Unassociated Document


    Exhibit
10.04

    


    COMVITA
NEW ZEALAND LIMITED

     

    DERMA
SCIENCES, INC

     

    _______________________________________________

    


    MEDICAL
HONEY SUPPLY AGREEMENT

    _______________________________________________



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AGREEMENT dated February 23,
2010

    


    PARTIES

     

    COMVITA NEW ZEALAND LIMITED,
of Paengaroa, New Zealand (“Comvita”)

     

    DERMA SCIENCES, INC, of
Princeton, New Jersey, United States of America (“Derma Sciences”)


     

    INTRODUCTION

     

    
      	
              A.

            	
              Comvita
      supplies Medical Honey.

            


    

     

    
      	
              B.

            	
              Derma
      Sciences wishes Comvita to supply Medical Honey to Derma
      Sciences.

            


    

     

    
      	
              C.

            	
              Comvita
      has agreed to supply Medical Honey to Derma Sciences on the terms and
      conditions set out below.

            


    

     

    AGREEMENT

     

    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions:  In
      this Agreement, including the Introduction, unless the context otherwise
      requires, the following terms will have the following
      meanings:

            


    

     

    “Agreement” means this
agreement and the attached Schedule;

     

    “Business Day” means a day,
excluding Saturdays, Sundays, statutory public holidays or any day in the period
starting on 24 December and ending on 5 January, on which banks are open for
ordinary over-the-counter business in either Tauranga, New Zealand or New
Jersey, United States of America;

     

    “Commencement Date” means the
date of signing of this Agreement by both parties;

     

    “Confidentiality Agreement”
means the agreement entered into between the parties and entitled
“Confidentiality Agreement” and dated on or about the Commencement
Date;

     

    “Confidential Information”
means all information of any kind, whether in tangible or documentary form, and
whether marked or identified as being confidential, relating to the Disclosing
Party or its business affairs and includes information relating to any
of:

     

    
      	
               
      

            	
              (a)

            	
              the
      business operations, business strategies, marketing plans and technologies
      of the Disclosing Party; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      terms of this Agreement;

            


    

     

    “Cost of Production” means the
cost of direct materials, direct labour and any other expenses directly related
(and fairly allocated based on actual value added or percentage contribution
(whichever is lower)) to the manufacturing cost of the relevant product, along
with a reasonable and systematic allocation of fixed and variable production
overheads;

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                1

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Disclosing Party” means the
party to whom or to whose business affairs the Confidential Information
relates;

     

    “FOB” means Free on Board, and
has the meaning given to that term as set out in Incoterms 2000;

     

    “Force Majeure” has the
meaning given to that term in clause 11.1;

     

    “Incoterms 2000” means the
International Chamber of Commerce official rules for the interpretation of trade
terms, which came into force on 1 January 2000, as amended or revised from time
to time;

     

    “Licence Agreement” means the
agreement entered into between the parties and entitled “Licence Agreement” and
dated on or about the date of this Agreement;

     

    “Licensed Products” has the
meaning given to that term in the Licence Agreement;

     

    “Manufacturing Agreement”
means the agreement entered into between the parties and entitled
“Manufacturing Agreement” and dated on or about the date of this
Agreement;

     

    “Medical Honey” means honey
being to the specifications set out in the Schedule, or such other
specifications as the parties may agree in writing;

     

    “Notice” has the meaning given
to that term in clause 11.7(a);

     

    “OTC Products” has the meaning
given to that term in the Manufacturing Agreement;

     

    “OTC Store” has the meaning
given to that term in the Manufacturing Agreement;

     

    “Recipient” means the party
receiving Confidential Information under this Agreement; and

     

    “Restraint Agreement” means
the agreement entered into between the parties and entitled “Restraint
Agreement” and dated on or about the date of this Agreement.

     

    
      	
              1.2

            	
              Interpretation:  In
      this Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              headings
      are used for convenience only and will not affect its
      interpretation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              references
      to the singular include the plural and vice
  versa;

            


    

     

    
      	
               
      

            	
              (c)

            	
              references
      to a party include that party’s successors, executors, administrators and
      permitted assignees (as the case may
be);

            


    

     

    
      	
               
      

            	
              (d)

            	
              references
      to clauses and the Schedule are to those clauses and the Schedule in this
      Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              where
      a word or phrase is defined, its other grammatical forms have a
      corresponding meaning;

            


    

     

    
      	
               
      

            	
              (f)

            	
              references
      to a gender includes all genders;

            


    

     

    
      	
               
      

            	
              (g)

            	
              references
      to a “person” include:

            


    

     

    
      	
               
      

            	
              (i)

            	
              an
      individual, firm, company, corporation or unincorporated body of
      persons;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      public, territorial or regional
authority;

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                2

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              any
      government; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      agency of any government or authority;
and

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      obligation not to do anything includes an obligation not to suffer, permit
      or cause that thing to be done.

            


    

     

    
      	
              2.

            	
              MEDICAL
      HONEY SUPPLY

            


    

     

    
      	
              2.1

            	
              Supply:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      agrees to supply Medical Honey to Derma Sciences solely for use by Derma
      Sciences in the manufacture of Licensed Products under the Licence
      Agreement and manufacture of OTC Products under the Manufacturing
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      so long as the rights granted under clauses 2.1(a) and 2.1(c) of the
      Licence Agreement remain exclusive with respect to each of the United
      States of America and the European Union, Comvita will not supply Medical
      Honey to any other person for use in the manufacture of Licensed Products
      that are not also OTC Products.

            


    

     

    
      	
              2.2

            	
              Restriction:  Subject
      to clause 2.5, Derma Sciences agrees that, for a period of five years
      following the Commencement Date, it will not obtain supplies of Medical
      Honey from any person other than Comvita.  This five year
      restriction may be renewed for further five year periods by mutual written
      agreement.

            


    

     

    
      	
              2.3

            	
              Meet
      orders:  Comvita will use reasonable endeavours to meet
      all orders for Medical Honey from Derma Sciences, subject to availability
      of product.  Derma Sciences will receive priority from Comvita
      (after Comvita’s needs for Medical Honey have first been met) as to each
      year’s supply of Medical Honey consistent with Derma Sciences’ forecasted
      demand over other potential uses for Medical Honey that fall outside of
      the definition of Licensed
Products.

            


    

     

    
      	
              2.4

            	
              Representations:  Comvita
      represents that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              as
      at the Commencement Date, it has the ability to supply to Derma Sciences
      30,000kg of Medical Honey on an annual basis;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      will have the ability (subject to receipt of accurate and timely forecasts
      from Derma Sciences pursuant to clause 4) to expand its ability to supply
      to Derma Sciences 100,000kg of Medical Honey on an annual basis within
      five years following the Commencement
Date.

            


    

     

    Derma
Sciences acknowledges that the ability of Comvita to supply Medical Honey will
be subject to variables beyond Comvita’s control inherent in growing crops, such
as weather, disease, and pests, each of which may affect the crop in a given
year but which will not necessarily constitute an event of Force Majeure, and
the occurrence of such factors will not result in the breach of these
representations.

     

    
      	
              2.5

            	
              Right to obtain Medical Honey
      elsewhere:  Despite clause 2.2, Derma Sciences may
      purchase Medical Honey for use in the manufacture of Licensed Products
      under the Licence Agreement or manufacture of OTC Products under the
      Manufacturing Agreement from a third party (provided that the Medical
      Honey is to the standard set out in the specifications in the Schedule, or
      such other specifications as the parties may agree in writing) where
      either:

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                3

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      is unable to supply Derma Sciences with Derma Sciences’ demand for Medical
      Honey.  In such event, Derma Sciences may only purchase from a
      third party such amount of Medical Honey that Comvita is actually unable
      to supply and only for so long as Comvita remains unable to supply Derma
      Sciences’ demand for Medical Honey;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Derma
      Sciences has identified a third party who is willing to supply Medical
      Honey to it on a long term basis on similar trading terms to those offered
      by Comvita at a price at least 10% lower than the price charged by
      Comvita, and provided that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Derma
      Sciences has first given Comvita notice in writing of the third party
      price and given Comvita the opportunity to match the price offered by such
      third party; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Comvita
      has not agreed to match such price in writing within 20 Business Days
      following receipt of Derma Sciences’
notice.

            


    

     

    In such
event, Derma Sciences may purchase Medical Honey from such third party only for
so long as Comvita remains unwilling to supply Derma Sciences’ demand for
Medical Honey at the price being offered by such third
party.  Accordingly, Derma Sciences will immediately advise Comvita of
any changes to the price being offered by such third party at any time for the
supply of Medical Honey to Derma Sciences.

     

    
      	
              3.

            	
              ORDERING
      PROCEDURE

            


    

     

    
      	
              3.1

            	
              Placement of
      orders:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Derma
      Sciences will place orders for Medical Honey with Comvita.  Each
      order will be in writing, will be sent by facsimile, email or other
      electronic means approved by Comvita, and will
  specify:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      date of the order;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      volume of Medical Honey ordered;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      delivery date for the Medical
Honey.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      minimum order quantity will be 1,800
kg.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unless
      otherwise agreed by the parties, Derma Sciences will place all orders for
      Medical Honey at least twelve (12) weeks in advance of the date that Derma
      Sciences wishes such Medical Honey to arrive at its
    premises.

            


    

     

    
      	
              3.2

            	
              Acknowledgement and acceptance
      of order:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      will acknowledge to Derma Sciences in writing all orders received by it
      under clause 3.1.  Comvita’s acknowledgement will confirm
      whether or not Comvita accepts the
order.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      Comvita accepting the order:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      binding contract to supply Medical Honey on the terms and conditions of
      this Agreement will exist; and

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                4

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              neither
      party will be permitted to cancel or vary such order without the other
      party’s written consent, unless otherwise expressly permitted under this
      Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              For
      the avoidance of doubt, each order will constitute a separate contract and
      any default by Comvita in relation to any one order will not entitle Derma
      Sciences to treat this Agreement as
terminated.

            


    

     

    
      	
              4.

            	
              FORECASTS

            


    

     

    
      	
              4.1

            	
              Annual
      forecasts:  Derma Sciences will supply to Comvita on or
      before 30 June of each year a three-year rolling forecast of Derma
      Sciences’ anticipated requirements for Medical Honey for the sales years
      starting 1 April of the following year.  Derma Sciences will
      prepare such forecasts in good
faith.

            


    

     

    
      	
              4.2

            	
              Confirmation of
      demand:  Derma Sciences will provide confirmation of
      demand at least three months prior to the required delivery
      date.

            


    

     

    
      	
              4.3

            	
              Reasonably
      accurate:  The parties agree that the forecasts given
      under this clause 4 will not be binding on the parties, but Derma Sciences
      will use reasonable endeavours to ensure such forecasts are reasonably
      accurate based on information known to Derma Sciences at the time they are
      given.

            


    

     

    
      	
              5.

            	
              PRICE
      AND PAYMENT

            


    

     

    
      	
              5.1

            	
              Price:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      parties agree that the price for Medical Honey will be Comvita’s Cost of
      Production plus a margin of 25%.  Such price for Medical Honey
      will be:

            


    

     

    
      	
               
      

            	
              (i)

            	
              calculated
      on an annual basis at the start of each calendar
  year;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              fixed
      for such calendar year; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              immediately
      notified by Comvita to Derma Sciences in
  writing.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      price for the Medical Honey  will be expressed in United States
      dollars and will be exclusive of any goods and services tax or other value
      added or sales taxes, which, if applicable, will be payable in
      addition.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Comvita
      will provide to Derma Sciences on request full and complete details on an
      “open book” basis of the Cost of Production. For the avoidance of doubt,
      such details will be regarded as the Confidential Information of
      Comvita.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Comvita
      will use reasonable endeavours to manufacture the Medical Honey
      efficiently and in the most cost effective manner, and to keep the Cost of
      Production to a minimum.

            


    

     

    
      	
              5.2

            	
              Invoicing and
      payment:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      will invoice Derma Sciences for the price for Medical Honey ordered by
      Derma Sciences upon dispatch.

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                5

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              Derma
      Sciences will pay all invoices in United States dollars within 60 days
      following the date of the invoice, subject to clause
    5.2(c).

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      Derma Sciences disputes in good faith the whole or any portion of any
      invoice issued under clause 5.2(a), Derma Sciences will pay the portion of
      the invoice that is not in dispute, but may withhold payment of the
      disputed portion until the dispute is
resolved.

            


    

     

    
      	
              5.3

            	
              Late
      payment:  If Derma Sciences fails to pay any amount
      payable under this Agreement by the due date for payment, then subject to
      clause 5.2(c), Comvita may charge interest on the outstanding amount at
      the rate of 12% per annum. Interest will be calculated on a daily basis
      from the due date until the date of actual
  payment.

            


    

     

    
      	
              6.

            	
              DELIVERY

            


    

     

    
      	
              6.1

            	
              FOB:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      will deliver the Medical Honey to Derma Sciences via sea freight, FOB New
      Zealand.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      FOB provisions of Incoterms 2000 will govern all matters relating to
      delivery, including (without
limitation):

            


    

     

    
      	
               
      

            	
              (i)

            	
              who
      is responsible for arranging shipping and delivery of the Medical
      Honey;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              who
      is to pay any costs related to shipping and delivery, including
      carriage, insurance and customs clearance charges;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              at
      what point risk in the Medical Honey passes to Derma
    Sciences,

            


    

     

    except to
the extent those provisions are inconsistent with the terms of this
Agreement.

     

    
      	
               
      

            	
              (c)

            	
              Comvita
      will use reasonable endeavours to meet any agreed delivery
      dates.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      additional freight charges incurred in the supply of Medical Honey to
      Derma Sciences as a consequence of failure by a party to meet its ordering
      or supply obligations under this Agreement (including Derma Sciences’
      failure to comply with clause 3.1(c) and Comvita’s failure to deliver the
      Medical Honey by the delivery date pursuant to clause 3.1(a)) will be met
      by the party responsible for the
failure.

            


    

     

    
      	
              6.2

            	
              Shortfalls:  In
      the event of an alleged shortfall in delivery, Derma Sciences will submit
      a written claim to Comvita within 10 Business
      Days following the date of receipt of the relevant order for Medical Honey
      by Derma Sciences.  In the absence of such a written claim from
      Derma Sciences, the Medical Honey will be deemed to have been supplied in
      accordance with this Agreement.  In no event will Derma Sciences
      be entitled to refuse to accept any order by reason only of a
      shortfall.

            


    

     

    
      	
              7.

            	
              TITLE

            


    

     

    
      	
              7.1

            	
              Title
      in any Medical Honey sold to Derma Sciences will pass to Derma Sciences at
      such time as the Medical Honey has been received by Derma Sciences at its
      shipping destination.

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                6

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              WARRANTIES
      AND LIABILITY

            


    

     

    
      	
              8.1

            	
              Warranty:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      warrants that, for a period of 12 months following the date of delivery,
      the Medical Honey will comply with Comvita’s manufacturing specifications
      for the Medical Honey.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      any Medical Honey does not comply with the warranty in clause 8.1(a),
      Comvita will provide to Derma Sciences replacement Medical Honey that does
      comply at no extra cost to Derma Sciences.  In such case, Derma
      Sciences will return all non-complying Medical Honey to Comvita at
      Comvita’s cost.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      warranty is given for failure by Derma Sciences or its permitted
      sub-licensees to comply with any recommendations made by Comvita as to
      storage and handling of the Medical
Honey.

            


    

     

    
      	
              8.2

            	
              No implied
      warranties:  Derma Sciences acknowledges
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      does not enter into this Agreement in reliance on any representation,
      warranty, term or condition, except as expressly provided in this
      Agreement; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      conditions, warranties or other terms implied by statute or common law are
      excluded by Comvita from this Agreement to the fullest extent permitted by
      law.

            


    

     

    
      	
              8.3

            	
              Exclusion of
      liability:  In no event will Comvita be liable (whether
      in contract, tort, negligence or in any other way) to Derma Sciences
      for:

            


    

     

    
      	
               
      

            	
              (a)

            	
              loss
      of revenue or profit, loss of anticipated savings, loss of goodwill or
      opportunity, loss of production, loss or corruption of data or wasted
      management or staff time; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              loss,
      damage, cost or expense of any kind whatsoever that is indirect,
      consequential, or of a special
nature,

            


    

     

    arising
directly or indirectly out of this Agreement, even if Comvita had been advised
of the possibility of such loss, damage, cost or expense, and even if such loss,
damage, cost or expense was reasonably foreseeable by Comvita.

     

    
      	
              8.4

            	
              Insurance:

            


    

     

    
      	
               
      

            	
              (a)

            	
              During
      the term of this Agreement and for three years afterwards, Comvita will
      maintain insurance coverage in amounts and against risks that are normal
      for businesses similar to that of
Comvita.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Comvita
      will, upon request, provide to Derma Sciences a certificate from the
      insurer confirming the terms of such
insurance.

            


    

     

    
      	
              9.

            	
              TERM
      AND TERMINATION

            


    

     

    
      	
              9.1

            	
              Commencement and
      term:  This Agreement will come into effect on the
      Commencement Date and will continue in full force and effect for so long
      as the Licence Agreement remains in full force and effect, unless earlier
      terminated pursuant to clauses 9.2 or
9.3.

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                7

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              9.2

            	
              Early
      termination:  Without prejudice to any other right or
      remedy it may have, either party may immediately terminate this Agreement
      at any time by giving to the other party notice in writing
    if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      other party is in material breach of this Agreement and the material
      breach is not remedied within 20 Business Days of the other party
      receiving notice specifying the material breach and requiring its remedy,
      provided that for non-payment defaults, if it is not commercially
      reasonable for a material breach to be fully cured within 20 Business
      Days, then the cure period shall be extended for an additional period of
      no greater than six months provided the party in material breach has
      commenced remedying the default and has clearly demonstrated in writing
      that it is diligently pursuing and continues to diligently pursue such
      cure;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      other party ceases or threatens to cease to carry on all or substantially
      all of its business or operations, is declared or becomes bankrupt or
      insolvent, is unable to pay its debts as they fall due, enters into a
      general assignment of its indebtedness or a scheme of arrangement or
      composition with its creditors, or takes or suffers any similar or
      analogous action in consequence of
debt;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      trustee, manager, administrator, administrative receiver, receiver,
      inspector under any legislation or similar officer is appointed in respect
      of the whole or any part of the other party’s assets or business;
      or

            


    

     

    
      	
               
      

            	
              (d)

            	
              an
      order is made or a resolution is passed for the liquidation of the other
      party (other than voluntarily for the purpose of a solvent amalgamation or
      reconstruction).

            


    

     

    
      	
              9.3

            	
              Termination of Restraint
      Agreement or Licence Agreement: This Agreement will immediately
      terminate in the event of termination of the Restraint Agreement or the
      Licence Agreement for any reason.

            


    

     

    
      	
              9.4

            	
              Consequences of
      termination:  On termination or expiration of this
      Agreement for any reason
whatsoever:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comvita
      will be entitled (but is not obliged) to complete any order for Medical
      Honey confirmed by it before the date of termination or expiration, and
      the provisions of this Agreement will continue to apply to any such
      order;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Derma
      Sciences will remain liable to pay to Comvita the price for Medical Honey
      delivered under this Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Recipient will, upon receipt of a written request from the Disclosing
      Party, return or destroy (at the Disclosing Party’s option), all
      Confidential Information in the Recipient’s possession or under the
      Recipient’s control.  Upon the return or destruction (as the
      case may be) of all such Confidential Information, the Recipient will
      provide to the Disclosing Party a certificate stating that the
      Confidential Information returned or destroyed comprises all the
      Confidential Information in the Recipient’s possession or under the
      Recipient’s control;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      provisions of clauses 5, 8, 9.4, 11 and any other clauses intended to
      survive termination, together with those other provisions of this
      Agreement that are incidental to, and required in order to give effect to
      those clauses, will remain in full force and effect;
  and

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                8

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              subject
      to this clause 9.4, and except for any rights and remedies of the parties
      that have accrued before termination or expiration, including for any
      prior breach of this Agreement, neither party will be under any further
      obligation to the other party.

            


    

     

    
      	
              10.

            	
              DISPUTES

            


    

     

    
      	
              10.1

            	
              Mediation:  In
      the event of a dispute arising out of or relating to this Agreement,
      including any question regarding its existence, validity or termination,
      the parties will first seek settlement of that dispute by mediation in
      accordance with the LCIA Mediation Procedure, which Procedure is deemed to
      be incorporated by reference into this clause
  10.

            


    

     

    
      	
              10.2

            	
              Arbitration:  If
      the dispute is not settled by mediation within five days of the
      commencement of the mediation, or such further period as the parties may
      agree in writing, the dispute will be referred to and finally resolved by
      arbitration under the LCIA Rules, which Rules are deemed to be
      incorporated by reference into this clause
10.

            


    

     

    
      	
              10.3

            	
              Language:  The
      language to be used in the mediation and in the arbitration will be
      English.

            


    

     

    
      	
              10.4

            	
              Governing
      law:  The governing law of this Agreement will be the
      substantive law of New Zealand.

            


    

     

    
      	
              10.5

            	
              Arbitration
      procedure:  In any arbitration commenced pursuant to this
      clause 10:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      number of arbitrators will be three;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      seat, or legal place, of arbitration will be London,
    England.

            


    

     

    
      	
              10.6

            	
              Interlocutory
      relief:  Nothing in this clause 10 will prevent either
      party, at any time, from seeking any urgent interlocutory relief from a
      court of competent jurisdiction in relation to any matter that arises
      under this Agreement.

            


    

     

    
      	
              11.

            	
              GENERAL

            


    

     

    
      	
              11.1

            	
              Force
      majeure:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Neither
      party will be liable to the other party for any breach or failure to
      perform any of its obligations under this Agreement where such breach or
      failure is caused by anything beyond that party’s reasonable control,
      including (without limitation) war, civil commotion, hostility, act of
      terrorism, strike, lockout, other industrial act, weather phenomena or
      other act of God, or governmental regulation or direction (“Force Majeure”),
      provided that the party seeking to rely on this clause 11.1
      has:

            


    

     

    
      	
               
      

            	
              (i)

            	
              notified
      the other party as soon as reasonably practicable upon becoming aware of
      an actual or potential event of Force
Majeure;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              used
      all reasonable endeavours to avoid, overcome or mitigate the effects of
      the event of Force Majeure as quickly as practicable;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              consulted
      with the other party on its efforts under clause
    11.1(a)(ii).

            


    

     

    
      	
               
      

            	
              (b)

            	
              If:

            


    

     

    
      	
               
      

            	
              (i)

            	
              as
      a result of a Force Majeure a party is unable to perform any of its
      material obligations under this Agreement;
and

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                9

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              the
      ability of such party to perform any such material obligation has been
      permanently affected by such Force
Majeure,

            


    

     

    then the
party not subject to the event of Force Majeure may terminate this Agreement on
giving the other party 10 Business Days’ written notice.

     

    
      	
               
      

            	
              (c)

            	
              Nothing
      in this clause 11.1 will excuse a party from any obligation to make a
      payment when due under this
Agreement.

            


    

     

    
      	
              11.2

            	
              Variations:  No
      amendment, variation or modification to this Agreement will be effective
      unless it is in writing and signed by duly authorised representatives of
      both parties.

            


    

     

    
      	
              11.3

            	
              Assignment:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Derma
      Sciences may assign any or all of its rights and obligations under this
      Agreement, provided it first obtains the written consent of Comvita, such
      consent not to be unreasonably
withheld.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Comvita
      may assign any or all of its obligations under this Agreement, provided it
      first obtains the written consent of Derma Sciences, such consent not to
      be unreasonably withheld.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Comvita
      may assign any or all of its rights under this Agreement at any time,
      without requiring the consent of Derma
Sciences.

            


    

     

    
      	
              11.4

            	
              No
    waiver:

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      delay, neglect or forbearance by a party in enforcing any provision of
      this Agreement against the other will not waive or limit any right of that
      party.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      provision of this Agreement will be considered waived by a party unless
      that party waives the provision in
writing.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      parties will not treat a waiver by a party of any breach as a waiver of
      any continuing or re-occurring breach, unless the parties have expressly
      agreed to do so in writing.

            


    

     

    
      	
              11.5

            	
              Invalid
      clauses:  If any part of this Agreement is held to be
      invalid, unenforceable or illegal for any reason, this Agreement will be
      deemed to be amended by the addition or deletion of wording necessary to
      remove the invalid, unenforceable or illegal part, but otherwise to retain
      the provisions of this Agreement to the maximum extent permissible under
      applicable law.

            


    

     

    
      	
              11.6

            	
              Relationship:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      parties will perform their obligations under this Agreement as independent
      contractors to each other.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Nothing
      in this Agreement will create, constitute or evidence any partnership,
      joint venture, agency, trust or employer/employee relationship between the
      parties, unless it expressly states otherwise.  Neither party
      may represent, or allow anyone to represent, that any such relationship
      exists between the parties.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Neither
      party will have the authority to act for, or incur any obligation on
      behalf of, the other party, except as expressly provided for in this
      Agreement.

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                10

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              11.7

            	
              Notices:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      notice or other communication to be given under this Agreement (“Notice”) must be in
      writing and must be:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the English language and clearly
legible;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              sent
      by pre-paid post, facsimile (confirmed by pre-paid post) or personal
      delivery to the addressee at the facsimile number, physical address, or
      postal address specified in clause 11.7(b);
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              marked
      for the attention of the person or office holder (if any) specified in
      clause 11.7(b).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      initial facsimile number, address, and relevant person or office holder of
      each party are, unless otherwise notified by the relevant party in writing
      to the other party, as set out
below:

            


    

     

    
      
        	
                Comvita:

              	
                Comvita
      New Zealand Limited

              
	 
      	
                Wilson
      Road South

              
	 
      	
                Paengaroa

              
	 
      	
                NEW
      ZEALAND

              
	 
      	 
      
	 
      	
                Facsimile:

              	
                +64
      7 533 1988

              
	 
      	
                Attention:

              	
                Chief
      Executive Officer

              
	 
      	 
      
	
                Derma
      Sciences:

              	
                Derma
      Sciences, Inc.

              
	 
      	
                214
      Carnegie Center

              
	 
      	
                Suite
      300

              
	 
      	
                Princeton

              
	 
      	
                New
      Jersey 08540

              
	 
      	
                United
      States of America

              
	 
      	 
      
	 
      	
                Facsimile:

              	
                +1
      609 514 8554

              
	 
      	
                Attention:

              	
                Chief
      Executive Officer

              


      

       

    

    
      	
               
      

            	
              (c)

            	
              No
      Notice will be effective until received.  A Notice is, however,
      deemed to be received:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of posting, on the third Business Day following the date of
      posting;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of personal delivery, when received;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the case of a facsimile, following receipt of a report from the machine on
      which the facsimile was sent confirming that all pages were successfully
      transmitted,

            


    

     

    but any
Notice personally delivered or received by facsimile either after 5.00 pm on a
Business Day, or on any day that is not a Business Day, will be deemed to have
been received on the next Business Day.

     

    
      	
               
      

            	
              (d)

            	
              Despite
      clauses 11.7(a) and (c)(i), if the Notice is posted from a country other
      than the country of the addressee, the method of posting must be pre-paid
      airmail, and the Notice will be deemed to be received on the seventh
      Business Day following the date of
posting.

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                11

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              11.8

            	
              Further
      action:  Each party agrees to execute, acknowledge and
      deliver all instruments, make all applications and do all things, as may
      be necessary or appropriate to carry out the purposes and intent of this
      Agreement.

            


    

     

    
      	
              11.9

            	
              Announcements:  Neither
      party may:

            


    

     

    
      	
               
      

            	
              (a)

            	
              make
      any press or other public announcement about any aspect of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              use
      the name of the other party in connection with or as a result of this
      Agreement,

            


    

     

    without
the other party’s prior written consent.

     

    
      	
              11.10

            	
              Entire
      agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      Agreement and the Confidentiality Agreement contains the whole of the
      contract and understanding between the parties relating to the matters
      covered by it.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Agreement supersedes all prior representations, agreements, statements and
      understandings between the parties relating to those matters, whether
      verbal or in writing.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      parties acknowledge that they do not rely on any representation,
      agreement, term or condition that is not set out in this
      Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      the extent that there is any inconsistency or conflict between the terms
      set out in a purchase order or invoice and the terms set out in this
      Agreement, the terms set out in this Agreement will
    prevail.

            


    

     

    
      	
              11.11

            	
              Counterparts:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      parties may sign this Agreement in any number of counterparts (including
      facsimile or PDF copies), and a party may enter into this Agreement by
      signing any counterpart.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      parties confirm that their signing of this Agreement by such means will be
      valid and sufficient.  All counterparts, when taken together,
      will constitute one and the same
agreement.

            


    

     

    
      	
              11.12

            	
              Costs:  Each
      party will bear its own legal costs and expenses incurred in connection
      with the preparation, negotiation and execution of this
      Agreement.

            


    

     

    
      	
              11.13

            	
              Remedies
      cumulative:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      rights of the parties under this Agreement are
  cumulative.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      parties do not exclude any rights provided by law, unless otherwise
      expressly stated in this Agreement.

            


    

     

    
      	
              11.14

            	
              UN Convention not to
      apply:  It is specifically agreed between the parties
      that the United Nations Convention on the International Sale of Goods will
      not apply to this Agreement.

            


    

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                12

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SIGNED

    
      


      
        
          
            
              
                	
                        COMVITA NEW ZEALAND
      LIMITED

                      	by: 	
                        /s/ Brett D. Hewlett

                      
	 
      	 	
                        Signature
      of Authorised Signatory

                      
	 	 	 
	 
      	 	
                        Brett D. Hewlett

                      
	 
      	 	
                        Name
      of Authorised
Signatory

                      


              

            

          

        

      

      


      
        
          
            
              
                	
                        DERMA SCIENCES, INC
      

                      	by: 	
                              
                          /s/ Edward J.
      Quilty

                        

                      
	 
      	 	
                        Signature
      of Authorised Signatory

                      
	 	 	 
	 
      	 	
                        Edward J. Quilty

                      
	 
      	 	
                        Name
      of Authorised
Signatory

                      


              

            

          

        

      

       

    

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                13

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE

     

    MEDICAL
HONEY SPECIFICATIONS

     

    The
specifications that Medical Honey must comply with in terms of content, quality
and essential features are those specifications set out in Comvita’s Product
Specifications numbered 4460A-002, 3980A-001, 4040A-001 and 4124A-001 and
Comvita’s Product Information Sheet for Medical Honey 12+ (Code 743), copies of
which are attached as an exhibit hereto, as may be updated or revised by Comvita
from time to time after consultation with Derma Sciences.

     

    
      
        	
                exhibit
      10.04 -supply agmt

              	
                Medical
      Honey Supply Agreement

              	
                14