical Trial Products
                to
                any Person other than CTI except as required by applicable law, regulation
                or legal process; and (f) the Process shall not infringe the patent
                rights
                of any Person or constitute a misappropriation of the trade secrets
                or
                other intellectual property rights of any Person, except for any
                such
                infringement or misappropriation arising directly from Hercon’s use of
                CTI’s Intellectual Property or any failure of CTI’s Intellectual Property
                to be fully valid or to fully protect the Clinical Trial Products
                from any
                such claim of infringement or misappropriation (collectively, parts
                (a),
                (b) and (c) above comprise the “Limited Warranty”).
                

            


    

    


    ARTICLE
      5

    FURTHER
      OBLIGATIONS OF THE PARTIES

    


    
      	
              5.1

            	
              Drug
                Master File, Regulatory Dossiers.
                Hercon shall provide CTI with such assistance as CTI shall reasonably
                request to obtain a right of reference to the Drug Master File of
                any
                third-party supplier of the Nitroglycerin Adhesive Mixture and other
                raw
                materials for the Clinical Trial Products designated from time to
                time by
                CTI. The Product NDA and all Regulatory Dossiers shall be owned by
                CTI and
                Hercon shall have no rights
                therein.

            


    

    


    


    
      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

    


    
      	
              5.2

            	
              Facility
                Qualification.
                In addition to Hercon’s responsibilities set forth hereunder, Hercon
                shall, at no cost to CTI, take all such actions to qualify (and thereafter
                to maintain qualification of) the facility (or facilities) at which
                Hercon
                Processes Clinical Trial Products hereunder, as required under applicable
                law and regulations in the United States and each other country in
                the
                Territory, to enable CTI to obtain and maintain all applicable Regulatory
                Dossiers for the Clinical Trial Products, including the Product NDA,
                consistent with the requirements of the FDA and other applicable
                regulatory authorities in the
                Territory.

            


    

    


    
      	
              5.3

            	
              Further
                Obligations of Hercon.
                During the term of this Agreement, Hercon
                shall:

            


    

    


    
      	 	
              5.3.1

            	
              At
                its own expense, promptly respond to all reasonable inquiries from
                CTI.

            


    

    


    
      	 	
              5.3.2

            	
              Without
                limiting the other provisions of this Agreement, use its commercially
                reasonable efforts at all times to minimize the development
                time.

            


    

    


    
      	 	
              5.3.3

            	
              Furnish
                or otherwise make available to CTI current copies of all issued master
                batch records, procedures, specifications and methods and standard
                operating procedures related to the Clinical Trial Products that
                are
                material to regulatory filings and submit to CTI prior to implementation
                any and all proposed changes to the same that are material to regulatory
                filings.

            


    

    


    
      	 	
              5.3.4

            	
              Furnish
                or otherwise make available to CTI prior to implementation any proposed
                manufacturing changes related to the Clinical Trial Products which
                may
                affect regulatory status, such as suppliers of raw material used
                in the
                Clinical Trial Products, containers, Packaging, Labeling, Product
                Specifications, manufacturing process, testing or the facilities
                which are
                related to the manufacturing of Clinical Trial Products. Notwithstanding
                anything to the contrary herein, no change in the Product Specifications,
                manufacturing processes, test methods, or other documentation or
                procedures relating to Processing of Clinical Trial Products shall
                be
                implemented by Hercon unless and until the Parties have executed
                a written
                agreement documenting such change.

            


    

    


    
      	 	
              5.3.5

            	
              Promptly
                notify CTI in writing of any comments, responses or notices received
                from
                the FDA, or other applicable regulatory authorities, which relate
                to or
                may impact the Clinical Trial Products or the manufacture of the
                Clinical
                Trial Products. Without limiting the foregoing, Hercon
                shall advise CTI no later than the next day that is not a Saturday,
                Sunday
                or federal or state holiday if an authorized agent of any regulatory
                authority plans to visit Hercon’s facility, and makes an inquiry regarding
                Hercon’s
                Processing of Clinical Trial Products or regarding any part of
                the
                facility that is used in Processing of Clinical Trial Products. CTI
                shall
                have the right to be present at any visit relating to the Clinical
                Trial
                Products and to review in advance and comment on any response by
                Hercon to
                the communication or investigation relating to Clinical Trial Products.
                Hercon shall provide to CTI copies of any Form 483s or equivalent
                documents delivered by such regulatory authority as a result of such
                visit
                and, at its own cost, obtain and maintain any and all Federal and
                state
                regulations and/or licenses with respect to Hercon's manufacture
                of the
                Clinical Trial Products. 

            


    

    


    


    
      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

    


    
      	 	
              5.3.6

            	
              Provide
                ongoing technical product support with respect to the Clinical Trial
                Products.

            


    

    


    ARTICLE
      6

    REPRESENTATIONS
      AND WARRANTIES

    


    
      	
              6.1

            	
              Representations
                and Warranties.
                Each party hereby represents and warrants to the other party as
                follows:

            


    

    


    
      	 	
              (a)

            	
              Corporate
                Existence.
                Such party is a corporation duly organized, validly existing and
                in good
                standing under the laws of the jurisdiction in which it is
                incorporated.

            


    

    


    
      	 	
              (b)

            	
              Authorization
                and Enforcement of Obligations.
                Such party (a) has the corporate power and authority and the legal
                right
                to enter into this Agreement and to perform its obligations hereunder,
                and
                (b) has taken all necessary corporate action on its part to authorize
                the
                execution and delivery of this Agreement and the performance of its
                obligations hereunder. This Agreement has been duly executed and
                delivered
                on behalf of such party, and constitutes a legal, valid, binding
                obligation, enforceable against such party in accordance with its
                terms.

            


    

    


    
      	 	
              (c)

            	
              Consents.
                All necessary consents, approvals and authorizations of and notices
                to all
                governmental authorities and other Persons required to be obtained
                or
                provided by such party in connection with its performance of this
                Agreement have been obtained or
                provided.

            


    

    


    
      	 	
              (d)

            	
              No
                Conflict.
                The execution and delivery of this Agreement and the performance
                of such
                party’s obligations hereunder (a) do not conflict with or violate any
                requirement of applicable laws or regulations, and (b) do not conflict
                with, or constitute a default under, any contractual obligation of
                such
                party.

            


    

    


    ARTICLE
      7

    INDEMNIFICATION;
      INSURANCE

    


    
      	
              7.1

            	
              Hercon’s
                Indemnity Obligations.
                Hercon shall defend, indemnify and hold harmless CTI, its Affiliates
                and
                their respective successors and permitted assigns (and the respective
                officers, directors, stockholders, partners and employees of each)
                from
                and against any and all losses, liabilities, claims, actions, proceedings,
                damages and expenses (including without limitation reasonable attorneys’
                fees and expenses) (herein “Damages”) relating to or arising from (a)
                Hercon's performance of or failure to perform its obligations under
                this
                Agreement, including, without limitation, all data and other information
                provided to CTI for use in the preparation and filing of the Product
                NDA,
                (b) any breach by Hercon or its Affiliates, subcontractors or agents
                of
                this Agreement, (c) the negligence or willful misconduct of any officers,
                directors, partners or employees of Hercon or its Affiliates,
                subcontractors or agents, or (d) any claims of infringement or
                misappropriation relating to any intellectual property used by Hercon
                (expressly excluding CTI’s Intellectual Property) in the fulfillment of
                its obligations under this Agreement, including, without limitation,
                any
                modifications to CTI’s Intellectual Property without CTI's prior written
                consent.

            


    

    


    


    
      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

     

    
      CTI’s
        Indemnity Obligations.
        CTI
        shall defend, indemnify and hold harmless Hercon, its Affiliates and their
        respective successors and permitted assigns (and the respective officers,
        directors, stockholders, partners and employees of each) from and against
        any
        and all Damages relating to or arising from (a) CTI's performance of or failure
        to perform its obligations under this Agreement, including, without limitation,
        all data and other information provided for use in the preparation and filing
        of
        the Product NDA, (b) any breach by CTI or its Affiliates, subcontractors
        or
        agents of this Agreement, (c) the negligence or willful misconduct of any
        officers, directors, stockholders, partners or employees of CTI or its
        Affiliates, subcontractors or agents, or (d) any third party claims of
        infringement or misappropriation relating to any CTI Intellectual Property
        used
        by Hercon in the fulfillment of its obligations under this
        Agreement.

    

    


    
      	
              7.2

            	
              Procedure.
                A
                party (the indemnitee) that intends to claim indemnification under
                this
                Article 7 shall notify the other party (the “indemnitor”) promptly in
                writing of any action, claim or liability in respect of which the
                indemnitee believes it is entitled to claim indemnification, provided
                that
                the failure to give timely notice to the indemnitor shall not release
                the
                indemnitor from any liability to the indemnitee except to the extent
                the
                indemnitor is prejudiced thereby. The indemnitor shall have the right,
                by
                written notice to the indemnitee, to assume the defense of any such
                action
                or claim within the fifteen (15) day period after the indemnitor’s receipt
                of notice of any action or claim with counsel of the indemnitor’s choice
                and at the sole cost of the indemnitor. If the indemnitor so assumes
                such
                defense, the indemnitee may participate therein through counsel of
                its
                choice, but at the sole cost of the indemnitee. The party not assuming
                the
                defense of any such claim shall render all reasonable assistance
                to the
                party assuming such defense, and all reasonable out-of-pocket costs
                of
                such assistance shall be for the account of the indemnitor. No such
                claim
                shall be settled other than by the party defending the same, and
                then only
                with the consent of the other party which shall not be unreasonably
                withheld; provided that the indemnitee shall have no obligation to
                consent
                to any settlement of any such action or claim which imposes on the
                indemnitee any liability or obligation which cannot be assumed and
                performed in full by the indemnitor, and the indemnitee shall have
                no
                right to withhold its consent to any settlement of any such action
                or
                claim if the settlement involves only the payment of money by the
                indemnitor or its insurer.

            


    

    


    
      	
              7.3

            	
              Insurance.
                Hercon shall obtain, at its expense, property, commercial and liability
                insurance covering its obligations hereunder, in each case in amounts
                appropriate to the conduct of its business. Without limiting the
                foregoing, Hercon shall use reasonable efforts to obtain and maintain
                in
                force at all times during the term of this Agreement third party
                liability
                insurance in reasonably prudent amounts in respect of the risks of
                which
                it is providing indemnity hereunder, with a reputable insurance carrier
                or
                by self-insurance. Hercon shall make available to CTI, at CTI’s request,
                evidence of its maintenance of insurance in satisfaction of its
                obligations under this Section 7.3.

            


    

    


    


    
      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    


    ARTICLE
      8

    RELATIONSHIP
      BETWEEN THE PARTIES

    


    
      	
              8.1

            	
              Independent
                Contractor.
                The relationship between Hercon and CTI is solely that of buyer and
                seller, it being understood that each party is acting as an independent
                contractor for its own account and this Agreement does not establish
                a
                joint venture, agency, partnership or employer/employee relationship
                between the parties. Neither party shall have authority to conclude
                contracts or otherwise to act for or bind the other party in any
                manner,
                whatsoever, as agent or otherwise. Any and all contracts and agreements
                entered into by either party shall be for that party’s sole account and
                risk and shall not bind the other party in any
                respect.

            


    

    


    ARTICLE
      9

    CONFIDENTIALITY
      AND PUBLIC DISCLOSURE

    


    
      	
              9.1

            	
              Mutual
                Confidentiality.
                Except as may be required to obtain government approval to manufacture,
                sell or use the Clinical Trial Products, Hercon and CTI will treat
                as
                confidential the Confidential Information, and will take all necessary
                precautions to assure the confidentiality of such information. Each
                party
                agrees to return to the other upon the expiration or termination
                of this
                Agreement all Confidential Information acquired from the other except
                as
                to such information it may be required to retain under applicable
                law or
                regulation, and except for one copy of such information to be retained
                by
                the other party’s legal department or legal counsel. Neither party shall,
                during the period of this Agreement and for five (5) years thereafter,
                without the express prior written consent of the other party use
                or
                disclose any such Confidential Information for any purpose other
                than to
                carry out its obligations hereunder. Both parties, prior to disclosure
                of
                such Confidential Information to any employee, consultant or advisor
                shall
                ensure that such person is bound in writing to observe the confidentiality
                provisions of this Agreement. The obligations of confidentiality
                shall not
                apply to information that Hercon or CTI is required by law or regulation
                to disclose, provided however that the disclosing party shall so
                notify
                the other party in writing in advance of such required disclosure
                and
                shall cooperate with the other party on reasonable measures to protect
                the
                confidentiality of the information.

            


    

    


    
      	
              9.2

            	
              Public
                Disclosure.
                No announcement, news release, public statement, publication, or
                presentation relating to the existence of this Agreement, the subject
                matter hereof, or either party’s performance hereunder will be made
                without the other party’s prior written approval, which approval shall not
                be unreasonably withheld. The parties agree that they will use reasonable
                efforts to agree on the text, and to coordinate the release, of a
                press
                release relating to the existence of this Agreement so that such
                initial
                announcement or press release by each is made contemporaneously.
                

            


    

    


    


    
      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

    


    
      	
              9.3

            	
              Remedies.
                Because of the unique nature of the Confidential Information, the
                receiving party acknowledges and agrees that the disclosing party
                may
                suffer irreparable injury if the receiving party fails to comply
                with the
                obligations set forth in this Article 9, and that monetary damages
                may be
                inadequate to compensate the disclosing party for such breach.
                Accordingly, the receiving party agrees that, in addition to any
                other
                remedies available at law, in equity or otherwise, the disclosing
                party
                will be entitled to seek injunctive relief and/or specific performance,
                without the requirement of posting a bond or proving actual damages,
                to
                enforce the terms, or prevent or remedy the violation, of this Article
                9.
                This provision shall not constitute a waiver by either party of any
                rights
                to damages or other remedies which it may have pursuant to this Agreement
                or otherwise.

            


    

    


    ARTICLE
      10

    INVENTIONS
      AND WORK PRODUCT

    


    
      	
              10.1

            	
              Inventions.
                Hercon shall disclose in writing to CTI any invention, development,
                information or idea, whether patentable or not, made or conceived
                by
                Hercon or any of its employees or consultants, in the course of performing
                or that arise out of the performance of Hercon’s obligations hereunder,
                including those relating solely to the Clinical Trial Products, Processing
                of Clinical Trial Products or relating solely to or arising solely
                from
                the Confidential Information or Intellectual Property of CTI
                (collectively, the “Inventions”). Hercon shall make such disclosure to CTI
                promptly after the conception or reduction to practice of any Inventions.
                All Inventions shall be the sole and exclusive property of CTI and
                Hercon
                hereby expressly and irrevocably conveys and assigns, and shall cause
                its
                Affiliates and its and their employees and agents, as applicable,
                to so
                convey and assign, to CTI any and all rights, title and interest
                they may
                have in and to such Inventions. Assignment and transfer of all such
                Inventions shall occur instantly and automatically upon the development,
                making, conception or reduction to practice of such Inventions and
                shall
                not require any further deeds or documents to be exchanged between
                the
                Parties; provided, however, that upon CTI’s request, Hercon shall execute,
                acknowledge and deliver, and shall cause its employees and consultants
                to
                execute, acknowledge and deliver, all applications, assignments and
                other
                instruments which CTI (or its nominee) shall deem reasonably necessary
                to
                apply for, obtain, protect, perfect or enforce CTI’s ownership of all
                rights, title, and interest in the Inventions, including as necessary
                to
                apply for and obtain invention rights, patents, patent applications,
                letters patent, copyrights and reissues thereof (“Rights”) in the United
                States and foreign countries. Hercon shall execute, acknowledge and
                deliver, and shall cause its employees and consultants to execute,
                acknowledge and deliver, all such further papers as CTI may reasonably
                request to enable CTI (or its nominee) to publish or protect Inventions
                and render such further assistance as CTI may reasonably request
                in the
                prosecution of Rights and in any patent office proceeding or litigation
                involving Inventions. All Intellectual Property and know-how regardless
                of
                origin associated with the Clinical Trial Products shall be the sole
                and
                exclusive property of CTI and any inventions shall be duly assigned
                to
                CTI. 

            


    

    


    
      	
              10.2

            	
              Injunctive
                Relief.
                Hercon acknowledges and agrees that, because of the unique and
                extraordinary nature of the development obligations, any breach or
                threatened breach of the provisions of Section 10.1 hereof would
                cause
                irreparable injury and incalculable harm to CTI and CTI shall,
                accordingly, be entitled to injunctive and other equitable relief
                for such
                breach or threatened breach, without the requirement of posting a
                bond or
                proving actual damages, and that resort by CTI to sue for injunctive
                or
                other equitable relief shall not be deemed to waive or to limit in
                any
                respect any other right or remedy which CTI may have with respect
                to such
                breach or threatened breach. The parties agree that in the event
                of any
                action, suit or proceeding at law or in equity brought to enforce
                the
                covenants contained in Section 10.1 hereof, or to obtain money damages
                for
                breach thereof, the party prevailing in any such action, suit or
                proceeding shall be entitled upon demand to reimbursement from the
                other
                party for all expenses (including, without limitation, reasonable
                attorney’s fee and disbursements) incurred in connection
                therewith.

            


    

    


    


    
      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

    


    ARTICLE
      11

    TERM
      AND TERMINATION

    


    
      	
              11.1

            	
              Term.
                Unless terminated earlier pursuant to Section 11.2 below, the term of
                this Agreement (the “Term”) shall expire two (2) years from the date of
                this Agreement. 

            


    

    


    
      	11.2	
              Termination.

            


    

    


    By
      Either party or Both Parties.
      

    
      	 	
              (i)

            	
              This
                Agreement may be terminated immediately upon mutual written consent
                of
                both Parties upon mutually accepted terms;
                or

            


    

    
      	 	
              (ii)
                

            	
              Either
                party shall have the right to terminate this Agreement upon giving
                written
                notice of termination to the other party, after the breach of any
                material
                provision of this Agreement by the other party if the other party
                has not
                cured such breach within thirty (30) days after receipt of written
                notice
                thereof from the non-breaching party;
                or

            


    

    


    By
      CTI.
      

    
      	
            	(i)	
              CTI
                shall have the right to terminate this Agreement at any time for
                any
                reason upon giving written notice of termination to
                Hercon.

            


    

    


    11.3 Rights
      and Remedies Upon Expiration or Termination.

    


    Upon
      the
      expiration of the Term or the termination of this Agreement pursuant to Section
      11.2 hereof: (a) Hercon's obligations to develop the Clinical Trial Products
      for
      CTI and CTI's obligations under this Agreement shall terminate; (b) Hercon
      shall
      promptly deliver to CTI all manufactured Clinical Trial Products in its
      possession or control; (c) CTI shall pay to Hercon all unpaid milestone payments
      for which the corresponding milestones have been met at the date of termination
      as provided in Section 3.1 and Exhibit B; (d) all Confidential Information,
      including, without limitation, the Intellectual Property belonging to the
      disclosing party will remain the sole and exclusive property of the disclosing
      party and shall be returned to the disclosing party as provided in Section
      9.1;
      (e) all data obtained through Hercon’s performance of its services under this
      Agreement, including, without limitation, any and all test data, clinical study
      results, regulatory filings, reports, records and materials in Hercon's
      possession or control which are specifically exclusive to the manufacture of
      the
      Clinical Trial Products, and any intellectual property developed by Hercon
      relating exclusively to the Clinical Trial Products (which, as provided in
      Section 10.2 is and shall be the property of CTI), shall be promptly transferred
      to CTI by Hercon at CTI’s expense; and (f) any and all Clinical Trial Products
      paid for by CTI, that are in Hercon’s possession at the date of termination
      shall be promptly delivered to CTI; (g) the confidentiality obligations of
      the
      parties shall survive for the term specified in Section 9.1; and (h) the
      indemnity obligations of the parties shall survive termination for the period
      determined by the applicable statute of limitations relating to the claim for
      which indemnification is sought. Any and all payment obligations of the parties
      to one another accruing prior to termination shall survive termination and
      if
      significant progress has been made by Hercon toward the next milestone, CTI
      shall be obligated to make a pro-rated payment based on time, effort or another
      equitable arrangement as agreed upon by Hercon and CTI. 

    


    


    
      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

    


    Upon
      termination of this Agreement pursuant to Section 11.2, Hercon shall, for a
      period up to three months after such termination, transfer to CTI (or its
      designee) all unique manufacturing technology and know-how related specifically
      solely to the process of manufacturing Clinical Trials Products (“Technology
      Transfer”).
      A
      Technology Transfer shall include at least the following activities: (a) Hercon
      shall make available all pertinent know-how, technical data, and other
      information and documentation necessary or useful to Process the Clinical Trial
      Products in accordance with this Agreement and to support regulatory filings
      for
      the Clinical Trial Products; (b) Hercon shall provide training sessions and
      reasonable assistance and cooperation at manufacturing site(s) designated by
      CTI
      in order to enable CTI or its designee to Process Clinical Trial Products;
      and
      (c) Hercon shall allow CTI or its designee reasonable access to Hercon’s
      facility at reasonable times on business days for any reasonable purpose
      connected with such Technology Transfer. Should this Agreement be terminated
      as
      a result of Hercon’s default or breach, such Technology Transfer shall be
      provided at Hercon’s sole cost and expense; otherwise, Hercon may invoice and
      CTI shall pay for such Technology Transfer at Hercon’s then-current and
      reasonable rates.

    


    ARTICLE
      12

    NON-COMPETE

    


    Hercon
      shall not perform any services similar to the services provided by Hercon
      hereunder or related to Intellectual Property for any other Person with a
      product utilizing nitric oxide to treat musculoskeletal disease, painful
      conditions or vascular disease where such services would constitute or
      contribute to competition with CTI’s business as it relates to the Clinical
      Trial Products, unless Hercon obtains prior written approval from CTI to provide
      such other services.

     

    


    
      
        
           

        

        
          16

          
            

          

        

        
           

        

      

    

    


    ARTICLE
      13

    MISCELLANEOUS

    


    
      	
              13.1

            	
              Notices.
                All notices or other communications given pursuant hereto by one
                party
                hereto to the other party shall be in writing and deemed given (a)
                when
                delivered by messenger, (b) when sent by fax, (with receipt confirmed),
                (c) when received by the addressee, if sent by Express Mail, Federal
                Express or other express delivery service (receipt requested), or
                (d) five
                days after being mailed in the U.S., first-class postage prepaid,
                registered or certified, in each case to the appropriate addresses
                and fax
                numbers set forth below (or to such other addresses and fax numbers
                as a
                party may designate as to itself by notice to the other
                party):

            


    

    


    If
      to
      CTI, to it at:

    Cure
      Therapeutics, Inc.

    14
      West
      57th Street

    Suite
      3B

    New
      York,
      NY 10019

    Telephone:
      212-586-2226

    Fax:
      212-586-2246

    


    If
      to
      Hercon, to it at:

    Hercon
      Laboratories Corporation

    101
      Sinking Springs Lane

    Emigsville,
      PA 17318

    Telephone:
      (717) 764-1191

    Fax:
      (717) 764-5395

    


    
      	
              13.2

            	
              Assignment.
                Neither party shall, without the prior written consent of the other
                party
                (not to be unreasonably withheld or delayed), assign or transfer
                this
                Agreement to any Person, in whole or in part, provided that, each
                party
                may assign or transfer this Agreement to any Affiliate or to any
                successor in interest (whether by merger, acquisition, asset purchase
                or
                otherwise) to all or substantially all of its business to which this
                Agreement relates
                without the prior written consent of the other party hereto. All
                of the
                terms and provisions of this Agreement shall be binding upon and
                inure to
                the benefit of and be enforceable by the parties hereto and their
                respective permitted successors and
                assigns.

            


    

    


    
      	
              13.3

            	
              Severability.
                If any portion of this Agreement is held invalid by a court of competent
                jurisdiction, such portion shall be deemed to be of no force and
                effect
                and this Agreement shall continue in full force and effect without
                said
                portion(s), consistent with the intent of the Parties at the time
                of its
                execution, provided however, if the deletion of such provision materially
                impairs the commercial value of this Agreement to either party, the
                parties shall attempt to renegotiate such provision in good
                faith.

            


    

    


    
      	
              13.4

            	
              Entire
                Agreement.
                This Agreement and all Exhibits and Schedules attached hereto and
                thereto
                contain the sole and entire agreement and understanding of the parties
                hereto and their respective Affiliates and representatives related
                to the
                subject matter hereof and supersede all oral or written agreements
                concerning the subject matter made prior to the date of this Agreement.
                

            


    

     

    
      	
              13.5

            	
              Amendments,
                Waivers.
                This Agreement may not be amended, changed, modified or supplemented
                orally, and no amendment, change, modification or supplement of this
                Agreement shall be recognized nor have any effect, unless the writing
                in
                which it is set forth is signed by Hercon and CTI, nor shall any
                waiver of
                any of the provisions of this Agreement be effective unless in writing
                and
                signed by the party to be charged therewith. The failure of either
                party
                to enforce, at any time, or for any period of time, any provision
                hereof
                or the failure of either party to exercise any option herein shall
                not be
                construed as a waiver of such provision or option and shall in no
                way
                affect that party’s right to enforce such provision or exercise such
                option. No waiver of any provision hereof shall be deemed to be,
                or shall
                constitute, a waiver of any other provision, or with respect to any
                succeeding breach of the same
                provision.

            


    

    
      


      
        
          
             

          

          
            17

            
              

            

          

          
             

          

        

      

       

    

    
      	
              13.6

            	
              Governing
                Law, Dispute Resolution.
                This Agreement shall be governed by, and construed in accordance
                with, the
                laws of the State of Delaware and the United States, as though made
                and to
                be fully performed therein without regard to conflicts of laws and
                principles thereof.

            


    

    


    
      	 	
              The
                parties shall initially attempt in good faith to resolve any significant
                controversy, claim, allegation of breach or dispute arising out of
                or
                relating to this Agreement (hereinafter collectively referred to
                as a
                “Dispute”) through negotiations between senior executives of CTI and
                Hercon. If any Dispute is not resolved through such negotiations,
                each
                party irrevocably and unconditionally consents to the exclusive
                jurisdiction of the courts of general jurisdiction of the State of
                Delaware and the United States District Court for the District of
                Delaware
                for any action, suit or proceeding relating to a Dispute, and agrees
                not
                to commence any such action, suit or proceeding except in such courts.
                Each Party further irrevocably and unconditionally waives any claim
                that
                such action, suit or proceeding has been brought in an inconvenient
                forum
                or should be brought in any other venue to which such party may be
                entitled by virtue of domicile or
                otherwise.

            


    

    


    
      	
              13.7

            	
              Singular
                and Plural Forms.
                The use herein of the singular form shall also denote the plural
                form, and
                the use herein of the plural form shall denote the singular form,
                as in
                each case the context may require.

            


    

    


    
      	
              13.8

            	
              Headings.
                The headings contained in this Agreement are for convenience of reference
                only and shall not constitute a part hereof or define, limit or otherwise
                affect the meaning of any of the terms or provisions
                hereof.

            


    

    


    
      	
              13.9

            	
              Counterparts.
                This Agreement may be executed in one or more facsimile or original
                counterparts, each of which shall be deemed an original, but all
                of which,
                when taken together, shall constitute one and the same
                instrument.

            


    

    


    
      	
              13.10

            	
              Force
                Majeure.
                If either party is prevented from complying, either totally or in
                part,
                with any of the terms or provisions of this Agreement, by reason
                of force
                majeure, including, but not limited to, fire, flood, earthquake,
                explosion, storm, war, rebellion, acts of God and/or other causes
                or
                externally induced casualty beyond its reasonable control and without
                its
                negligence, whether similar to the foregoing matters or not, then,
                upon
                written notice by the party liable to perform to the other party,
                the
                requirements of this Agreement or such of its provisions as may be
                affected, and to the extent so affected, shall be suspended during
                the
                period of such disability; provided that the party asserting force
                majeure
                shall bear the burden of establishing the existence of such force
                majeure
                by clear and convincing evidence; and provided further, that the
                party
                prevented from complying shall use its best efforts to remove such
                disability within thirty (30) days and shall continue performance
                with the
                utmost dispatch whenever such causes are removed and shall notify
                the
                other party of the event not more than five (5) days from the time
                of the
                event. When such circumstances arise, the parties shall discuss what,
                if
                any, modifications to the terms of this Agreement may be required
                in order
                to arrive at an equitable solution. Notwithstanding the foregoing,
                in the
                event that a material event of force majeure shall continue for a
                period
                of longer than sixty (60) days, then the party unaffected by such
                event
                may terminate this Agreement by not less than fifteen (15) days'
                written
                notice of termination to the other party; provided that, if the force
                majeure event ceases within such fifteen day period, this Agreement
                shall
                remain in full force and effect.

            


    

    


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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      respective duly authorized officers as of the date first above
      written.

    


    CURE
      THERAPEUTICS, INC.

    


    By:
       

    Name:
       

    Title:
       

    


    HERCON
      LABORATORIES CORPORATION

    


    By:
       

    Name:
       

    Title:
      

    


    
      
        
           

        

        
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    Exhibits
      A, B and C have been omitted and filed separately with the Securities and
      Exchange Commission pursuant to a request for confidential
      treatment.

    


    
      
         

      

        
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