Exhibit 4.14


 __________________________________________________________


  


SUPPLY
AGREEMENT


 ________________________________________________


 


By and
between


  


(1)    RECIPHARM
PESSAC


 


and


 


(2)   FLAMEL
TECHNOLOGIES


  




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SUPPLY
AGREEMENT


 


THIS
SUPPLY AGREEMENT (the “Agreement”) is effective on December 1st, 2014 and is made by and between:


 


RECIPHARM
PESSAC, a French Société par Actions Simplifiée under registration process and having its principal
place of business at, rue Archimède, 33600 Pessac France, (“SUPPLIER”).


 


FLAMEL
TECHNOLOGIES SA, registered under the laws of France under registration number 379 001 530 and having its principal
office at Parc Club du Moulin à Vent, 33, avenue du Docteur Georges Lévy 69200 VÉNISSIEUX (“CUSTOMER”).


  


WHEREAS:


 


		(A)	SUPPLIER is a contract manufacturing
                                         company, with the ability and capacity to Process any pharmaceutical products, directly
                                         in its own premises or in the premises of one of its Affiliates.



 


		(B)	CUSTOMER is the owner of the rights
                                         pertaining to the manufacture and /or the marketing of various pharmaceutical products
                                         and is willing to have SUPPLIER as manufacturer of certain of its products.



 


		(C)	The Parties entered into a transaction
                                         under various agreements and in particular a Master Agreement and a Quality Assurance
                                         Agreement, which shall govern the overall relations between the Parties with regard to
                                         the manufacture by SUPPLIER and supply to CUSTOMER of Products.



 


NOW,
THEREFORE, the Parties agree as follows:


 


		1.	DEFINITIONS



 


Unless
otherwise specifically provided in this Agreement, the following terms shall have the following meanings:


 


		1.1	“Affiliates” means any
                                         corporation or other entity that controls, is controlled by, or is under common control
                                         with, a Party. A corporation or other entity shall be regarded as in control of another
                                         corporation or entity if it owns or directly or indirectly controls more than 50% of
                                         the voting securities or other ownership interests of the other corporation or entity,
                                         or if it possesses, directly or indirectly, the power to direct or cause the direction
                                         of the management and policies of the corporation or other entity.



 


		1.2	“Applicable Laws and Regulations”
                                         with respect to each Product, has the meaning defined in the Quality Assurance Agreement
                                         and the applicable Product Requirements.



 


		1.3	‘Business Day(s)’ means
                                         a day other than a Saturday, Sunday or a day on which banks are not open for business
                                         in France or the Country where the Services will be performed under this Agreement and
                                         the related Product Schedule;



 






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		1.4	“Confidential Information”
                                         means any business, marketing, financial technical, scientific information, know-how,
                                         trade secrets or other information, in any form or medium disclosed by any Party pursuant
                                         to or in the course of this Agreement or any Product Schedule and whether disclosed orally
                                         or in writing which, at the time of disclosure, is either designated as confidential
                                         or proprietary (or like designation), is disclosed in circumstances of confidence, or
                                         would be understood by the Parties, exercising reasonable business judgment, to be confidential. 
                                         Confidential Information includes, without limitation, all Intellectual Property Rights,
                                         Know-How or other information and products arising from or disclosed for implementing
                                         a Product Schedule or in the course of this Agreement, the terms and conditions of this
                                         Agreement and the fact of collaboration between the Parties.



 


		1.5	“Disclosing Party” means
                                         the Party disclosing Confidential Information.



 


		1.6	“Effective Date” means
                                         the date indicated above



 


		1.7	“External Costs” means
                                         the amount paid by SUPPLIER or the SUPPLIER Affiliate for any Product specific materials,
                                         goods, supplies, and equipment of any nature for Supplying under the related Product
                                         Schedule when SUPPLIER or the related SUPPLIER Affiliate shall have not the resources,
                                         capacity or ability to provide such part of the Supply whatever this Person is deemed
                                         to be a subcontractor or not, and any tax to be invoiced to CUSTOMER under Applicable
                                         Law and Regulations.



 


		1.8	“Force Majeure” has the
                                         meaning defined in the Force Majeure Section.



 


		1.9	“Forecast” has the meaning
                                         set forth in Section 7.1.



 


		1.10	“Intellectual Property Rights”
                                         means Confidential Information, Know-How, trade secrets, patent rights, trademarks, service
                                         marks, trade names, design rights, copyright (including rights in computer software)
                                         and any rights or property similar to any of the foregoing in any part of the world,
                                         whether registered or not, together with the right to apply for the registration of any
                                         such rights, and all rights or forms of protection having equivalent or similar effect,
                                         in any part of the world.



 


		1.11	“Know-How” means: (i)
                                         all technical information or data relating to the Products, whether protected by Intellectual
                                         Property Rights or not, including but not limited to technology, processes, specifications,
                                         formulas, procedures, techniques, practices and instructions of, and scientific, analytical
                                         and technical data and studies for, the synthesis, manufacturing, pharmaceutical processing,
                                         formulation, packaging, labelling storage and transportation of the Products; and (ii)
                                         non-clinical and clinical data and studies relating to the Products



 





		1.12	“Internal Costs” means
                                         (i) fully allocated cost of Supplying the Products under the related Product Schedule,
                                         such fully allocated costs comprises direct costs incurred directly for the Supply of
                                         the related Products by SUPPLIER (including but not limited to labour, materials, goods
                                         and supplies) and indirect costs specifically allocable to Supplying the related Products
                                         by SUPPLIER (including but not limited to administrative labour costs, maintenance, insurance
                                         the part of depreciation allocated to assets used in the Supply of the related Product)
                                         ; such calculation being based upon accepted contract manufacturing industry standards
                                         and generally accepted accounting principles.



 


		1.13	“Master Agreement” means
                                         the agreement entered into by and between the Parties on Effective Date where the Parties
                                         have agreed upon, among other things, overall conditions for supplying the Products.



 


		1.14	“Parties” means CUSTOMER
                                         and SUPPLIER and “Party” means either CUSTOMER or SUPPLIER.



 






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		1.15	“Person” means an individual,
                                         sole proprietorship, partnership, limited partnership, limited liability partnership,
                                         corporation, limited liability company, business trust, joint stock company, trust, incorporated
                                         association, joint venture or similar entity or organization, including a government
                                         or political subdivision, department or agency of a government.



 


		1.16	“Price” with respect
                                         to each Product, means the amount payable for such the Supply of the Product, as determined
                                         in accordance with the prevailing provisions of the Master Agreement, the terms of Article
                                         10 herein and the relevant Product Schedule.



 


		1.17	“Product Requirements”,
                                         with respect to each Product, means the requirements for such Product, as specified in
                                         the relevant Product Schedule as the same may be updated from time to time in accordance
                                         with the Quality Assurance Agreement and the regulatory approved artwork.



 


		1.18	“Product Schedule Effective
                                         Date” means, with respect to each Product Schedule, the date on which such Product
                                         Schedule becomes effective, as set forth in such Product Schedule.



 


		1.19	“Product Schedule” means
                                         a schedule, in the form set forth in Exhibit 1, agreed, and signed by the Parties in
                                         accordance with Section 6.1.



 


		1.20	“Product(s)” means the
                                         clinical product, intermediate product and/or finished product to be supplied pursuant
                                         to, and as detailed in, each Product Schedule and, in addition, the various forms and
                                         further developments which the same pharmaceutical Product may take.



 


		1.21	“Quality Assurance Agreement”
                                         or “QAA” means the quality assurance agreement entered into by the Parties,
                                         a copy of which is attached hereto as Exhibit 2 as the same may be amended from time
                                         to time.



 


		1.22	“Supply” means the manufacturing,
                                         packaging, testing, release, and delivery with respect of the Product to the extent,
                                         and as detailed in each Product Schedule.



 


		1.23	“Receiving Party” means
                                         the Party to whom Confidential Information is disclosed.



 


		1.24	“Term” means the period
                                         beginning on the Effective Date and continuing as set out in Article 18.






 





		2.	CONSTRUCTION



 


		2.1	Except where the context requires
                                         otherwise, whenever used the singular includes the plural, the plural includes the singular,
                                         the use of any gender is applicable to all genders and the word “or” has
                                         the inclusive meaning represented by the phrase “and/or”. The headings of
                                         this Agreement are for convenience of reference only. The term “including”
                                         or “includes” as used in this Agreement means including, without limiting
                                         the generality of any description preceding such term. The wording of this Agreement
                                         shall be deemed to be the wording mutually chosen by the Parties and no rule of strict
                                         construction shall be applied against any Party.



 


		2.2	If there is any inconsistency between
                                         a Product Schedule or an Exhibit and this Agreement, the terms of this Agreement shall
                                         govern. If there is any inconsistency between this Agreement and the terms of the Master
                                         Agreement, the terms of the Master Agreement shall govern.



 






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		2.3	The Exhibits and the Product Schedules
                                         (as amended from time to time by agreement of the Parties in writing) form part of this
                                         Agreement and have the same force and effect as if expressly set out in the body of the
                                         Agreement. Any reference to the Agreement includes the Exhibits and the Product Schedules.
                                         Any breach of the Exhibits or Product Schedules shall be deemed as a breach of this Agreement.



 


		3.	AMENDMENT



 


		3.1	Any amendment or modification of
                                         this Agreement must be in writing and signed by authorised representatives of both Parties.



 


		4.	SUPPLY OF PRODUCTS



 


		4.1	SUPPLIER agrees to Supply, and CUSTOMER
                                         agrees to purchase, the Products agreed in the Product Schedules under this Agreement.



 


		5.	TECH TRANSFER



 


		5.1	To the extent required, CUSTOMER
                                         shall disclose such part of its Intellectual Property Rights to SUPPLIER as is necessary
                                         and useful in the Supply of the Product to CUSTOMER. The Parties shall, if SUPPLIER deems
                                         it necessary, establish a joint project team, which shall manage the disclosure of Customer's
                                         Intellectual Property Rights in accordance with the technology transfer plan including
                                         the hand-over, setting out the activities of the technology transfer process, in order
                                         to secure the establishment of the Supply and quality control of the Products at SUPPLIER’s
                                         facilities, as specified in the applicable Service Schedule, and agree on any changes
                                         to the Product Requirements prior to commencement of the Supply of the Product. After
                                         the completion of the technology transfer and the above activities, the joint project
                                         team will be dissolved. The Parties shall allocate sufficient resources to perform the
                                         above activities. CUSTOMER shall remunerate SUPPLIER for its reasonable activities and
                                         any start-up costs as agreed by the Parties.



 





		5.2	CUSTOMER disclosing its Intellectual
                                         Property Rights is responsible for such rights not infringing on any third party Intellectual
                                         Property Rights; SUPPLIER shall be held indemnified and compensated for any such additional
                                         costs arising from any infringement claim from said third party.



 


		6.	PRODUCT SCHEDULES



 


		6.1	The Parties agree to conclude a separate
                                         Product Schedule for each Product which shall be governed by the general conditions of
                                         this Agreement unless otherwise agreed specifically in the relevant Product Schedule.
                                         This Agreement sets forth the terms and conditions under which SUPPLIER shall Supply,
                                         and under which CUSTOMER shall purchase Products pursuant to the applicable Product Schedules.
                                         SUPPLIER’s engagement for Supply shall be on an exclusive basis, unless otherwise
                                         agreed in the Product Schedule



 


		6.2	In order to comply with the terms
                                         and conditions of the Master Agreement, the Parties agree to identify for each Product
                                         and shall allocate in each Product Schedule the Internal Costs and the External Costs
                                         of SUPPLIER in the price for the Supply of the Product. The Parties shall identify and
                                         amend the allocation of the price when a change is implemented in the Supply of the Product
                                         as referred to in clauses 15 and 16 herein.



 


		6.3	Any number of Product Schedules may
                                         be executed pursuant to this Agreement during the Term.



 


		6.4	Each Product Schedule will operate for the term specified in
                                         the Product Schedule, unless earlier terminated in accordance with Article 18.



 






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		7.	FORECASTING FOR COMMERCIAL PRODUCT



 


		7.1	Unless otherwise agreed by the Parties
                                         in writing in the applicable Product Schedule, and when the Parties shall agree to have
                                         SUPPLIER delivering Products on a commercial basis, CUSTOMER shall, each month, provide
                                         SUPPLIER with a non-binding work plan related to each Product Schedule for the following
                                         twelve (12) month period (“Forecast”). The Forecast submitted in September
                                         each year shall however cover fifteen (15) months, if the term of the Service Schedule
                                         continues for the following year, and shall comply with such specific terms and conditions
                                         the Parties may agree in the related Product Schedule.



 


		7.2	CUSTOMER shall be entitled to modify
                                         the quantities set forth in the Forecast until an applicable purchase order is approved
                                         by SUPPLIER. Following SUPPLIER’s approval of such purchase order and, subject
                                         to the minimum volume of Products the Parties may agree in the Product Schedule, the
                                         Forecast quantities may be varied by CUSTOMER by not more than fifteen percent (15%)
                                         from the amount set forth in each approved purchase order.



 


		7.3	SUPPLIER shall without delay notify
                                         CUSTOMER if SUPPLIER does not have the capacity to deliver Products in accordance with
                                         the Forecast.



 





		7.4	SUPPLIER shall base the planning
                                         and purchasing of raw materials/packaging components upon Forecasts provided by CUSTOMER.
                                         Even though the Forecast is non-binding, SUPPLIER may use the Forecast to plan and buy
                                         raw materials. Specific raw materials bought in accordance with a Forecast, which SUPPLIER
                                         is not able to use within the Term or beyond the termination of the related Product Schedule
                                         may be sold at its purchase price to CUSTOMER or scrapped at reasonable costs, at CUSTOMER’s
                                         written request and at CUSTOMER’s costs. These raw materials will be kept at SUPPLIER's
                                         warehouse, unless otherwise agreed between the Parties and in accordance with the Applicable
                                         Laws and Regulations.



 


		8.	PURCHASE ORDERS



 


		8.1	When the Parties shall agree to have
                                         SUPPLIER delivering Products on a commercial basis, SUPPLIER shall have the responsibility
                                         to deliver Products according to CUSTOMER written purchase orders when confirmed by SUPPLIER
                                         as described hereunder.



 


		8.2	CUSTOMER shall send written purchase
                                         orders for each Product to SUPPLIER. Such purchase orders shall be sent no less than
                                         four (4) months before the expected delivery date, unless otherwise agreed in the related
                                         Product Schedule. SUPPLIER shall confirm the receipt of the purchase order as well as
                                         confirm a delivery date within twenty (20) calendar days after receipt. SUPPLIER shall
                                         always be allowed the minimum lead-time specified in the relevant Product Schedule.



 


		8.3	Any deviation from the confirmed
                                         delivery date is to be communicated to CUSTOMER as soon as possible in order to enable
                                         CUSTOMER to take necessary action to minimize any negative effects in the market.



 


		8.4	CUSTOMER shall inform SUPPLIER of
                                         any major changes in the market or other information, which may have impact on Forecast
                                         or/and purchase orders.



 






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		9.	DELIVERY AND TITLE



 


		9.1	SUPPLIER shall Supply each Product
                                         ordered by CUSTOMER Ex Works SUPPLIER’S Pessac plant Incoterms 2010 unless otherwise
                                         specifically agreed in the related Product Schedule and in accordance with the terms
                                         set out in the confirmed order.



 


		9.2	Title to the Products shall pass
                                         to CUSTOMER upon delivery and payment. Risk of the Product shall pass to CUSTOMER upon
                                         delivery.



 


		10.	PRICE



 


		10.1	The Parties agree and undertake
                                         to determine the Price for the Supply of the Products in accordance with applicable provisions
                                         of the Master Agreement and such price of the Supply for each Product shall be allocated
                                         in accordance with clause 6.2 hereinabove



 


		10.2	The Price is exclusive of value
                                         added tax, which, if payable, shall be borne and paid by CUSTOMER against the provision
                                         by SUPPLIER of an appropriate invoice.



 


		10.3	The Prices will be revised annually in good faith, not later
                                         than 30 September, and any change shall become effective as from 1 January the following
                                         year, in accordance with the public index as published by the French Ministry of Labour
                                         named “Indices de salaires mensuels de base de l'ensemble des salaries de
                                         l’industrie pharmaceutique (base 100 en décembre 2008)” (Price
                                         indexes for monthly salaries of the personnel in the pharmaceutical industry (base 100
                                         in December 2008)). Month of reference for this index for this Agreement is September
                                         2013= 111,6. http://www.leem.org/article/les-indices-des-salaires-de-lindustrie-pharmaceutique
                                         , subject to the price increase being limited to a maximum of 3%.



 


		10.4	. Notwithstanding Section 10.3,
                                         if changes in manufacturing and production costs and material prices as defined in the
                                         Price Review Parameters in the Product Schedule materially increase or decrease the cost
                                         required to perform the Supply Services, SUPPLIER shall provide CUSTOMER with a quotation,
                                         showing the equitable adjustments that should be made to the Price to reflect the increase,
                                         and, if the Parties agree on terms, the Product Schedule and the Price shall be amended
                                         accordingly.



 


		11.	PAYMENT AND INVOICING



 


		11.1	SUPPLIER shall issue an invoice
                                         at delivery of Products to CUSTOMER for the applicable Price for the Products delivered
                                         to CUSTOMER. The invoice shall contain a reference identifying the CUSTOMER purchase
                                         order as well as the relevant CUSTOMER Product article number.



 


		11.2	All invoices shall be payable in
                                         full within thirty (30) days following the date of issue of the invoice. If the undisputed
                                         invoice is not paid within this timeframe, penalty interest plus recovery charges shall
                                         be charged to CUSTOMER in accordance with the Applicable Laws and Regulations.



 


		12.	SHORTFALLS, DAMAGES & DEFECTS



 


The terms and conditions
of this Article 12 shall apply only when the Parties shall agree to have SUPPLIER delivering Products on a commercial basis.


 






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		12.1	If any shipment of Product delivered
                                         by SUPPLIER contains any damage, shortage or defect of the Product due to SUPPLIER’s
                                         breach of this Agreement, CUSTOMER shall notify SUPPLIER a) within twenty (20) days of
                                         receipt of such shipment if such damage, shortage or defect can be ascertained by the
                                         exercise of reasonable diligence upon examination by CUSTOMER on receipt of such shipment,
                                         or b) within ten (10) days after discovery of the same if such damage, shortage or defect
                                         cannot be ascertained by the exercise of reasonable diligence upon examination by CUSTOMER
                                         on receipt of such shipment (including non conformities relating to stability).



 


		12.2	If there is any defect in or damage
                                         to any Product delivered by SUPPLIER due to acts or omissions of SUPPLIER (“Non-Conforming
                                         Product”), SUPPLIER shall at CUSTOMER’S option without any undue delay
                                         either;



 


		12.2.1	replace the Non-Conforming Product
                                         with conforming Product, at SUPPLIER’s expense; or






 





		12.2.2	refund to CUSTOMER the cost paid
                                         to SUPPLIER by CUSTOMER for such Non-Conforming Product, or, if the invoice has not been
                                         paid, cancel the invoice and the Minimum Yearly Volume is not increased by such refunded
                                         amount or amount of such cancelled invoice for the Year where the related Non-Conforming
                                         Product is to be recorded as referred to in the Master Agreement.



 


		12.3	If a dispute arises between the
                                         Parties as to any claimed damage or defect in the Product or shortage of Products delivered,
                                         which cannot be resolved by the Parties within thirty (30) days of a claim being notified
                                         by CUSTOMER to SUPPLIER, either Party may require that the matter in dispute be referred
                                         to an independent expert (such as an independent testing laboratory) selected by agreement
                                         of the Parties. Such referral will be solely for the purpose of establishing whether
                                         or not there is any shortage, damage or defect (as the case may be) in the relevant Product
                                         delivered by SUPPLIER to CUSTOMER. Except in the case of fraud or manifest error on the
                                         part of such independent expert, the decision of such independent expert will be binding
                                         upon the Parties. If the independent expert decides there was no shortage, damage, or
                                         defect in the Product in question, the costs of the independent expert will be borne
                                         by CUSTOMER. In all other circumstances, the costs of the independent expert will be
                                         borne by SUPPLIER. In case the Parties are not able to agree on appointment of the independent
                                         expert, the Parties agree to submit the dispute to administered expertise proceedings
                                         in accordance with the Rules for Expertise of the International Chamber of Commerce.



 


		12.4	SUPPLIER shall indemnify CUSTOMER
                                         for damages in relation to or arising solely out of any breach of this Agreement by SUPPLIER.



 


		12.5	Any and all liability of SUPPLIER
                                         to CUSTOMER howsoever arising in respect of this Agreement and its performance under
                                         a Product Schedule shall be limited to an amount equal to one hundred (100) per cent
                                         of the amount to be reasonably received by SUPPLIER from CUSTOMER under the related Product
                                         Schedule for the calendar year when the matter giving rise to such loss or damage has
                                         occurred.



 


		12.6	Save as set out in this Agreement
                                         SUPPLIER makes no warranty of whatsoever nature in respect of the Supply of the Product
                                         and all conditions, warranties stipulations or other statements as to the Products or
                                         defects therein, including (but without limiting the foregoing) the efficacy toxicity
                                         or safety of the Product, or its satisfactory quality performance or fitness for purpose,
                                         whether express or implied, by statute common law or otherwise howsoever, are hereby
                                         excluded to the fullest extent permissible by Applicable Laws and Regulations.



 






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		12.7	CUSTOMER shall indemnify SUPPLIER
                                         for damages in relation to or arising out of any breach of this Agreement by CUSTOMER
                                         or any product liability claim on SUPPLIER which is not a result of SUPPLIER’s
                                         breach of this Agreement.



 


		12.8	The Party claiming an indemnification
                                         for damages hereunder must promptly notify the other of any claim, not accept any compromise
                                         or settlement of such claim or take any material steps in relation to such claim without
                                         the prior consent of the other party and shall co-operate fully with the other party
                                         in the handling of any such claim.






 





		12.9	Neither Party shall in no circumstances
                                         be liable to the other Party nor any third party for any consequential or indirect loss
                                         or damage or loss of profit of whatsoever nature including (but not limited to) damage
                                         to goodwill, loss of market share, existing or prospective nor the cost of any delay
                                         of any regulatory programme.



 


		13.	QUALITY



 


		13.1	In Supplying Product to CUSTOMER,
                                         SUPPLIER shall comply with all of the provisions and requirements of the Product Schedule,
                                         Quality Assurance Agreement and the Applicable Laws and Regulations.



 


		13.2	SUPPLIER and CUSTOMER agree to cooperate
                                         in attempting to resolve all product quality complaints as set out in the Quality Assurance
                                         Agreement.



 


		14.	PRODUCT RECALL



 


		14.1	CUSTOMER shall have sole discretion
                                         over whether and under what circumstances to require the recall of batches of Product.
                                         In the event that a recall of a batch from sale is necessary as a result of the fault
                                         or negligence of SUPPLIER, SUPPLIER shall be responsible for all direct costs relating
                                         thereto. CUSTOMER shall bear the costs of SUPPLIER for any recall in any other circumstances.



 


		15.	PRINTED PACKAGING AND ARTWORK



 


		15.1	SUPPLIER shall, at CUSTOMER’s
                                         cost, be responsible for the handling of artwork on the printed packaging, if agreed
                                         with CUSTOMER.



 


		15.2	Subject to the provision of clause
                                         6.2 on allocation of price, SUPPLIER shall, at CUSTOMERS’ cost, be responsible
                                         for printing plates used for printed packaging materials, if agreed with CUSTOMER.



 


		15.3	CUSTOMER is responsible to make
                                         sure that said artworks are not infringing any third party intellectual property rights
                                         in the relevant countries of Supply and commercialisation and are in accordance with
                                         the Applicable Laws to the commercialisation of the Products in the relevant countries/territories.



 


		16.	REMUNERATION AND RESPONSIBILITIES
                                         FOR CHANGES OF PRODUCT



 


		16.1	Subject to the provision of clause
                                         6.2 on allocation of price, costs for any change of the Product shall be included in
                                         the Price, except in the following cases where remuneration for such costs shall be additional
                                         reimbursed by CUSTOMER to SUPPLIER:



 






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		16.1.1	when the changes are initiated
                                         by CUSTOMER, then SUPPLIER shall be remunerated by CUSTOMER for its costs for necessary
                                         services and materials needed to perform such change (including remuneration for waste
                                         or scrapped);









 





		16.1.2	when external circumstances, due
                                         to reasons out of SUPPLIER’s control, e.g. governmental authorities’, EU
                                         or similar organisations, whether regional or global directives or regulations, or other
                                         third parties decisions, or changes, are issued which require changes of the Product;
                                         the Parties will meet to discuss and resolve the external issue and negotiate the changes
                                         to be made prior to implementation; and if changes, of said circumstances, are decided
                                         to be made by CUSTOMER then CUSTOMER shall remunerate SUPPLIER for its costs; and



 


		16.1.3	when the changes in sub-sections
                                         16.1.1 and 16.1.2 result in changes in production costs, the Parties shall agree on any
                                         Price adjustment prior to implementation of such changes.



 


		16.2	If CUSTOMER or any third party or
                                         regulatory authority initiates a change the Parties shall in good faith plan for the
                                         change in order to minimize the cost of waste.



 


		17.	ADDITIONAL REPRESENTATIONS AND WARRANTIES



 


		17.1	SUPPLIER represents and warrants
                                         to CUSTOMER that;



 


		17.1.1	SUPPLIER will inform CUSTOMER
                                         promptly in writing of any event, which in the reasonable judgment of SUPPLIER may adversely
                                         affect (i) SUPPLIER’s ability to Supply the Products or (ii) the suitability of
                                         the Products for CUSTOMER’s use.



 


		17.2	CUSTOMER represents and warrants
                                         that;



 


		17.2.1	it has and will maintain throughout
                                         the term of this Agreement appropriate regulatory approvals for the Product and it has
                                         notified SUPPLIER of any special requirements in respect of record-keeping that may be
                                         necessary to comply with CUSTOMER’s adverse event, Product defect or recall procedure
                                         and that it shall notify SUPPLIER of any hazards to the health or safety of any personnel
                                         of SUPPLIER or the possibility of cross contamination of any other products being manufactured
                                         or stored by SUPPLIER and CUSTOMER shall keep SUPPLIER so advised throughout the continuance
                                         of this Agreement, whether such hazards or possibilities are inherent in the Product
                                         or otherwise.



 


		18.	TERM AND TERMINATION



 


		18.1	The termination of this Agreement
                                         is subject to the provisions of the Master Agreement, especially with regard to the Initial
                                         Term as referred to in said Master Agreement and such clause related to the Minimum Yearly
                                         Volume.



 


		18.2	Without prejudice to the provisions
                                         of the Master Agreement related to the Minimum Yearly Volume, any Product Schedule individually,
                                         may be terminated immediately by either Party upon notice to the other Party as follows:



 


		18.2.1	in the event of a material breach
                                         of this Agreement by the other Party, where such breach is capable of cure and measures
                                         to initiate the cure has not begun within thirty (30) days after notice of such breach;



 


		18.2.2	in the event of a material breach
                                         of this Agreement by the other Party where such breach is not capable of cure; and





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		18.2.3	if the other Party shall file
                                         in any court or agency, pursuant to any statute or regulation of any country, a petition
                                         in bankruptcy or insolvency or for reorganization or for an the appointment of a receiver
                                         or trustee of such other Party or of its assets, or if the other Party proposes a written
                                         agreement of composition or extension of its debts, or if the other Party shall be served
                                         with an involuntary petition against it, filed in any insolvency proceeding, or if the
                                         other Party shall propose or be a party to any dissolution or liquidation, or if the
                                         other Party shall make an assignment for the benefit of its creditors.



 


		18.3	Without prejudice to any other rights
                                         or remedies which either Party may have, upon the termination of this Agreement, or a
                                         Product Schedule howsoever the same occurs, each Party shall;



 


		18.3.1	immediately pay to the other Party
                                         all undisputed sums which at the date of termination are due and payable to the other
                                         Party under this Agreement or the relevant Product Schedule;



 


		18.3.2	immediately cease all use of any
                                         property of the other Party, including any Intellectual Property Rights of the other
                                         Party under this Agreement or the relevant Product Schedule; and



 


		18.3.3	the Parties shall fulfil the obligations
                                         provided in clause 7.4; and



 


		18.3.4	within twenty eight (28) days
                                         of such termination, return to the other Party any property of the other Party in its
                                         possession, custody or control, including all Confidential Information of that Party
                                         and copies of it under this Agreement or the relevant Product Schedule; provided, however,
                                         that a Party may retain one (1) copy of the other Party’s Confidential Information
                                         in order to ensure compliance with its obligations set forth in this Agreement.



 


		18.4	Articles
                                         1, 2,
                                         14, 19, 21 and 23 and this Section 18.4 will survive expiration or termination of this
                                         Agreement, and howsoever the same occurs.



 


		19.	NATURE OF AGREEMENT



  


		19.1	Neither Parties shall assign, transfer
                                         or sub-contract any of its rights or obligations under this Agreement or any Product
                                         Schedule without obtaining the prior written consent of the other Party; except that,
                                         either Party may assign the benefit or burden of this Agreement to any Affiliate, with
                                         sufficient capacity and economic strength for such an obligation, without the need to
                                         obtain such consent.



 


		19.2	The Parties are independent contractors
                                         and none of the provisions of this Agreement shall be deemed to constitute a partnership
                                         or joint venture between the Parties. No Party shall have any authority, nor hold itself
                                         out as having any such authority, to bind any other Party in any way.



 


		19.3	Save where specifically stated to
                                         the contrary in this Agreement or in any Product Schedule, each Party shall bear its
                                         own costs in entering into and performing its obligations under the Agreement and any
                                         Product Schedule.






 


		19.4	Each Party warrants to the other
                                         that it has the authority to enter into this Agreement and any Product Schedule and perform
                                         its obligations under this Agreement and any Product Schedule.



 






    	EXECUTION COPY	Page 11 of 19



    	 



    

 


		19.5	This Agreement and each Product
                                         Schedule are governed by the Master Agreement for the duration of said Master Agreement
                                         and subject to the provisions of the Master Agreement contain the entire agreement between
                                         the Parties with respect to its subject matter, supersedes all previous agreements or
                                         understandings with respect thereto and may not be modified except by an instrument in
                                         writing signed by the duly authorized representatives of the Parties.



 


		19.6	No failure or delay by either Party
                                         in exercising any of its rights under this Agreement or a Product Schedule shall be deemed
                                         to be a waiver of that right, and no waiver by either Party of a breach of any provision
                                         of this Agreement or the relevant Product Schedule shall be deemed to be a waiver of
                                         any subsequent breach of the same or any other provision.



 


		19.7	If any provision of this Agreement
                                         is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest
                                         extent permitted by applicable law and if the rights or obligations of any Party will
                                         not be materially and adversely affected: (a) such provision will be given no effect
                                         by the Parties and shall not form part of this Agreement; (b) all other provisions of
                                         this Agreement shall remain in full force and effect; and (c) the Parties will use their
                                         best efforts to negotiate a provision in replacement of the provision held invalid, illegal
                                         or unenforceable that is consistent with applicable law and achieves, as nearly as possible,
                                         the original intention of the Parties. To the fullest extent permitted by applicable
                                         law, the Parties waive any provision of law that would render any provision in this Agreement
                                         invalid, illegal or unenforceable in any respect.



 


		19.8	All notices required under the terms
                                         of this Agreement or any Product Schedule shall be in writing and shall be validly given
                                         if sent by recorded delivery mail or courier service to the respective person as set
                                         out below, or such person as may be notified by one Party to the other in writing from
                                         time to time. All notices shall be deemed to have been received three (3) Business Days
                                         after they are sent.



 





	For: CUSTOMER :	FLAMEL TECHNOLOGIES
	 	 
	Address:	Parc Club du Moulin à Vent
	 	33, avenue du Docteur Georges Lévy
	 	69200 VÉNISSIEUX, FRANCE
	 	 
	For the attention of:	Président Directeur Général
	 	 
	With a copy to:	Sr. Vice President, General Counsel
	 	 
	For: SUPPLIER:	RECIPHARM PESSAC 
	 	 
	Address:	rue Archimède, 33600 PESSAC,
    France
	 	 
	Facsimile:	+ 33 5 56 36 58 91
	 	 
	For the attention of:	Président
	 	 
	With a copy to:	RECIPHARM AB (publ)
	 	 
	Address	Lagervägen 7, SE-136 50 Jordbro,
    Sweden
	 	 
	Facsimile:	0046 8 81 87 03
	 	 
	For the attention of:	Legal







 




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		20.	INSURANCE



 


		20.1	During the duration of this Agreement,
                                         and for three (3) years thereafter, each Party represents and warrants to the other Party
                                         that it has insurance coverage with a reputable insurance company of a type and amount
                                         typical in the pharmaceutical business and industry sufficient to secure the performance
                                         of its obligations hereunder.



 


		20.2	Each Party shall provide evidence
                                         of such insurance whenever reasonably requested by the other Party. The Parties covenants
                                         and agrees not to do or to omit any matter or thing which may prejudice or render voidable
                                         such insurance.



 


		20.3	Any raw materials supplied by CUSTOMER
                                         shall be and at all times remain at the risk of CUSTOMER, and CUSTOMER shall insure such
                                         raw materials to their full replacement value while on SUPPLIER’s premises unless
                                         and until they are incorporated into Products. Notwithstanding the foregoing, SUPPLIER
                                         shall be responsible for any loss or damage to CUSTOMER’s raw materials to the
                                         extent such loss or damage was due to the negligence of wilful misconduct of SUPPLIER
                                         or fire or any other natural disaster at SUPPLIER’s Facility as covered under SUPPLIER’s
                                         insurance .



 


		21.	CONFIDENTIALITY



 


		21.1	Except as otherwise provided in
                                         this Agreement, any Confidential Information, which is disclosed by or on behalf of a
                                         Disclosing Party to the Receiving Party will remain the property of the Disclosing Party.



 


		21.2	The Receiving Party undertakes:






 





		21.2.1	to use the Confidential Information
                                         solely and exclusively for the purposes of this Agreement (or such other purpose as is
                                         agreed in writing between the Parties at the time of disclosure), and not to use the
                                         Confidential Information for any other purpose whatsoever, including the development,
                                         manufacture, marketing, sale or licensing of any process or product or any other commercial
                                         purpose anywhere in the world, unless the Parties enter into an agreement specifying
                                         otherwise; and



 


		21.2.2	to maintain the confidentiality
                                         of the Confidential Information and not to disclose it directly or indirectly to any
                                         other company, organisation, individual or third Person, except as permitted by Section
                                         21.3.



 


		21.3	Notwithstanding Section 21.2, the
                                         Receiving Party may disclose Confidential Information to any of its Affiliates, and its
                                         and its Affiliate’s directors, employees and professional advisers who need to
                                         know the Confidential Information in order to fulfil the purpose of this Agreement, provided
                                         that the Receiving Party procures that prior to such disclosure, each such Person to
                                         whom Confidential Information is to be disclosed is made aware of the obligations contained
                                         in this Agreement, and adheres to these terms as if it were a party to this Agreement.



 


		21.4	The provisions of Section 21.2 will
                                         not apply to any Confidential Information which the Receiving Party can demonstrate,
                                         to the reasonable satisfaction of the Disclosing Party;



 


		21.4.1	was already in the possession
                                         of the Receiving Party or any of its Affiliates and at the Receiving Party’s or
                                         any of its Affiliates’ free use and disposal or in the public domain (through in
                                         each case no fault of the Receiving Party or any of its Affiliates or no breach of this
                                         Agreement by the Receiving Party) prior to its disclosure by the Disclosing Party under
                                         this Agreement; or



 






    	EXECUTION COPY	Page 13 of 19



    	 



    

 


		21.4.2	is purchased or otherwise legally
                                         acquired by the Receiving Party or any of its Affiliates at any time from a third Person
                                         having and the right to disclose it; or



 


		21.4.3	comes into the public domain,
                                         otherwise than through the fault of the Receiving Party or any of its Affiliates; or



 


		21.4.4	is independently generated by
                                         the Receiving Party or any of its Affiliates without any recourse or reference to the
                                         Confidential Information.



 


		21.5	The obligations of each Party in
                                         this Section will survive for a period of ten (10) years after the date of expiration
                                         or termination of this Agreement.



 


		22.	FORCE MAJEURE



 


		22.1	In the event any Party is delayed
                                         or hindered in or prevented from the performance of any act required hereunder by reason
                                         of a Force Majeure Event, then performance of such act will be excused for the period
                                         of such delay, provided however, that such Party shall exert its reasonable efforts to
                                         overcome such Force Majeure Event and to resume performance of its obligations in a timely
                                         manner.






 





		22.2	Notice of the commencement and ending
                                         of such Force Majeure Event will be provided by such Party to the other Party within
                                         ten (10) Business Days. Any timeline or milestone obligations of such Party affected
                                         by the Force Majeure Event will be extended for a period of time equal to the number
                                         of days of the delay, provided however that, but subject to the provisions of the Master
                                         Agreement, especially with regard to the Initial Term as referred to in said Master Agreement
                                         and such clauses related to the Minimum Yearly Volume, in the event that a Party is unable
                                         to overcome any Force Majeure Event within: (i) sixty (60) Business Days, the other Party
                                         may terminate Product Schedules under which the affected Supply are being provided or,
                                         (ii) beyond the Initial Term, terminate this Agreement if all Product Schedules have
                                         been terminated. In case the Product Schedule is then terminated by CUSTOMER because
                                         SUPPLIER is unable to overcome the related Force Majeure Event, the Minimum Yearly Volume
                                         for the Year where the related Product Schedule is recorded as referred to in the Master
                                         Agreement shall be reduced by the price for the related Product Schedule.



 


		23.	GOVERNING LAW AND DISPUTES



 


		23.1	The interpretation and construction
                                         of this Agreement shall be governed by the substantive laws of France.



 


		23.2	In the event that agreement on a
                                         matter cannot be reached within thirty (30) days (or sooner, if required), the Parties
                                         shall first try to settle their differences amicably between themselves. Any Party may
                                         initiate such informal dispute resolution by sending written notice of the dispute to
                                         the other Party, and within thirty (30) days after such notice, appropriate representatives
                                         of the Parties shall meet for attempted resolution by such bona fide negotiations.



 


		23.3	Except as set forth in Section 12.3,
                                         if the representatives of the Parties empowered to settle a dispute are not able to close
                                         the dispute within forty (40) days from the date of the written notice, the Parties shall
                                         then refer the dispute to proceedings under the ICC Mediation Rules. If the dispute has
                                         not been settled pursuant to the said Rules within sixty (60) days following the filing
                                         of a Request for Mediation or within such other period as the Parties may agree in writing,
                                         such dispute shall thereafter be finally settled under the Rules of Arbitration of the
                                         International Chamber of Commerce by one or more arbitrators appointed in accordance
                                         with the said Rules of Arbitration. The language used in the arbitration proceedings
                                         shall be English.



 






    	EXECUTION COPY	Page 14 of 19



    	 



    

 


		24.	COUNTERPARTS



 


		24.1	This Agreement is executed in two
                                         (2) counterparts, each of which shall be deemed an original and all of which taken together
                                         shall be deemed to constitute one and the same instrument.



 


IN WITNESS WHEREOF,
the Parties have executed this Agreement on the Effective Date.


 


SIGNED for and on behalf
of SIGNED for and on behalf of





 





	SIGNED for and on behalf of	 	SIGNED for and on behalf of
	Recipharm Pessac	 	Flamel Technologies
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	Name:	 	Name:
	 	 	 
	Title:	 	Title:




 






    	EXECUTION COPY	Page 15 of 19



    	 



    

 


Exhibit
1 Form Product Schedule



Product Schedule No [X]


 


for Supply of [PRODUCT]


 


TO THE SUPPLY AGREEMENT
DATED [YYYYMMDD] (“Agreement”), entered into between:


 


		(1)	Recipharm X [INSERT APPLICABLE COMPANY], registered under
                                         the laws of [INSERT COUNTRY] under registration number [INSERT NUMBER] and having an
                                         office at [INSERT ADRESS], (“SUPPLIER”).



 


		(2)	FLAMEL TECHNOLOGIES SA, a French Société
                                         Anonyme with the registered number 379 001 530 and having its principal
                                         office at Parc Club du Moulin à Vent, 33, avenue du Docteur Georges Lévy
                                         69200 VÉNISSIEUX (“CUSTOMER”).



 


This Product Schedule is
made effective as of [...] (the “Product Schedule Effective Date”) and shall continue in effect for a Term of sixty
(60) months with prolongation as set out in Article 18 of the Agreement. This Product Schedule is entered pursuant to, and is
subject to all of the terms and conditions contained in the Agreement. Together, this Product Schedule and the Agreement form
a binding agreement between the Parties in relation to the details set out in this Product Schedule.


 


This Product Schedule consists
of the following parts


 


		Part A	Product and Product Requirements



 


		Part B	Pricing and Payment



  


PART A: PRODUCT AND PRODUCT
REQUIREMENTS


 


		1.	Product



 


			[...]



 


		2.	Product Requirements



 


[refer to relevant PR in
the QAA]





 


		3.	Minimum lead time.

                                                                 

                                                                The minimum lead time
                                         for delivery of Product shall be at least four (4) months.




 


		4.	Applicable Law and Regulation, GMP, for the Product shall be [COUNTRY]







    	EXECUTION COPY	Page 16 of 19



    	 



    




PART B: PRICING AND PAYMENT


 


		1.	Price



 


		2.	Invoice address;



 


			_________________________________



 


			_________________________________



  


			_________________________________



 


			_________________________________



 


			_________________________________



 


		3.	Price Review Parameters



 


The price review shall take
into consideration volumes forecasted, verified changed costs for raw material and other material, labour costs and other manufacturing
costs. The purpose of the price revision is to change the Price according to the change in SUPPLIER’s manufacturing costs.


 


		4.	Compensation in case of CUSTOMER termination according to Article
                                         18.3



 


The compensation payable
under Section 18.3 will be;


 


		(a)	the Price for any stock of the Product not yet released and delivered
                                         to CUSTOMER; and



 


		(b)	the volumes of Product in progress;






 


		(c)	SUPPLIER’s direct costs for raw materials and other materials
                                         in SUPPLIER’s stock at the date of such termination and purchased for the use in
                                         the Supply of theProduct. The compensation under this sub-paragraph (b) is given provided
                                         that;



 


		(i)	the volumes of raw materials
                                         and other materials are within CUSTOMER's latest forecast;



 


		(ii)	the raw materials and other
                                         materials cannot reasonably be used for other purposes by SUPPLIER; and



 


		(iii)	CUSTOMER is entitled to
                                         collect such raw materials and other materials for its own use or sale, without additional
                                         charge.



 


This Product Schedule is
executed by the authorized representatives of the Parties as of the date first written above.


 




    	EXECUTION COPY	Page 17 of 19



    	 



    

 


IN WITNESS WHEREOF,
the Parties have executed this Product Schedule on the Product Schedule Effective Date.


 


	SIGNED for and on behalf of	 	SIGNED for and on behalf of
	 	 	 
	Recipharm [...]	 	[...]
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	Name: [NAME]	 	Name: [NAME]
	 	 	 
	Title: General Manager	 	Title: [TITLE]


 




    	EXECUTION COPY	Page 18 of 19



    	 



    

 


Exhibit 2 Quality Assurance
Agreement


 








    	EXECUTION COPY	Page 19 of 19