Exhibit 10.11


  


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


SUPPLY AGREEMENT


 


This Supply Agreement (this “Agreement”)
entered into on the 1st day of January 2014, is made by and between


 


Parnell Manufacturing Pty Ltd a
company incorporated under the laws of Australia and having its registered office at Unit 4, 476 Gardeners Road, Alexandria, NSW
2015, Australia, (hereinafter referred to as “Parnell” which expression shall unless repugnant to the context
or meaning thereof, be deemed to mean and include its successors-in-interest and permitted assigns ) of the ONE PART,


 


And


 


PIRAMAL HEALTHCARE (UK) LIMITED,
a Company incorporated under the laws of England and having its registered office at Whalton Road, Morpeth, Northumberland NE61
3YA, UK, (hereinafter referred to as “Piramal” which expression shall unless repugnant to the context or meaning
thereof, be deemed to mean and include its successors-in-interest and permitted assigns) of the OTHER PART,


 


RECITAL


 


		A.	WHEREAS, Piramal is a pharmaceutical company carrying on business inter alia of development, manufacturing
and marketing of active pharmaceutical products in India and various other countries including the active pharmaceutical product
- Cloprostenol Sodium; and



 


		B.	WHEREAS, Parnell supplies approved veterinary pharmaceuticals containing the active pharmaceutical
ingredient - Cloprostenol Sodium, in many countries in the world;



 


		C.	WHEREAS, Parnell desires to purchase the Product (as defined herein) from Piramal and Piramal is
willing to manufacture and sell such Products to Parnell, upon the terms and conditions set forth herein.



 


NOW THEREFORE, IN CONSIDERATION OF THE
PROMISES AND MUTUAL COVENANTS CONTAINED HEREIN, AND THE OTHER GOOD AND VALUABLE CONSIDERATION MENTIONED HEREIN, THE SUFFICIENCY
OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


		1.	Definitions



 


		1.1	“Calendar Quarter” means a period of three (3) consecutive months, ending on
the last day of each March, June, September or December respectively.



 


		1.2	“Calendar Year” means the twelve (12) months period extending from January 1
to December 31 of each year. For avoidance of doubt, the first Calendar Year of this Agreement is from the date of execution
of this Agreement to December 31, 2014.



 




    	 



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		1.3	“Certificate of Analysis” shall mean a document, which is signed and dated by
a duly authorized representative of Piramal certifying that the Product conforms to the Product specifications as agreed between
the parties.



 


		1.4	“Confidential Information” shall have the meaning set forth in Clause 13.1.



 


		1.5	“Force Majeure Event” shall have the meaning set forth in Clause 17.1.



 


		1.6	“Governmental Authority” shall mean the Food and Drug Administration of the
United States of America, or any other counterpart or additional governmental or regulatory agencies responsible for applicable
Regulatory Approvals in any other country.



 


		1.7	“Party” means either Piramal or Parnell and “Parties” means
both Piramal and Parnell.



 


		1.8	“Price” shall have the meaning set forth Annexure B.



 


		1.9	“Product” means the bulk forms of the active pharmaceutical ingredient - Cloprostenol
Sodium, which meet the Specifications.



 


		1.10	“Regulatory Approval” means the approval by relevant Governmental Authority
to Parnell for the importation into, marketing, sale and distribution or use of the Products in the manufacture of the Finished
Product in the Territory.



 


		1.11	“Specifications” means the mutually agreed specifications relating to handling,
composition, testing, production, packaging, storage and shipping procedures and specifications for the Product which are set forth
in Annexure A.



 


		1.12	“Testing Laboratory” shall have the meaning set forth in Clause 5.4.



 


		1.13	“Territory” shall mean Worldwide.



 


		1.14	All references to (“$”) shall be deemed to refer to U.S. Dollars.



 


		2.	Manufacture and Supply of Product



 


		2.1	Subject to the terms of this Agreement, Piramal agrees to supply the Products to Parnell, during
the term of this Agreement, in accordance with the Specifications set out in Annexure A of this Agreement.



 


		2.2	Piramal shall cause the Products to be manufactured in accordance with all due care, diligence
and skill.



 




    	2



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		2.3	The Products shall be dispatched as per the quality and scheduling requirements of Parnell and
must be sent along with their batch number accompanied with the Certificate of Analysis.



 


		2.4	Purchase of the Product



 


		2.4.1	Piramal will supply to Parnell the committed quantities based on submitted purchase orders as per
the schedule dates agreed in accordance to this Agreement.



 


		2.4.2	Parnell agrees to purchase a minimum quantity of at least 1500gms in each Calendar Year of the
Term.



 


		2.4.3	In the event the quantity of Products order in any given Calendar Year exceeds 5000gms, then Piramal
shall accept such purchase order only on best effort basis, considering its manufacturing capacity and capability. ***of purchase
orders *** in any given Calendar Year ***of this Agreement. Further deliveries of all such excess quantities of the Product shall
be on ***.



 


		3.	Forecasts and Orders



 


		3.1	Parnell shall provide Piramal with a *** showing their requirements for Product for *** (“Forecast
Schedule”). The Forecast Schedule shall be ***. The first such Forecast Schedule shall be *** and thereafter ***. The
Products shall be supplied by Piramal *** from Parnell and ***.



 


		3.2	Parnell shall submit *** purchase orders at the ***which shall consist of ***. Upon the date of
this Agreement, Parnell shall *** and thereafter on th***. For the avoidance of doubt, such schedule of purchase order submissions
is to provide Piramal with ***.



 


		3.3	All purchase orders shall specify the quantity of the Product ordered, the destination to which
the Product is to be delivered and the date and manner of delivery (including the carrier to be used). All purchase orders would
be *** payment terms ***.



 


		3.4	Purchase orders will be made on such form of documentation as Piramal and Parnell agree from time
to time, provided that the terms and conditions of this Agreement will be controlling over any terms and conditions included in
any purchase order form used in ordering the Product.



 


		3.5	Any term or condition of such purchase order form that is in addition to, different from or contrary
to the terms and conditions of this Agreement will be void, unless the Parties otherwise agree by a separate written agreement.
Notwithstanding anything abovementioned.



 




    	3



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		3.6	Each purchase order will be accepted by Piramal ***, and will constitute a separate binding contract
between the Parties for the delivery by Piramal, and the purchase by Parnell, of the Product quantity specified in the purchase
order, on the terms and conditions set out in this Agreement. However, in the event that a purchase order is for a quantity of
Product ***, the parties may negotiate in good faith ***for the purchase order in the event ***. Such negotiation must be concluded
***from the ***of the purchase order by Parnell.



 


		4.	Delivery



 


		4.1	Piramal shall deliver the Product to Parnell in accordance with the packaging/ delivery specifications,
as described in the purchase order.



 


		4.2	Delivery shall be made utilizing a carrier the Parties have mutually agreed upon and provided for
in the purchase order.



 


		4.3	Risk in the Products shall pass to ***to the ***.



 


		4.4	Deliveries are allowed to be up to ***and up to ***, the ‘Delivery Time Period’.



 


		4.5	Late delivery by Piramal of a valid and binding purchase order beyond the Delivery Time period,
due to issues within the direct control of Piramal, ***of the ***of the ***, which will be credited as an adjustment to the Invoice
for such late delivered order by the Parties or paid by Piramal as agreed between the Parties.



 


		4.6	For the purpose of this Agreement, Parnell hereby agrees to order ***of the Product up to ***.



 


		5.	Procedure for Rejection of Product



 


		5.1	In the event that Parnell determines, within ten (10) business days after delivery of Products
by Piramal that any Products supplied by Piramal does not conform to the Specifications, Parnell shall promptly give Piramal notice
in writing thereof including a sample of such Product. If no issue is raised within the ten (10) business day period after delivery,
the batch of Products shall be considered accepted and Piramal shall not be liable for any Product related issues.



 


		5.2	Piramal shall undertake appropriate evaluation of such rejected sample and shall notify Parnell
whether it has confirmed such non-conformity within ten (10) business days after receipt of such notice from Parnell.



 


		5.3	If Piramal notifies Parnell that it has not confirmed such non-conformity, the Parties shall submit
the dispute to an independent testing laboratory or other appropriate expert mutually acceptable to the Parties (the “Testing
Laboratory”) for evaluation.



 




    	4



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		5.4	Both Parties shall cooperate with the Testing Laboratory’s reasonable requests for assistance
in connection with its evaluation hereunder. The findings of the Testing Laboratory shall be binding on the Parties, absent manifest
error. The expenses of the Testing Laboratory shall be borne by Piramal if the Testing Laboratory confirms the non-conformity and
otherwise by Parnell.



 


		5.5	If the Testing Laboratory or Piramal confirms that a delivery of Products does not conform to the
Specifications, Parnell may at its option, require Piramal to supply Parnell with a conforming quantity of Product at Piramal’s
expense within thirty (30) days.



 


		6.	Purchase Price and Payment



 


		6.1	The Purchase Price of the delivery of the Products from Piramal to Parnell shall be as set forth
in Annexure B and shall be accordingly specified in the purchase orders.



 


		6.2	Payment shall be made by Parnell to Piramal by *** in respect of each delivery ***



 


		6.3	In the event of delay in payments of more than ***, Piramal shall thereupon be entitled to ***
on the ***.



 


		6.4	Both Parties shall be entitled to review and revise the Price of the Products in good faith after
completion of two (2) Calendar Years of the Term, or in light of the currency fluctuation of the US dollar of more than 10% vs
base rate in this agreement of $1.60 = £1.



 


		7.	Quality of the Products



 


		7.1	Piramal shall perform, or cause to be performed, the tests required to be performed by Piramal
pursuant to the Specifications on each batch of Products manufactured pursuant to this Agreement before delivery to Parnell, including,
without limitation, release testing.



 


		7.2	Each test report shall set forth the items tested, Specifications, and test results in a Certificate
of Analysis for each batch of the Product delivered to Parnell.



 


		8.	Warranties & Indemnification



 


		8.1	Each of Piramal and Parnell represents and warrants to the other as follows:



 


		8.1.1	It has full corporate power and authority to enter into this Agreement and consummate the transactions
contemplated hereby.



 


		8.1.2	It has or shall have such permits, licenses and authorizations of governmental or regulatory authorities
as are necessary to own its respective properties, conduct its business and consummate the transactions contemplated hereby.



 




    	5



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		8.2	Piramal covenants, represents and warrants to Parnell as follows:



 


		8.2.1	Piramal hereby agrees to always supply out of its approved facility the product supplied to Parnell.



 


		8.2.2	The Products shall conform to the Specifications and shall always be supplied from its approved
facility.



 


		8.2.3	During the Term of this Agreement, Piramal shall refrain from making major changes to the DMF or
the Specifications of the Products without the prior written approval from Parnell.



 


		8.2.4	Piramal’s facility has obtained and will maintain all necessary and applicable approvals
like from the Regulatory Authorities.



 


		8.2.5	Piramal shall indemnify, defend and hold harmless Parnell and its respective directors, officers,
agents and employees from and against any and all losses, liabilities, claims, damages, penalties, fines, costs and expenses (including
reasonable legal fees) and other litigation costs regardless the outcome and expenses arising out of or resulting from any third
party claims made or suits brought against Parnell which arise or result from or caused by i) Piramal’s breach of its
representations, warranties or agreements set forth in this Agreement, or ii) Piramal’s negligence or willful misconduct
in the performance of this Agreement; except in each case to the extent caused by Parnell’s negligence or willful misconduct
or breach of this Agreement.



 


		8.3	Parnell represents and warrants to Piramal as follows:



 


		8.3.1	Parnell agrees not to misuse the Products in any manner.



 


		8.3.2	Parnell shall indemnify defend and hold harmless Piramal and its affiliates and their respective
directors, officers, agents and employees from and any and all losses, liabilities, claims, damages, penalties, fines, costs and
expenses (including reasonable legal fees) and other litigation costs regardless the outcome and expenses arising out of or
resulting from any third party claims made or suits brought against Piramal which arise or result from or caused by i) Parnell’s
breach of its representations, warranties or agreements set forth in this Agreement, or ii) Parnell’s consequent use
of the Products where such use gives rise to third party claims that are not related to the quality of the cloprostenol sodium
supplied by Piramal to Parnell or Parnell’s negligence or willful misconduct in the performance of this Agreement; except
in each case to the extent caused by Piramal’s negligence or willful misconduct or breach of this Agreement,



 




    	6



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

 


 


 


		8.3.3	Parnell shall ensure that the warehouse, where the Products are stored, is kept and maintained
is in good proper conditions for the purpose of storing the Products.



 


		8.3.4	Parnell represents and warrants to refrain from any representation, guarantee or warranty concerning
Products except as expressly authorized in writing by Piramal.



 


		8.4	This Clause 8 and the obligations contained herein shall survive termination of this Agreement
for any reason whatsoever.



 


		8.5	The indemnified Party shall give the indemnifying party prompt written notice (an “Indemnification
Claim Notice”) of any losses or discovery of facts upon which such indemnified Party intends to base a request for indemnification.



 


		8.5.1	Each indemnification claim notice must contain a description of the claim and the nature and amount
of such loss (to the extent that the nature and amount of such loss are known at such time).



 


		8.5.2	At its option, the indemnifying Party may assume the defense of any losses by giving written notice
to the indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an Indemnification Claim Notice.



 


		8.5.3	If the indemnifying Party chooses to defend or prosecute any loss, the indemnified Party shall
cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses
and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith
at the cost and expense of indemnifying Party.



 


		8.5.4	However in the event that indemnifying Party does not assume the defense or settlement of the claim
within a reasonable time (in any case not to exceed 30 days) following receipt of Indemnification Claim Notice by indemnified Party,
indemnified Party shall be entitled to handle such defense and/or settlement independently and indemnifying Party shall indemnify
indemnified Party for all losses involved,



 


		8.5.5	The indemnified Party will not act against the interest of the indemnifier.



 


		8.5.6	Neither Party shall be deemed to make any representations or warranties, whether express or implied,
except as specifically set forth herein.



 


		9.	Insurance



 


		9.1	t all times while this Agreement is in effect and for such period of time thereafter after the
last batch of the Product is manufactured by Piramal under a Purchase Order both the parties shall at their cost and expense obtain
and keep in force such policies of Insurance as are necessary for the conduct of their business.



 




    	7



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		9.2	To satisfy the provisions hereof, each Party shall supply to the other upon written request a certificates)
of insurance issued by its insurance brokers or insurers.



 


		10.	Confidentiality



 


		10.1	The information contained in this Agreement and any other confidential or proprietary information
provided by Piramal to Parnell or provided by Parnell to Piramal shall be deemed confidential information (hereinafter the “Confidential
Information”) of the Party providing such information (“Disclosing Party”) and such Confidential Information
shall mean and include all proprietary information (whether or not patentable or copyrightable, and whether or not currently patented
or copyrighted) related to the Products including but not limited to any data, specifications, formulae, methods, technology, trade
secrets, know-how, designs, Product samples, Product formulations, prototypes, processes, methods, materials, analyses, manufacturing
techniques, pricing, DMF, Product dossier, impurities, clinical data, reports, test results, working standards, reference standards,
test methods or procedures, method validation documents or data, supporting information/documents, letters of access, marketing
and financial information. All information disclosed whether in tangible or intangible form, such as electronically, orally or
by visual inspection, shall be considered confidential provided the Disclosing Party identifies the same as being confidential
at the time of disclosure, and confirms in writing the fact and the general nature of the disclosure within one (1) month after
it is made.



 


		10.2	The Party receiving Confidential Information (hereinafter the “Receiving Party”)
agrees that:



 


		10.2.1	It will not disclose to any third party or use any Confidential Information disclosed to it by
the Disclosing Party except as expressly permitted by the Disclosing Party in this Agreement;



 


		10.2.2	It will take all reasonable measures to maintain the confidentiality of all Confidential Information
of the Disclosing Party in its possession or control, which measures will in no event be less than the measures it uses to maintain
the confidentiality of its own information of similar type and importance;



 


		10.2.3	It shall on expiry or termination of this Agreement or at any time prior to such completion at
the desire of Disclosing Party return or destroy all documents, memoranda, notes and other writings whatsoever prepared by it which
contains the Confidential Information;



 


		10.2.4	It shall not copy or reverse engineer any or all of the Confidential Information for any purpose.



 




    	8



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		10.3	Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the
Disclosing Party:



 


		10.3.1	To the extent required by a court of competent jurisdiction or other Governmental Authority or
otherwise as required by law provided it has given prompt advance notice of such request to the Disclosing party, so that the Disclosing
party may seek an appropriate protective order or other appropriate steps to protect its Confidential Information or



 


		10.3.2	On a “need-to-know” basis to its legal counsel, officers, employees, affiliates, accountants,
banks and other financing sources and their advisors (the “Representatives”) who are bound by a confidentiality
agreement which covers in principal the terms of this Agreement and is no less restrictive than the terms of this Agreement. The
Receiving Party shall be responsible for any breach of this Agreement by their Representatives.



 


		10.4	The Receiving Party acknowledges that in the event of a breach or threatened breach of this clause
by such Party, no adequate remedy exists at law for the Disclosing Party and agrees that, in addition to any remedy available at
law, the Disclosing Party shall be entitled to injunctive relief to prevent the breach or threatened breach of any of the provisions
of this Agreement.



 


		10.5	The Receiving Party shall not be obligated to hold in confidence any information that it can demonstrate:



 


		10.5.1	At the time of disclosure is available to the public; or



 


		10.5.2	After disclosure becomes available to the public through no fault of the Receiving Party, provided
that the obligation of the Receiving Party shall cease only after the date on which such information has become available to the
public; or-



 


		10.5.3	The Receiving Party can demonstrate through contemporary tangible evidence was in its possession
before receipt from the Disclosing Party; or



 


		10.5.4	Is disclosed to the Receiving Party without restriction on disclosure by a third party who has
the lawful right to disclose such information; or



 


		10.5.5	Is independently developed by the Receiving Party without benefit of the Confidential Information,
provided that such independent development is provable by written records.



 


		10.6	The confidentiality obligations herein shall survive for a period of five (5) years from effective
date of the termination or expiration of this Agreement.



 




    	9



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    




 


		11.	TERMINATION



 


		11.1	Either Party shall be entitled to terminate this Agreement with immediate effect by giving notice
of termination to the other Party only upon any material breach of this Agreement by the other Party which is not remedied within
*** from written notification thereof; or if other Party have made a material misrepresentation of any representation or warranty
contained herein;



 


		11.2	Either Party may terminate this Agreement if the other Party becomes insolvent, makes or has made
an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on
behalf of or against such Party (except for involuntary bankruptcies which are dismissed within thirty (30) days, or has a receiver
or trustee appointed for substantially all of its property.



 


		11.3	In the event of a Force Majeure Event affecting the performance by one Party of its obligations
under this Agreement continues for a period exceeding 3 (three) months, the other Party may terminate this Agreement.



 


		11.4	Either Party may terminate the Agreement without reason by providing a notice of  twelve
                                                                (12) months to                                                                 the other party, without prejudice to the
                                                                rights                                                                 accrued prior to such termination.



 


		11.5	In case of termination by Piramal, Piramal agrees to ensure the fulfillment of all the commitments
based on confirmed purchase orders which are already executed by the Parties for manufacturing prior to the date of termination
of this Agreement.



 


		11.6	In case of termination otherwise for any reason under the clause 13, Parnell undertakes to pay
for all confirmed purchase orders of the Products placed with Piramal and being executed by the Parties for manufacturing prior
to the date of termination of this Agreement.



 


		12.	Term



 


		12.1	This Agreement shall become effective on the 1st January, 2014 (the “Effective Date”).



 


		12.2	The term of this Agreement shall commence on the Effective Date and shall continue for a period
of four (4) years (“Term”). The parties may mutually agree to extend/renew this Agreement on new terms and conditions
for the renewal with such negotiations to commence at least three (3) months before the expiry of the term.



 


		13.	Effect of Termination



 


		13.1	The expiration or termination of this Agreement shall be without prejudice to any rights or obligations
of the Parties that may have accrued prior to such termination.



 




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    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		13.2	Except as otherwise expressly provided herein, termination of this Agreement in accordance with
the provisions hereof shall not limit remedies that may otherwise be available in law or equity,



 


		13.3	Termination of this Agreement shall not relieve Parnell of the obligation to pay to Piramal each
outstanding invoice (relating to a purchase order placed pursuant to this Agreement) which has been issued either before or after
the termination of the Agreement, and which is payable either before or after the termination date of this Agreement.



 


		13.4	Except for those clauses clearly stipulated herein, neither Party shall be entitled to claim for
any compensation or damages resulting from the expiration or termination of this Agreement according to the provisions hereof,
but the expiration or termination of this Agreement shall not affect any rights and/or obligations of either Party which shall
have accrued according to the provisions hereof prior to the expiration or termination date.



 


		14.	Force Majeure



 


		14.1	Neither Party shall be liable to the other for any delay or failure of performance resulting from
any circumstance beyond the reasonable control of such Party (a “Force Majeure Event”), including without limitation:
fire, storm, flood, act of God, war, earthquake, explosion, sabotage, epidemic, quarantine restrictions, embargo, expropriation,
strikes or other labor trouble, compliance with law, failure of the usual means of transportation, or shortage of fuel and/or energy,



 


		15.	Limitation of Liability



 


		15.1	NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE.
FURTHER, NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL IN NO CASE EXCEED $250,000.



 


		16.	Miscellaneous



 


		16.1	Severability



 


		16.1.1	It is the intent of the Parties to this Agreement that the terms and conditions hereof shall be
enforceable to the fullest extent permitted by law.



 


		16.1.2	If any provision of this Agreement or the application thereof to any circumstance or person shall
be construed by a court to be invalid or unenforceable in whole or in part, then such provision shall be construed in a manner
so as to permit its enforceability to the fullest extent permitted by law.



 




    	11



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		16.1.3	In any case, the remaining provisions of this Agreement or the application thereof to any person
or circumstance, other than those to which they have been held invalid or unenforceable, shall remain in full force and effect.



 


		16.2	Governing Law and Dispute Resolution



 


		16.2.1	This Agreement shall be governed and construed in accordance with the laws of State of New York.
Any dispute or controversy arising out of or in connection with this Agreement including any question regarding its existence,
validity or termination which cannot be settled amicably by and between the Parties, the parties shall be free to have legal recourse.



 


		16.2.2	The parties agree to the exclusive jurisdiction of the Courts of State of New York without regard
to the conflict of law principles thereof.



 


		16.3	Notices



 


		16.3.1	All notices required hereunder shall be given in writing in the English language and addressed
or delivered to the representative(s) specified in this Agreement. Notices shall be deemed received (a) upon delivery, when personally
delivered; (b) upon receipt, when sent via registered or certified mail; (c) the next business day, when sent via overnight courier
and (d) upon transmittal, when sent via facsimile or email.



 


		16.3.2	Notices submitted hereunder shall be directed to the following individuals:



 


		Notices to PIRAMAL:	Attn:






 


		Notices to Parnell:	Attn: ______________

___________________

___________________

___________________

___________________

___________________



 


		16.4	Entire Agreement



 


		16.4.1	This Agreement and the annexures hereto constitute the sole and entire agreement between Parnell
and Piramal regarding the subject matter hereof, and supersede any and all previous contracts, agreements and understandings between
the Parties hereto, whether oral or written, relating to the subject matter hereof.



 


		16.4.2	This Agreement shall not be modified or amended except by an instrument in writing signed by the
Parties hereto.



 




    	12



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


		16.5	Waiver



 


		16.5.1	Failure of either Party to enforce at any time any of the provisions of this Agreement, irrespective
of any previous action or proceeding taken by it, shall in no way constitute a waiver of such provisions, affect the validity of
this Agreement; or preclude or prejudice the Party from exercising the same or any other rights it may have under this Agreement.



 


		16.6	Independent Contractor



 


		16.6.1	The Parties to this Agreement are independent contractors.



 


		16.6.1	Nothing contained in this Agreement shall be construed to place the Parties in the relationship
of employer and employee, partners, principal and agent or a joint venture.



 


		16.6.1	Neither Party shall have the power to bind or obligate the other Party nor shall either Party hold
itself out as having such authority.



 


		16.7	Binding Effect; Assignment



 


		16.7.1	This Agreement shall be binding upon and inure to the benefit of Parnell and Piramal and their
respective successors and permitted assigns.



 


		16.7.2	This Agreement may not be assigned by either Party without the prior notification to the other
Party.



 


		16.8	No Third Party Beneficiaries



 


		16.8.1	This Agreement is not intended to confer upon any non-party rights or remedies hereunder, except
as may be received or created as part of a valid assignment.



 


		16.9	No Set-off Rights



 


		16.9.1	This Agreement does not confer upon either Party any right to set-off any amounts payable against
obligations occurring under different purchase orders, except to the limited extent of late deliveries as provided under Clause
4.5 hereinabove.



 


		16.10	Headings



 


		16.10.1	All headings and captions contained in this Agreement are for convenience only and shall not affect
the construction or interpretation of any provision herein.



 




    	13



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

 


		16.11	Further Assurances



 


		16.11.1	Each of the Parties agrees to duly execute and deliver, or cause to be duly executed and delivered,
such further instruments and do and cause to be done such further acts and things, including the filing of such additional assignments,
agreements, documents, and instruments, that may be necessary or as the other Party hereto may at any time and from time to time
reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better
assure and confirm unto such other Party its rights and remedies under, this Agreement.



 


		16.12	Counterparts



 


		16.12.1	This Agreement may be signed in counterparts, each and every one of which shall be deemed an original.
Facsimile signatures shall be treated as original signatures.



 




    	14



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


  


IN WITNESS WHEREOF, the Parties have duly
executed this Supply Agreement as on the date written hereinabove.


 


	PARNELL MANUFACTURING PTY LTD	 	PIRAMAL HEALTHCARE (UK) LIMITED
	 	 	 	 	 
	By:	/s/ Brad McCarthy	 	By:	/s/ Chris M. Leahy
	 	 	 
	Name:   Brad McCarthy	 	Name:  Chris M. Leahy
	Title: CFO/COO	 	Title:    Finance Director


 




    	 



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


Annexure A


 


PRODUCT SPECIFICATIONS


 


	1.	Product name	Dl Cloprostenol Sodium
	 	 	 
	2.	US DMF Number	***


 




    	 



    	CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

  


Annexure B


 


PRODUCT PRICE


 


	Product	dl Cloprostenol Sodium
	 	 
	Minimum Annual Volume	1500 Grams
	 	 
	Price	***
	 	 
	***	***