**Exhibit 10.1**

 

WHEREVER CONFIDENTIALINFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN ASTERISK), SUCHCONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

 

**AGREEMENT**

 

**BETWEEN**

 

**AMERSHAM HEALTH AS**

 

(Enterprise No. NO 914 829 674 MVA)

 

**AND**

 

**Organichem****Corporation**

 

 

**For Supply of :  ABA**

 

 

**CONFIDENTIAL TREATMENT REQUESTED**

 

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CONTENTS:

 
| **1**      | **DEFINITIONS**                                                                                                         | ** **                                 |
|------------|-------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 1.1        | THE TERM BUYER SHALL MEAN  AMERSHAM HEALTH AS                                                                           |                                       |
| 1.2        | THE TERM SELLER SHALL MEAN  ORGANICHEM CORPORATION                                                                      |                                       |
| 1.3        | THE TERM PRODUCT SHALL MEAN AMINOBISAMIDE  HCL (“ABA”) MEETING THE SPECIFICATIONS SET FORTH IN EXHIBIT A |                                       |
|       |                                                                                                                    |                                       |   |
| **2**      | **TERM AND TERMINATION**                                                                                                | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 2.1        | TERMINATION OF PRIOR  AGREEMENT                                                                                         |                                       |
| 2.2        | TERM                                                                                                                    |                                       |
| 2.3        | TERMINATION  OF AGREEMENT                                                                                               |                                       |
| 2.4        | EFFECT OF  TERMINATION                                                                                                  |                                       |
| 2.5        | SURVIVAL                                                                                                                |                                       |
|       |                                                                                                                    |                                       |   |
| **3**      | **PRODUCTS AND PRICES**                                                                                                 | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 3.1        | SPECIFICATIONS                                                                                                          |                                       |
| 3.2        | PRODUCTION SITE                                                                                                         |                                       |
| 3.3        | PRICES AND  QUANTITIES                                                                                                  |                                       |
| * *   | *3.3.1*                                                                                                                 | *Buyer’s  Obligation to Purchase*     | * * |
| * *   | *3.3.2*                                                                                                                 | *Independent  Audit*                       | * * |
| * *   | *3.3.3*                                                                                                                 | *Seller’s  Obligation to Manufacture* | * * |
| 3.4        | INFLATION  ADJUSTMENT                                                                                                   |                                       |
|       |                                                                                                                    |                                       |   |
| **4**      | **DELIVERY TERMS**                                                                                                      | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 4.1        | DELIVERY OF PRODUCTS                                                                                                    |                                       |
| 4.2        | REJECTIONS                                                                                                              |                                       |
| 4.3        | INSPECTION  AND REJECTION                                                                                               |                                       |
| 4.4        | QUALITY  ASSURANCE                                                                                                      |                                       |
|       |                                                                                                                    |                                       |   |
| **5**      | **TERMS OF PAYMENT**                                                                                                    | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| **6**      | **FORECASTS AND INVENTORY**                                                                                             | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 6.1        | FORECASTS                                                                                                               |                                       |
| 6.2        | SAFETY  INVENTORY                                                                                                       |                                       |
|       |                                                                                                                    |                                       |
| **7**      | **PACKAGING**                                                                                                           | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| **8**      | **TECHNICAL SUPPORT**                                                                                                   | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| **9**      | **MEETINGS AND REPORTING**                                                                                              | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 9.1        | MEETINGS                                                                                                                |                                       |
| 9.2        | REPORTING                                                                                                               |                                       |
|       |                                                                                                                    |                                       |   |
| **10**     | **INDEMNIFICATION**                                                                                                     | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 10.1       | INDEMNIFICATION  BY SELLER                                                                                              |                                       |
| 10.2       | INDEMNITY BY  BUYER                                                                                                     |                                       |
| 10.3       | ASSERTION OF  CLAIMS                                                                                                    |                                       |
|       |                                                                                                                    |                                       |   |
| **11**     | **WARRANTIES**                                                                                                          | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| **12**     | **GENERAL PROVISIONS**                                                                                                  | ** **                                 |
| ** ** | ** **                                                                                                              | ** **                                 | ** ** |
| 12.1       | ENTIRE  AGREEMENT                                                                                                       |                                       |
| 12.2       | WAIVERS                                                                                                                 |                                       |
| 12.3       | COMPLIANCE                                                                                                              |                                       |
|       |                                                                                                                    |                                       |   |
| **13**     | **CRISES MANAGMENT**                                                                                                    | ** **                                 |

 

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| 13.1       | COMMUNICATIONS                               |       |
|------------|----------------------------------------------|------------|
| 13.2       | BUSINESS CONTINGENCY PLAN  (“BCP”) |       |
|       |                                         |       |   |
| **14**     | **OTHER  TERMS**                             | ** ** |
| ** ** | ** **                                   | ** ** | ** ** |
| 14.1       | BUYER’S  PROPERTY                       |       |
| 14.2       | SELLER’S INFORMATION                    |       |
| 14.3       | BUYER’S INFORMATION                     |       |
| 14.4       | IMPORT/EXPORT COMPLIANCE                     |       |
| 14.5       | COUNTRY OF ORIGIN                            |       |
| 14.6       | CUSTOMS-TRADE PARTNERSHIP  AGAINST TERRORISM |       |
| 14.7       | HEALTH AND  SAFETY                           |       |
| 14.8       | AUDIT RIGHTS                                 |       |
| 14.9       | INTELLECTUAL PROPERTY                        |       |
| 14.10      | PUBLICITY                                    |       |
| 14.11      | INSURANCE                                    |       |
| 14.12      | DISPUTE RESOLUTION                           |       |
| 14.13      | GOVERNING LAW                                |       |
| 14.14      | LIMITATION OF DAMAGES                        |       |
| 14.15      | REMEDIES                                     |       |
| 14.16      | COUNTERPARTS                                 |       |
| 14.17      | RELATIONSHIP                                 |       |
| 14.18      | PUBLICITY                                    |       |
| 14.19      | SEVERABILITY                                 |       |
| 14.20      | ASSIGNMENT                                   |       |
| 14.21      | HEADINGS                                     |       |
| 14.22      | FORCE MAJEURE                                |       |
| 14.23      | CURRENCY                                     |       |
|       |                                         |       |
| **15**     | **SIGNATURE AND APPROVAL**                   | ** ** |

 

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THIS SUPPLY AGREEMENT, executedon August 31st. 2005 (the “Effective Date”) between AMERSHAM HEALTH AS, aNorwegian company (“Buyer”) and ORGANICHEMCORPORATION, a Delaware corporation (“Seller”).

 

RECITALS

 

WHEREAS, Buyer andSeller desire to terminate and replace the Product Supply Agreement dated December 21,1999 with a new agreement; and

 

WHEREAS, Buyerdesires to purchase and receive Product (as herein defined) from Seller;

 

WHEREAS, Selleragrees to manufacture, sell and deliver to Buyer the Product on the terms andconditions set forth in this Agreement; and

 

WHEREAS, Seller hasthe requisite experience and resources to manufacture and deliver the Product,

 

NOW, THEREFORE, inconsideration of the premises and the mutual agreements and covenants set forthin this Agreement, Buyer and Seller hereby agree as follows:

 

# **1**                 DEFINITIONS

# ** **

## **1.1**       The term Buyershall mean Amersham Health AS.

## ** **

## **1.2**       The term Sellershall mean Organichem Corporation.

## ** **

## **1.3**       The term Productshall mean Aminobisamide  HCl(“ABA”) meeting thespecifications set forth in Exhibit A.

## ** **

# **2**                 TERM AND TERMINATION

# ** **

## **2.1**       Terminationof Prior Agreement

## ** **

The Parties herebyagree to terminate the Product Supply Agreement between the Parties dated December 21,1999, effective immediately.  However,nothing in this Agreement shall affect the Asset Purchase Agreement dated December 17,1999 between the Parties.

 

## **2.2**       Term

## ** **

This Agreement is valid from January 1,2005 and will remain in effect until December 31, 2010 (the “Initial Term”)unless earlier terminated in accordance with Article 2.3.

 

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The parties agree to meet not later than June 30,2008 to discuss an extension of this Agreement.

 

## **2.3**       Termination of Agreement

## ** **

In addition to any right to terminate thisAgreement elsewhere provided herein, either party has the right to terminatethe Agreement with immediate effect in the following cases:

 

•      Ifthe other Party becomes insolvent, or enters into any arrangements orcomposition with creditors.

 

•      Ifthe other Party commits a material breach of any of the provisions in theAgreement and the breach is not remedied within 90 (ninety) days after writtennotice has been given.

 

## **2.4**       Effect of Termination

## ** **

Neither Party shall have any further obligationto the other, except for the obligations that by their own terms are to beperformed after the termination of this Agreement, and any obligations orliabilities arising prior to, or in connection with, such termination,including the right to damages for breach, Supplier’s obligation to fulfil anyorders for Product placed by Purchaser prior to such termination and Purchaser’sobligation to pay any unpaid invoices issued or to be issued by Supplier withrespect to orders placed by Purchaser prior to such termination.

 

Upon termination, Buyer shall be obligated topurchase from Seller any remaining inventory of Product, work in process and/orraw materials manufactured or purchased by Seller based on forecasts providedby Buyer.

 

Purchase of such remaining inventories shallbe, in the case of Product, at the price then in effect under the Agreement; inthe case of work in process, at a price prorated based on the percentagecompletion of the work in process; or, in the case of raw materials, at theprices paid by Organichem to its suppliers plus *percent.

 

**2.5  Survival**

## ** **

The obligations of the Parties under Articles10 and 12 hereof shall survive the termination of the Agreement.

 

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## **3**                 PRODUCTS AND PRICES

# ** **

**3.1  Specifications**

 

Product shall beproduced in accordance with product specifications approved by the Buyer andattached hereto as Exhibit A.

 

**3.2  Production Site**

 

Producer of theProduct in this Agreement shall be OrganichemCorporation, 33 Riverside Avenue, Rensselaer, NY12144, USA.  The production site may notbe changed without prior written consent of Buyer which consent shall beentirely Buyer’s decision.

 

**3.3  Pricesand Quantities**

 

The agreed prices and anticipated quantities inthe Agreement period are:

 
| **Year**           | ** ** | **2005** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** |
|--------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| **Vol. (MT)**      |       | *        |       | *        |       | *        |       | *        |       | *        |       | *        |       |
| **Price ($US/Kg)** |       | *        |       | *        |       | *        |       | *        |       | *        |       | *        |       |

 

The aforementioned prices shall remain ineffect unless the volume of Product sold in any calendar year varies by greaterthan * percent from the quantities shown in the table above. For quantities ofProduct purchased above the * percent threshold amount only, the prices shallbe adjusted as follows:

 
| **% of Forecast Volume** | ** ** | **Discount from Base Price  (%)** | ** ** |
|--------------------------|------------|-----------------------------------|------------|
| *                        |       | *                                 |       |
| *                        |       | *                                 |       |
| *                        |       | *                                 |       |

 

For example:  In 2006, if Amershampurchases *, the price for Product would be:    First *

 

Next   * MT *

Next   * MT *

Next    *MT *

 

For volumes less than * percent of those shownin the table above, the Parties shall negotiate in good faith a mutuallyacceptable price for such volumes.  In the event that the Parties cannotagree to an amended price for such lower volumes, the price shown in the tableshall remain in effect until such time that a new price is mutually agreed uponby the Parties.

 

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3.3.1                   Buyer’s Obligation to Purchase

 

The quantities shown in the table above are agood faith estimate of Buyer’s purchases from Seller for the term of theAgreement.  In order to accommodatepotential fluctuations in Buyer’s total annual requirement for Product, theparties agree to the following:

 

1) Declining Demand:  Buyer herebyagrees that it shall purchase * percent of Buyer’s total annual requirement forProduct during each calendar year of the Agreement or the amounts shown in thetable shown in Section 3.3 above whichever is less.

 

2) Increasing Demand:  Buyer shall beobliged to purchase from Seller a minimum of * percent of the differencebetween Buyer’s total annual demand and Buyer’s good faith forecast of itstotal annual demand as of the Effective Date up to a maximum of * percent ofthe amounts shown in Section 3.3 above. Such good faith forecast shall be prepared and sealed (the “SealedForecast”) and provided to the independent audit firm mutually agreed upon bythe Parties and operating in accordance with the procedures described in Section 3.3.2below.

 

3) Demand Above 120% of the Volumes in Section 3.3:  Buyer shall have the obligation to solicitfrom Seller and Seller shall have the right to submit a bid for any quantitiesBuyer purchases above one hundred twenty (120) percent of the quantities shownin Section 3.3 but Buyer shall be under no obligation to accept such bid.

 

3.3.2                         Independent Audit

 

The Parties may select an independent externalaudit firm to assist the Seller in verifying Buyer’s compliance with itsminimum purchase obligations hereunder.   Such audit firm must be acceptable to both parties and shall be a recognizedmajor audit firm. The independent auditor shall be bound by the terms of aconfidentiality agreement between itself and Buyer.  In any of the above circumstances, Sellershall have the right, upon prior written notice, to verify Buyer’s total annualdemand for Product by means of an audit of Buyer’s records.  Under any circumstance, the independent auditfirm shall disclose to Seller only whether Seller’s share of Buyer’s totalannual requirement and Buyer’s total purchases of Product from Seller areconsistent with the terms of this Agreement and, in the case that Buyer is notin compliance with its minimum purchase obligations, the extent to which it isnon-compliant.  The cost of such auditshall be borne by Seller unless it is determined as a result of such audit thatBuyer has failed to materially comply with its obligations hereunder.

 

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3.3.3                Seller’sObligation to Manufacture

 

Seller shall be required to manufacture up to *percent of the quantities shown in Section 3.3 or Buyer’s subsequent goodfaith forecasts provided that such forecasts are delivered to Seller inaccordance with the provisions of Section 6.1.  Notwithstanding the requirements of this Section 3.3.3,Seller shall make commercially reasonable efforts to accommodate Buyer’s requestsfor Product greater than * percent of Buyer’s forecast.  In the event that Seller is unable to supplyProduct in accordance with Buyer’s forecasts, Buyer shall be relieved of itsobligation to purchase as set forth in Section 3.3.1 only to the extentthat is required to meet Buyer’s needs in the current calendar year for Product that cannot be suppliedby Seller.

 

## **3.4**       Inflation Adjustment

## ** **

The prices shown in the tablein Section 3.3 shall be adjusted for inflation only in the event that theConsumer Price Index for Urban Consumer (“CPI”) issued by the Bureau of Labor Statistics, U.S. Department of Laborincreases or decreases by more than four (4) percent for the most recenttwelve (12) month period ended prior to the period for which pricing is beingdetermined for which such index is available. If such index is not available, a comparable index shall be mutuallyagreed upon by the Parties.  In the eventthat the price for Product is adjusted, such adjustment shall remain in effectfor all subsequent years under the Agreement. All prices are exclusive of all import duties and taxes including VAT.

 

# **4**                 DELIVERY TERMS

# ** **

## **4.1**       Delivery of Products

## ** **

The Products shall be delivered DDU (Incoterms 2000)  KristiansandNorway by common carrier specified by Supplier and reasonably satisfactory toBuyer.  Any risk of damage to or loss ordelay of Products shall pass to Buyer upon their delivery to the aforementionedDDU point. Supplier shall be responsible for obtaining all export licenses, permitsand approvals as may be required to export Product into Norway.

 

## **4.2**       Rejections

## ** **

BUYER HEREBY OBJECTS TO AND REJECTS THE PROVISIONS OFANY ACKNOWLEDGMENT, ORDER ACCEPTANCE OR INVOICE WHICH IS INCONSISTENT WITH ORIN ADDITION TO THE PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL BE THE COMPLETE ANDEXCLUSIVE

 

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CONTRACT BETWEEN THE PARTIES WITH RESPECT TO THEPRODUCTS AND MAY BE MODIFIED ONLY IN WRITING SIGNED BY THE PARTIESAUTHORIZED REPRESENTATIVE.  NO PRIORPROPOSALS, QUOTATIONS, STATEMENTS, FORECASTS, COURSE OF DEALING OR USAGE OFTRADE WILL BE PART OF THE CONTRACT BETWEEN THE PARTIES.

 

## **4.3**       Inspection and Rejection

## ** **

Products are subject to Buyer’s right of inspectionand rejection.  Buyer’s making of anypayment to Seller does not constitute Buyer’s acceptance of Products and Buyerreserves Buyer’s rights with respect to defects in Products.  Seller agrees to provide and maintaininspection and process control systems acceptable to Buyer with respect to themanufacture of Products, and Seller agrees to keep and make available completerecords of all of Seller’s inspection work and process control work for thelife of the Products as defined by the Buyer. Buyer may inspect the Products at any place of manufacture duringproduction without waiving Buyer’s right subsequently to reject or revokeacceptance for undiscovered or latent defects. Seller agrees to furnish, at Seller’s expense, facilities and assistancereasonably necessary to ensure the safety and convenience of Buyer’spersonnel.  Buyer’s failure to inspectand accept or reject Products will not relieve Seller from any of Seller’sobligations.  If any Products are foundat any time not to conform with the requirements of the Agreement (or anyapplicable samples, drawings or specifications), or to be defective in design,material or workmanship, Buyer may, at Buyer’s option and Seller’s expense,require Seller to inspect the Products, and remove, and replace non-conformingProducts with conforming Products.  IfSeller fails to do so on a timely basis, Buyer mayelect to take one or more of those actions and charge Seller for all suchcosts.  These rights are in addition toany other rights that Buyer may have under the Agreement or applicable law.

 

## **4.4**       Quality Assurance

## ** **

Seller shall apply, maintain and document a qualitysystem that complies with ISO or a comparable standard for guaranteeing thatthe Products comply with the agreed quality. The product shall be produced and tested in accordance with the QualityAgreement (Exhibit B).

 

# **5**                 TERMS OF PAYMENT

# ** **

The terms of payment are 30****days net afterdelivery to Kristiansand, Norway**.**

 

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# **6**                 FORECASTS AND INVENTORY

# ** **

## **6.1**       Forecasts

## ** **

Buyer shall provide to Seller a non-bindingannual forecast of its expected purchases of Product from Seller to be issuedon or before September 15th of each year under theAgreement.  Buyer shall update thisforecast at the beginning of each calendar quarter with a forecast of itsanticipated purchases of Product from Seller for the next twelve (12) months(Rolling Forecast).  Buyer shall submit abinding purchase order at least sixty (60) days in advance of any requestedshipment date.

 

## **6.2**       Safety Inventory

## ** **

Seller shall maintain at its own expense aninventory of Product equal to at least one month supply (1/12 of a year’svolume) of Product based on purchases made by Buyer in the preceding calendaryear. Upon termination of this Agreement, Buyer agrees to purchase any suchsafety inventory.

 

# **7**                 PACKAGING

# ** **

Product shall be packaged in accordance withthe packaging specifications shown in Exhibit C.  In the event that Buyer changes the packagingspecification, Buyer shall be responsible for any increase in cost associatedwith such change.  Any increase in costassociated with a change to the packaging specification shall be in addition tothe prices specified in Section 3.

 

# **8**                 TECHNICAL SUPPORT

# ** **

Upon notification to Supplier that Buyer has received a complaint orinquiry regarding the safety or efficacy of Product, Supplier shall, uponrequest of Buyer and within a reasonable period, consistent with its ownpolicies, supply Buyer with a chemical analysis of retained samples of any lotthat is subject of such complaint or inquiry. Supplier shall retain all records and samples with respect to theProduct in accordance with its own record retention policies.

 

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# **9**                 MEETINGS AND REPORTING

 

## **9.1**       Meetings

## ** **

Seller and Buyershall meet in person or by telephone conference at least once each year duringthe Term of the Agreement to review each Party’s performance hereunder.

 

## **9.2**       Reporting

## ** **

Communication withrespect to significant events, such as change in ownership or technicalproduction-related circumstances shall be conveyed as soon as possible. TheSeller shall prepare annual reports (product, amount and value) on totalamounts produced and delivered.  Suchreports shall be delivered to Buyer by January 31 of each year of theAgreement.  All such required reports andcommunication shall be at a minimum conveyed to the following representatives:

 
| Buyer:             |   | Seller:                 |
|--------------------|--------|-------------------------|
| Purchasing Manager |   | General Manager         |
| Amersham Health AS |   | Organichem  Corporation |
| Lindesnes Plant    |   | 33 Riverside Avenue     |
| Spangeried 4521    |   | Rensselaer, NY 12144    |
| Norway             |   | USA                     |

 

# **10**          INDEMNIFICATION

# ** **

## **10.1**     Indemnification bySeller

## ** **

Seller agrees to defend,indemnify and hold the Parties and Buyer’s customers harmless from and againstany and all claims (including without limitation claims for infringement ofintellectual property, breach of contract, death or injury to a person orinjury to property, or other tort claims), liabilities, damages (whether director indirect, incidental or consequential) and expenses (including court costsand attorneys’ fees) arising out of or relating to the breach by Seller of anycovenant, representation or warranty contained in this Agreement, or from anyact or omission of Seller or Seller’s agents, employees or subcontractors.  Buyer will notify Seller of any such claim,suit or proceeding and will assist Seller (at Seller’s expense) in the defenseof the same.

 

## **10.2**     Indemnityby Buyer

## ** **

Buyer will defend, indemnify and hold harmlessSeller, each affiliate of Seller, and their respective officers, directors andemployees against any Claim that may be brought, instituted or arise against orbe incurred by Seller or any such affiliate, officer, director or employee(including without limitation product liability claims) to the extent suchClaim is based on or arises out of the use or sale by Buyer of Productmanufactured by Seller, including, without limitation, any investigation by agovernment agency or any claim for

 

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personal injury or property damage asserted byany user of such Product; provided, however, that Buyer does not indemnify and holdharmless Seller, each affiliate of Seller, and their respective officers,directors and employees from any Claim to the extent such Claim is based on orarises out of Seller’s negligence, breach of this Agreement, wilful misconductin the manufacture, storage or shipment of the Product, or to the extent suchClaim is subject to Seller’s obligation to indemnify Buyer pursuant to Section 10.1hereof.

 

## **10.3**     Assertionof Claims

## ** **

Each indemnifiedParty agrees to give the indemnifying Party prompt written notice of any Claimor discovery of fact upon which such indemnified Party intends to base arequest for indemnification under Sections 10.1 or 10.2.

 

# **11**          WARRANTIES

# ** **

Seller represents andwarrants that the Products will:  (i) conform strictly to all express or impliedspecifications, drawings, plans, instructions, samples or otherdescriptions;  (ii) be fit andsufficient for the purpose(s) for which they were manufactured; and (iii) befree from defects in material and workmanship, whether latent orotherwise.  Seller represents andwarrants that neither the Products nor use of the Products will infringe anypatent, copyright, trade secret, trademark or other property right of a thirdparty.    Seller represents and warrantsthat any service Seller may provide will be performed in a competent manner andbe fit for any purpose for which Seller knows or has reasons to know Buyer orBuyer’s customers intend to use such service. Seller agrees that these warranties: (x) survive the inspection, acceptance and use of the Products by theParties and Buyer’s customers; (y) are for the benefit of the Buyer and Buyer’ssuccessors, and assigns; and (z) are in addition to any warranties and remediesto which Buyer may otherwise agree or which are provided by law.  Seller agrees to extend to Buyer (and toenforce) any warranties received from Seller’s suppliers.  Subject to the Quality Agreement, Seller warrants that all Productdelivered under this Agreement shall conform to the release specifications atthe time of delivery, and shall conform to the Specifications, that Sellershall employ cGMPs in the production of the Product;and that Seller shall comply with all other applicable statutes and regulationsin the manufacturing of the Product at the time of production (includingwithout limitation, those relating to the generation, storage, shipment anddisposal of waste).

 

# **12**          GENERAL PROVISIONS

# ** **

## **12.1**     EntireAgreement

## ** **

This Agreement (including the Exhibits A, B and C)constitutes the entire agreement between the Parties with respect to thematters set forth herein.

 

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## **12.2**     Waivers

## ** **

The failure of eitherParty to insist, in any one or more instances, upon the performance of any ofthe terms, covenants or conditions of this Agreement or to exercise any righthereunder, shall not be construed as a waiver or relinquishment of the future performance of anysuch term, covenant or conditions or the future exercise of such right, and theobligation of the other Party with respect to such future performance shallcontinue in full force and effect.  Noitem or provision of this Agreement may be altered, amended or waived except bya writing signed by both Parties expressly referring to this Agreement.

 

## **12.3**     Compliance

## ** **

a) Seller represents,warrants, certifies and covenants that Seller’s performance under thisAgreement will comply with all applicable national, European Union,state/provincial and local laws and regulations, including, without limitation,those prohibiting bribery or similar payments or practices, and those relatedto environmental protection, health and safety, and minority owned businesses,specifically including, 48 C.F.R. Sections 52.219-8and 52.219-9.  Seller further represents,warrants, certifies and covenants that: (i) Sellerand Seller’s suppliers will not use child, forced or prison labor, the labor ofpersons in violation of the minimum working age in the country of manufacture,or labor in violation of minimum wage, hour of service, or overtime laws in thecountry of manufacture or in any jurisdiction in which services are providedunder this Agreement in connection with the manufacture and supply of Products (ii) Sellerand Seller’s employees will not offer gifts, bribes, kickbacks, free travel orother cash or non-cash incentives to Buyer’s employees; (iii) Seller andSeller’s suppliers are in full compliance with the Immigration Reform ControlAct of 1986, as amended, including compliance with the Immigration andNaturalization Services’ I-9 regulations, and ( iv) Seller’s delivery of Products constitutes Seller’scertification that Seller has complied with all applicable requirements.

 

b) Seller furtherrepresents, warrants, certifies and covenants that Seller will take appropriateactions to provide a safe and healthy workplace and to protect localenvironmental quality in all of Seller’s activities.

 

c) Seller furtherrepresents, warrants, certifies and covenants that each chemical substanceconstituting or contained in goods sold or otherwise transferred to Buyerhereunder is on the list of chemical substances compiled and published by (a) theAdministrator of the Environmental Protection Agency pursuant to: the ToxicSubstances Control Act (15 USC Section 2601 etseq.) as amended; or (b) the European Inventory of Existing CommercialChemical Substances (EINECS) or the

 

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d) European List of NotifiedChemical Substances (ELINCS); or (c) anyequivalent lists in any other jurisdictions to which Buyer informs Seller thegoods will likely be shipped.

 

e) Seller furtherrepresents, warrants, certifies and covenants that none of the goods suppliedunder this Agreement contains any: (a) lead, mercury, cadmium, hexavalent chromium, polybrominatedbiphenyls (PBB), polybrominateddiphenyl ethers (PBDE) orany other hazardous substances the use of which is restricted under EU Directive 2002/95/EC (27 January 2003)(RoHS Directive), as amended (b) arsenic, asbestos,benzene, polychlorinated biphenyls (PCBs), or carbon tetrachloride (c) anychemical restricted under the Montreal Protocol on ozone-depleting substances;or (d) any other chemical the use of which is restricted in any otherjurisdictions to which Buyer informs Seller the goods are likely to be shipped;unless Buyer expressly agrees otherwise in writing as an addendum to thisAgreement.

 

f) Unless exempt, Sellerwill comply with the equal opportunity clause in 41 CFR60-1.4; the affirmative action clause regarding disabled veterans and veteransof the Vietnam Era in 41 CFR 60-250.4; theaffirmative action clause regarding handicapped workers in 41 CFR 60-741.4; any other provisions required by the Officeof Federal Contract Compliance Programs as set forth in 41 CFRChapter 60 the clauses relating to small businesses, small disadvantagedbusinesses and women-owned small businesses in 48 CFR52.219-9 and 52.219-13; Executive Order 11141 concerning age discrimination;and any other applicable Executive Orders. Executive Order 13201 Compliance: Seller also agrees to complywith the provisions of 29 CFR  part470.

 

g) If any goods or othermaterials sold or otherwise transferred to the Parties hereunder containhazardous materials, Seller shall provide all relevant information requiredpursuant to applicable requirements, such as the:  (a) Occupational Safety and Health Act (OSHA) regulations 29 CFR1910.1200, including a completed Material Safety Data Sheet (OSHA Form 20) and mandated labeling information; or (b) similarEU  MSDS/labeling requirements;or (c) any similar requirements in any other jurisdictions to which Buyerinforms Seller the goods are likely to be shipped.

 

h) As applicable and withoutlimiting the generality of the foregoing, Seller represents, warrants,certifies and covenants that the Products and their manufacture will complywith all applicable drug and medical device laws and regulations, includingregulations promulgated by the Food and Drug Administration (“FDA”), theNuclear Regulatory Commission (“NRC”), the good manufacturing practices as setforth in 21 CFR Part 820, and any other relevantstate and federal laws.

 

i) Seller furtherrepresents, warrants, certifies and covenants that Seller has established aneffective program to ensure that the activities of any suppliers Sellerutilizes to provide any goods or services that will be incorporated into thegoods supplied under this

 

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Agreement will be conductedin conformance with the above-stated warranties and representations.

 

j) From time to time, atBuyer’s request, Seller shall provide certificates to the Parties relating toany applicable legal requirements or to update any of the representations,warranties, certifications or covenants contained in this Agreement, suchcertificates to be in form and substance satisfactory to the Parties.

 

# **13**          CRISESMANAGMENT

# ** **

## **13.1**     Communications

## ** **

Seller must maintain theability to contact the Parties on a 24 hour a day, 7 day a week basis in orderto communicate and manage crisis situations that threaten to or interrupt theSupply Chain.  Likewise, Seller must beavailable if Buyer wishes to contact Seller on a 24/7 basis.  Means of communication may include, but arenot limited to, phone, mobile phone or pager and interaction via email and theInternet.

 

## **13.2**     Business Contingency Plan (“BCP”)

## ** **

At Buyer’s request, Sellermust share with the Parties a BCP that includesSeller’s plan for 24/7 communication with the Parties.  The BCP will alsoinclude basic information on Seller’s upstream Supply Chain.  For instance, this information will includewho Seller Tier 1 and Tier 2 suppliers are, where they are located and themeans of transportation for this Supply Chain.

 

# **14**          OTHER TERMS

# ** **

## **14.1**     Buyer’s Property

## ** **

All materials, technology,secrets or other proprietary information, and all intellectual property rightsin the foregoing, which Buyer furnishes to Seller, or which is developed oracquired at Buyer’s expense in the performance of work hereunder, shall beBuyer’s property.  Seller hereby assignsand agrees to assign to the Parties, and to cause Seller’s employees to assignto the Parties, in each case without additional compensation, all suchproperty.

 

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## **14.2**     Seller’s Information

## ** **

Unless expressly agreed inwriting to the contrary, any knowledge or information which Seller discloses tothe Parties will not be considered confidential or proprietary information, andBuyer may use it free from any restrictions. Seller acknowledges that Buyer will use and rely upon information Sellerfurnishes to the Parties and that Seller will indemnify and hold the Partiesharmless from any and all costs and damages suffered by the Parties as a resultof any inaccuracies in such information.

 

## **14.3**     Buyer’s Information

## ** **

Selleragrees to keep confidential any materials or information furnished by the Partiesto Seller.  Seller will not disclose oruse, directly or indirectly, such materials or information for any purposeother than the purposes of this Agreement. Seller will return to the Parties, at Seller’s expense, all suchmaterials and information upon completion of work, termination of thisAgreement or Buyer’s request.

 

## **14.4**     Import/Export Compliance

## ** **

Seller represents and warrants that Seller will complywith all applicable export laws, regulations and rules administered by theUnited States Customs Service, the Bureau of Industry and Security, and theFDA, as well as all other applicable federal, state or local laws, regulations,or requirements of the United States and any other nation.  Seller will also obtain all applicablepermits and licenses necessary to perform Seller’s obligations under thisAgreement, and upon Buyer’s request, Seller will provide the Parties withcopies of such permits and licenses.  Where Products contain the Parties’ components, Seller will also providethe Parties with details of the U.S. content value as a percentage of theProduct price upon Buyer’s request. Additionally, Seller will provide ECCN andHarmonized Tariff numbers assigned to Seller’s Products upon request.

 

## **14.5**     Country of Origin

## ** **

At Buyer’s request,Seller will state the country of origin on products, packaging or Sellerinvoices, and provide acceptable documentation establishing the country oforigin, including without limitation, certifications of origin for Productssubject to the NAFTA preferential duty provisions.

 

## **14.6**     Customs-Trade Partnership Against Terrorism

## ** **

Seller agrees that Seller will review the requirementsof the Customs-Trade Partnership Against Terrorism (“C-TPAT”) for Warehouses and Manufacturers, Licensed Customs

 

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Brokers, Air Carriers, Sea Carriers, Air FreightConsolidators, Ocean Transportation Intermediaries and NVOCC’s,and Rail Carriers, as applicable, and that within ninety (90) days Seller willdevelop and implement a plan to enhance security procedures (“SecurityImprovement Plan”) in accordance with the recommendations of the United StatesCustoms Service, as outlined inhttp://www.customs.gov/xp/cgov/import/commercial_enforcement/ctpat/, includingsuch modifications as may on occasion be prescribed by the United States CustomsService or by the Parties.  Seller agreesthat Seller will make reasonable efforts to become a member of C-TPAT in a timely manner if Seller is eligible to do so.

 

Within ninety (90)days after the execution of the Agreement, Seller shall:

 

(a) certify to the Parties in writing that Sellerhas completed Seller’s written Security Improvement Plan and that Seller hasput these procedures into place;

 

(b) upon Buyer’s request, provide a writtencopy of the Security Improvement Plan;

 

(c) maintain in a single location all manuals, reports andother records related to the Security Improvement Plan;

 

(d) identify an individual contact (name, title, location ande-mail/telephone/fax numbers) responsible for Seller’s facility, personnel, andshipment security measures; and

 

(e) inform the Parties of Seller’s C-TPAT membership status and Seller’s anticipated schedule forparticipation in C-TPAT.

 

Where Seller does not exercise control ofmanufacturing or transportation of goods destined for delivery to the Parties orBuyer’s customers in the UnitedStates, Seller agrees to communicate C-TPAT securityrecommendations to Seller’s suppliers and transportation providers and tocondition Seller’s relationship to those entities on their implementation ofsuch recommendations.

 

Upon advance notice by the Parties to Seller andduring Seller’s normal business hours, Seller shall make Seller’s facilityavailable for inspection by Buyer’s representatives for the purpose ofreviewing Seller’s compliance with the security recommendations of the UnitedStates Customs Service and with Seller’s written Security ImprovementPlan.  Each party shall bear its own costs in relation to suchinspection and review.  All other costsassociated with development and implementation of Seller’s Security ImprovementPlan and C-TPAT membership will be borne by Seller.

 

## **14.7**     Health and Safety

## ** **

Seller’s employees, agents and representativesvisiting any of Buyer’s sites shall be subject to such safety and securityregulations as may be in force on that site.  Seller shall ensure that all information held by or reasonably availableto Seller regarding anypotential hazards known or believed to exist in the transport, handling or useof the Products and/or performance of the services shall be received by theParties in writing prior to delivery of the Products and/or performance of theservices.  Seller is responsible

 

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where relevant for ensuring that tank containers andother transport equipment are carefully cleaned before filling or loading.

 

## **14.8**     Audit Rights

## ** **

At Buyer’s request, Seller will allow the Parties toaudit and to copy, if applicable, at Seller’s expense, any documents Seller hasrelating to the performance of Seller’s obligations under this Agreement orother applicable legal requirements. Additionally, at Buyer’s request, Seller will allow the Partiesreasonable access to the sites where the work under this Agreement is beingperformed in order to assess (1) work quality, (2) conformance toBuyer’s specifications, and (3) conformance with Seller’s representations,warranties, certifications and covenants under this Agreement.

 

## **14.9**     Intellectual Property

## ** **

No rights are grantedto Seller under any of Buyer’s patents, copyrights, trade secrets or otherproperty rights except as may be expressly agreed to by the Parties.  Seller will not use or incorporate intoProducts any intellectual property of others without their written permission.

 

## **14.10**                  Publicity

## ** **

Seller may not, without Buyer’s prior written consent,advertise or publish the fact that Buyer has contracted to purchase goods orservices from Seller, disclose information relating to this Agreement, or useBuyer’s name or trademarks, or the names or trademarks of any of Buyer’s affiliates or customers.  Disclosure of the other Party’s Informationshall not be prohibited if prior notice is given to the other Party and suchdisclosure is:  (a) compelledpursuant to a legal proceeding or (b) otherwise required by law.

 

## **14.11**                  Insurance

## ** **

Seller agrees to maintain such public liabilityinsurance (including without limitation workers compensation, employer’sliability, comprehensive general liability, product liability and propertydamage insurance) as will adequately protect the Parties in the event of any liability arising underthis Agreement and, upon Buyer’s request, Seller will provide the Parties withevidence of such insurance.

 

## **14.12**                  Dispute Resolution

## ** **

Any dispute, controversy or claim relating to thisAgreement (a “Dispute”) will be resolved first through good faith negotiationsbetween the Parties.  If the parties are

 

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unable to resolve the Dispute, either party maysubmit the Dispute for resolution by mediation pursuant to the Center forPublic Resources Model Procedure for Mediation of Business Disputes as then ineffect.  The mediation shall be conductedin New York City.  Mediation willcontinue for at least thirty (30) days unless the mediator chooses to withdrawsooner.  At the request of either party,the mediator will be asked to provide an evaluation of the Dispute and the parties’relative positions.  Each party shallbear its own costs of mediation effort. If the Dispute cannot be resolved through mediation, either party maycommence an action to resolve the Dispute in the Commercial Division of the NewYork State court in New York City, it being agreed that the parties submit tothe jurisdiction of that court.  THEPARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO TRIAL BY JURY.

 

## **14.13**                  Governing Law

## ** **

The parties expressly acknowledge that the laws of thestate of New York, except its conflict of law rules, will govern therelationship between the parties.

 

## **14.14**                  Limitation of Damages

## ** **

IN NO EVENT WILL BUYER BE LIABLE TO SELLER FOR ANYSPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITSAND LOST BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR RELATED TO THISAGREEMENT, AND WHETHER OR NOT BUYER HAVE BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.

 

## **14.15**                  Remedies

## ** **

The rights andremedies herein are cumulative and in addition to all other rights and remediesavailable at law or in equity.

## ** **

## **14.16**                  Counterparts

## ** **

This Agreement may beexecuted in any number of counterparts, each of which will be deemed anoriginal, but all of which together will constitute one and the same instrument**.**

 

## **14.17**                  Relationship

## ** **

Supplier is anindependent contractor engaged by Buyer for the provision of the Products.  Nothing in this Agreement shall constituteSeller as an employee, agent or general

 

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representative ofBuyer.  This Agreement shall notconstitute either Party as the legal representative or agent of the other, norshall either Party act as the legal representative or agent of the other, norshall either Party have the right or authority to assume, create or incur anyliability or any obligation of any kind, expressed or implied, against, or inthe name of or on behalf of, the other Party.

 

## **14.18**                  Publicity

## ** **

Neither Party shalluse the other’s name to refer to it directly or indirectly in an advertisement,news release or release to any professional or trade publicationwithout approval from such Party for such use or release which approval shallnot be unreasonably withheld.

 

## **14.19**                  Severability

## ** **

The invalidity orunenforceability of any particular provision of this Agreement shall not affectthe other provisions, and this Agreement shall be construed in all respects asif such invalid or unenforceable provision were omitted, except in cases wheresuch unenforceable provision is a basic prerequisite for any Party or bothParties to enter into this Agreement.

 

## **14.20**                  Assignment

## ** **

Neither Party mayassign its rights and obligations under this Agreement to any third partyexcept with the prior written consent of the other Party; provided, that Buyermay assign its rights and obligations pursuant to this Agreement to any personwho by merger, operation of law, asset purchase or otherwise, acquires Buyer’simaging business and agrees in writing with Seller to assume all Buyer’sobligations under, and to be bound by, this Agreement;  and provided further that either Party mayassign its rights and obligations hereunder to any of its affiliates uponthirty (30) days prior written notice to the other Party, providedthat the assigning Party shall remain jointly and severally liable with suchaffiliates for the performance of its obligation hereunder.  For purposes hereof, an “assignment” shallinclude any transaction or series of related transactions (including, withoutlimitation, any merger, sale of stock or other similar transaction) whereby theshareholder of a party immediately prior to such transaction owns 50% or lessof the voting capital stock of such party (or any resultant or successor party)immediately after such transaction or series of related transactions.

 

## **14.21**                  Headings

## ** **

The headings of thearticles and paragraphs used in the Agreement are included for convenience onlyand are not to be used in construing or interpreting this Agreement.

 

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## **14.22**                  Force Majeure

 

If either of theParties is impeded in fulfilling its undertakings in accordance with thisAgreement by forces beyond such Party’s reasonable control, such as, but notlimited to, plant wide labour conflict, lightning striking, acts of God, fire,war, mobilization or unforeseen military call-up of a largemagnitude, requisition, confiscation, commandeering, public decrees, riots,insurrections, general shortage of transport, goods or energy and faults ordelays in deliveries from sub-contractors or suppliers caused by anycircumstances referred to in this Article 14.22, the impediment shall beconsidered a Force Majeure and the Party shall beexempted from liability for delays due to such reasons, provided always that itnotifies the other Party thereof without undue delay after such circumstanceshave occurred.  Upon such notification,the Parties shall agree upon a reasonable extension of the delivery time, notto exceed the period of Force Majeure provided forherein.  Such other Party shall have theright to make alternative arrangements during the term of the Force Majeure, and after three (3) months, shall have theright to terminate the Agreement.

 

## **14.23**                  Currency

## ** **

The term “Dollars” or ($)shall refer to the Currency of the United States of America.

 

# **15**               SIGNATURE AND APPROVAL

# ** **

This Agreementhas been issued in two (2) copies, of which Buyer and Seller each keep onecopy.

 
| AMERSHAM  HEALTH AS |                        | ORGANICHEM CORPORATION |   |
|---------------------|-----------------------------|------------------------|--------|
|                |                        |                   |   |
|                |                        |                   |   |
|                |                        |                   |   |
| By                  | /s/ Olaf  Stalsberg    |                   | By     |   /s/  Thomas E. D’Ambra, Ph.D. |   |
|                |                        |                   |   |
| Title               |   Vice  President |                   | Title  |   Chief  Executive Officer |   |
|                     |                             |                        |        |  |  |  |  |

 

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**EXHIBIT A**

 

**AMINOBISAMIDE****HClSPECIFICATIONS**

 
| HPLC Analysis                 |   |
|-------------------------------|--------|
| Assay                         | *      |
| Mixed amide                   | *      |
| Nitrobisamide                 | *      |
| Thin Layer Chromatography     |   |
| Identification A              | *      |
| Estimated Total Inhomogeneity | *      |
| Color  of Solution            | *      |
|                          | *      |
|                          | *      |
| Loss on Drying*               | *      |
| Identification B              | *      |
| Assay                         | *      |
| Extraneous Material**         | *      |

 

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*Not to be performed on “Heel”

**Test not to be routinely performed

 

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**EXHIBIT B**

 

**QUALITY AGREEMENT**

 

To Follow

 

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**EXHIBIT C**

 

**AMINOBISAMIDE****PACKAGING SPECIFICATIONS**

 
| Unit of Issue           |   | At least one bag from each batch must contain 720.50  Kilograms &/or 687.5 Kilograms depending on customer requirements. |
|-------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                                              |
| Outer Container         |   | White Polypropylene Coated Bag,  40 x 41 x 47” #32000449                                                                     |
|                    |   |                                                                                                                              |
| Outer Container Closure |   | One Pull-tight Security Seal  #32000778; Tie Cord Bag Closure                                                                     |
|                    |   |                                                                                                                              |
| Liner                   |   | Not Applicable                                                                                                                    |
|                    |   |                                                                                                                              |
| Liner Closure           |   | Not Applicable                                                                                                                    |
|                    |   |                                                                                                                              |
| Labeling                |   | Intermediate                                                                                                                      |
|                    |   |                                                                                                                              |
| Caution Labelling       |   | Aminobisamide with English & Norwegian  Text                                                                             |
|                    |   |                                                                                                                              |
| Recommended Storage     |   | Warehouse Ambient                                                                                                                 |

 

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