Unassociated Document


    Exhibit
10.03

        

    COMVITA
NEW ZEALAND LIMITED


    


    DERMA
SCIENCES, INC

    
       

      
 

      
        

      

    

       


    
      COLLABORATIVE
RESEARCH AND DEVELOPMENT

      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
      and Derma Sciences have agreed to work together to undertake research and
      development to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              develop,
      improve or test products containing Medical Honey;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              ensure
      or improve the safety and efficacy of products containing Medical
      Honey.

            


    

     

    
      	
              B.

            	
              Comvita
      and Derma Sciences wish to enter into this Agreement to establish a
      framework for such research and development activities, and to agree the
      rights and obligations of each party in relation to the commercialisation
      of the results of such research and development
  activities.

            


    

    


    AGREEMENT

     

    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions:  In
      this Agreement, including the Introduction, the following terms 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;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Research Results;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      information provided under this Agreement;
or

            


    

    
      


    

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              1

            


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (d)

            	
              the
      terms of this Agreement;

            


    

     

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

     

    “Existing Material” means all
documentation, inventions and other materials used in the creation of or
incorporated in, the Research Results that are owned by, or licensed to, either
party:

     

    
      	
               
      

            	
              (a)

            	
              prior
      to the commencement of the relevant research and development;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      the commencement of the relevant research and development and that are
      developed independently from this Agreement or any Project
      Agreement;

            


    

     

    “Force Majeure” has the
meaning given to that term in clause 10.1;

     

    “Intellectual Property Rights”
means all industrial and intellectual property rights whether conferred by
statute, at common law or in equity, including, but not limited to:

     

    
      	
               
      

            	
              (a)

            	
              all
      copyright and similar rights that may subsist in works or other subject
      matter;

            


    

     

    
      	
               
      

            	
              (b)

            	
              rights
      in relation to inventions (including all patents and patent
      applications);

            


    

     

    
      	
               
      

            	
              (c)

            	
              trade
      secrets and know-how;

            


    

     

    
      	
               
      

            	
              (d)

            	
              rights
      in relation to designs (whether
registrable);

            


    

     

    
      	
               
      

            	
              (e)

            	
              rights
      in relation to registered and unregistered trade
  marks;

            


    

     

    
      	
               
      

            	
              (f)

            	
              business
      names; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              rights
      in relation to domain names;

            


    

     

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

     

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

     

     “Management Committee”
means the management committee to be established in accordance with clause
5.1;

     

    “Medical Honey” has the
meaning given to that term in the Licence Agreement;

     

    “Non-Severable Improvements”
has the meaning given to that term in the Licence Agreement;

     

    “Notice” has the meaning given
to that term in clause 10.7;

     

    “OTC Product” has the meaning
given to that term in the Licence Agreement;

     

    “Project Agreement” has the
meaning given to that term in clause 3.4(a);

     

    “Project” means a research and
development project to:

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              2

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
         

    

    
      	
               
      

            	
              (a)

            	
              develop,
      improve or test products containing Medical Honey;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              ensure
      or improve the safety and efficacy of products containing Medical
      Honey;

            


    

     

    “Project IP” means all
Intellectual Property Rights in and to the Research Results;

     

    “Proposal” has the meaning
given to that term in clause 3.1 of this Agreement;

     

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

     

    “Research Results” means all
results, outcomes, conclusions, products, discoveries, inventions, reports,
records, data, materials, research processes, research protocols, lab books,
associated documents and research notes, memoranda and other writings and
drawings, created, discovered, invented, reduced to practice or developed during
or as a result of the research and development under this Agreement or any
Project 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 include 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;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      government; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      agency of any government or authority;
and

            


    

     

    
      	
               
      

            	
              (h)

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

            


    

     

    
      	
              2.

            	
              TERM

            


    

     

    
      	
              2.1

            	
              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 8.1
      or 8.2.

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              3

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              3.

            	
              COLLABORATIVE
      RESEARCH PROJECTS

            


    

     

    
      	
              3.1

            	
              Proposal:  From
      time to time, either party may propose that the parties work together on a
      particular research and development Project (“Proposal”).  The
      Proposal must outline at least the
following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      overall rationale for the Project;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      scope and anticipated outcomes of the Project;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      funding potentially available for the
Project.

            


    

     

    
      	
              3.2

            	
              Provide
      information:  The party formulating the Proposal will
      provide the other party with such relevant supporting information as may
      be available.

            


    

     

    
      	
              3.3

            	
              Negotiate details of
      Project:  Following receipt by the other party of a
      Proposal under clause 3.1, the parties will use their best efforts to work
      together to develop or refine the Proposal and agree (in writing) on
      whether to proceed with the relevant Project.  Such agreement
      must include:

            


    

     

    
      	
               
      

            	
              (a)

            	
              each
      party’s responsibilities and
obligations;

            


    

     

    
      	
               
      

            	
              (b)

            	
              what
      resources will be contributed by the
parties;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      funding required, and how that funding is to be obtained or applied
      for;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      involvement of any third party;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      specifications and milestones for the Project, and any timeframes for
      performance of the Project; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      other terms relevant to the particular
Project.

            


    

     

    
      	
              3.4

            	
              Enter into Project
      Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Once
      the parties have agreed in writing the terms on which the Project will be
      conducted (“Project Agreement”), the Project Agreement will be binding on
      the parties, and will form a schedule to this
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Project Agreement entered into by the parties forms part of, and is
      governed by, the terms of this
Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      the event of any inconsistency between a Project Agreement and the terms
      of this Agreement, the terms of the Project Agreement will
      prevail.

            


    

     

    
      	
              3.5

            	
              Freedom to undertake
      research:  Nothing in this Agreement will be construed so
      as to limit or exclude either party’s right to undertake research and
      development of any kind, either alone or with others, or to commission
      others to undertake research and development, except as specified in
      clause 3.6.

            


    

     

    
      	
              3.6

            	
              Limitation on Derma
      Sciences:  Derma Sciences agrees that it will not
      undertake or commission any other person to undertake, any research or
      development in relation to Medical Honey or products containing Medical
      Honey other than under a Project Agreement, without first obtaining
      Comvita’s written consent.  Despite this, Derma Sciences will
      not need to obtain Comvita’s consent for routine testing of existing
      products containing Medical Honey that involves minimal numbers of
      participants.

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              4

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

    

    
      	
              3.7

            	
              Results of Derma Sciences’
      research:  If Comvita consents to any research or
      development undertaken by Derma Sciences pursuant to clause 3.6, the
      results or outcomes of such research and development will be deemed to be
      and will be treated by the parties as Research Results arising under this
      Agreement.

            


    

     

    
      	
              4.

            	
              OBLIGATIONS

            


    

     

    
      	
              4.1

            	
              Costs:  Unless
      otherwise agreed in writing or specified in a Project Agreement, each
      party will fund all of the costs, expenses and disbursements incurred
      under or in connection with any Project in equal
  shares.

            


    

     

    
      	
              4.2

            	
              Responsibility for
      personnel:  Each party will be responsible for the
      performance of its personnel.  Any act or omission by either
      party’s personnel that would constitute a breach of this Agreement if it
      had been the party’s act or omission, will constitute a breach of this
      Agreement by that party.

            


    

     

    
      	
              4.3

            	
              Responsibilities of each
      party:  Each party
will:

            


    

     

    
      	
               
      

            	
              (a)

            	
              perform
      their respective assigned portions of each Project as outlined in the
      relevant Project Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              inform
      the Management Committee of all Research
  Results;

            


    

     

    
      	
               
      

            	
              (c)

            	
              keep
      full and accurate records of all aspects of its assigned portion of each
      Project; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              ensure
      that the work performed by it under each Project is conducted using a
      reasonable level of professional skill, efficiency, care and diligence and
      in accordance with best scientific, ethical and commercial
      practice.

            


    

     

    
      	
              5.

            	
              MANAGEMENT
      COMMITTEE

            


    

     

    
      	
              5.1

            	
              Establishment:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      parties will establish a Management Committee to oversee the activities
      under the Projects.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Unless
      otherwise agreed by the parties in writing, the Management Committee will
      comprise two nominees from each party.  The initial nominees of
      each party will be as specified in the Schedule. Any change to those
      nominees must be notified to the other party in
  writing

            


    

     

    
      	
              5.2

            	
              Proceedings of Management
      Committee:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Management Committee will meet regularly as and when reasonably requested
      by a party, and at least once each calendar quarter.  If
      physical meetings are not possible they will be replaced by conference
      calls, video conferencing or other agreed
means.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Chair of the Management Committee will be a person agreed by the
      parties.  If no agreement is possible, the first Chair will be a
      person nominated by Comvita, and the Chair will then alternate on an
      annual basis between the parties.

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              5

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      
      

    

    
      	
               
      

            	
              (c)

            	
              The
      Chair will ensure that proper records and minutes of each meeting are
      taken, and are circulated to all Management Committee
    members.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Decisions
      of each meeting of the Management Committee must be by unanimous
      agreement.  Each member of the Management Committee will have
      one vote.  If the Management Committee cannot reach a unanimous
      decision then the status quo will apply.  The Chair will not
      have a casting vote.

            


    

     

    
      	
               
      

            	
              (e)

            	
              A
      quorum for meetings of the Management Committee will be at least one
      nominee from each party.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Except
      as otherwise specified in this Agreement, the Management Committee will
      determine its own procedures.

            


    

     

    
      	
              5.3

            	
              Role:  The
      role of the Management Committee will be
to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              oversee
      the research and development under the
Projects;

            


    

     

    
      	
               
      

            	
              (b)

            	
              consider
      and agree the terms and scope of any Proposals submitted by either party
      under clause 3.1;

            


    

     

    
      	
               
      

            	
              (c)

            	
              agree
      an annual research and development
budget;

            


    

     

    
      	
               
      

            	
              (d)

            	
              consider
      and agree variations to any Project
Agreements;

            


    

     

    
      	
               
      

            	
              (e)

            	
              address
      any issues or disputes that may arise in relation to any
      Projects;

            


    

     

    
      	
               
      

            	
              (f)

            	
              consider
      whether each Project is likely to attain its objectives, and whether a
      particular Project should continue;
and

            


    

     

    
      	
               
      

            	
              (g)

            	
              provide
      an annual report to the parties on the
Projects.

            


    

     

    
      	
              5.4

            	
              Reporting:

            


    

     

    
      	
               
      

            	
              (a)

            	
              To
      enable the Management Committee to perform its role effectively, each
      party must submit regular written reports to the Management Committee on
      its progress in undertaking research and development under ongoing
      Projects.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      party will report to the Management Committee at the following
      times:

            


    

     

    
      	
               
      

            	
              (i)

            	
              at
      least once each calendar quarter;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              at
      any other time where it has made significant progress or has achieved a
      milestone or target specified in a Project
  Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              at
      any other time where it has encountered a serious problem with a Project;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              at
      any other time reasonably requested by the Management
      Committee.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      report must:

            


    

     

    
      	
               
      

            	
              (i)

            	
              summarise
      the work completed on each Project since the last
  report;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              summarise
      the work planned for the coming calendar
  quarter;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              identify
      any Project IP created or arising since the last
  report;

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              6

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

       

    
      	
               
      

            	
              (iv)

            	
              identify
      any problems that may cause or will necessitate a deviation from the terms
      of any Project Agreement; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              set
      out the steps, if any, being taken to alleviate any identified
      problems.

            


    

     

    
      	
              6.

            	
              OWNERSHIP
      OF PROJECT IP

            


    

     

    
      	
              6.1

            	
              Ownership:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Despite
      any other provision of this clause 6 to the contrary, each party or its
      third party licensors retains ownership of all Intellectual Property
      Rights in Existing Material belonging to that party or its third party
      licensors.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Legal
      and beneficial ownership of the Research Results and Project IP will be
      exclusively owned by Comvita or its
nominee.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      any Project IP does not vest in Comvita or its nominee on creation, Derma
      Sciences will hold such Project IP on trust for Comvita or its nominee and
      will, if called upon to do so by Comvita, assign to Comvita or its nominee
      absolutely all of its rights, title and interest in or to such Project
      IP.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Comvita
      or its nominee will be entitled to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              seek
      protection for the Research Results anywhere in the world;
    and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              make
      decisions about the lodging of any protective application for such
      Research Results,

            


    

     

    as it may
decide at its absolute discretion and at its own expense.

     

    
      	
              6.2

            	
              Grant of
      licence:

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      Research Results will be deemed to be and treated by the parties as
      Non-Severable Improvements for the purposes of the Licence Agreement and
      accordingly, will be licensed to Derma Sciences in accordance with clause
      7.3(a) of the Licence Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Derma
      Sciences acknowledges and agrees that Comvita grants no licence to use,
      copy or otherwise exploit in any other way any of the Research Results or
      Project IP, other than the licence expressly granted under clause
      6.2(a).

            


    

     

    
      	
              6.3

            	
              Existing
      Material:  If any Research Results incorporate or rely on
      any Existing Material of a party:

            


    

     

    
      	
               
      

            	
              (a)

            	
              that
      party will disclose to the other party in writing full details of such
      Existing Material, including details of any third party owning or claiming
      any rights in the Existing
Material;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      that party is Derma Sciences, it will grant to Comvita an irrevocable,
      royalty-free, non-exclusive, transferable, sub-licensable, worldwide and
      perpetual licence to use such Existing Material, and all intellectual
      property rights in and to such Existing Material, for the purpose of using
      or commercially exploiting the Research Results and Project IP as Comvita
      may determine, but subject always to any exclusive rights of Derma
      Sciences under the Licence Agreement;
and

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              7

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
        

    

    
      	
               
      

            	
              (c)

            	
              if
      that party is Comvita, it will grant to Derma Sciences a licence to use
      that Existing Material and all intellectual property rights in and to such
      Existing Material, solely to the extent necessary to enable Derma Sciences
      to exercise its rights (if any) in relation to those Research Results
      under the Licence Agreement.

            


    

     

    
      	
              6.4

            	
              No right to
      use:  Derma Sciences acknowledges and agrees
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              other
      than as specified in this Agreement, it has no claim
  over:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Project IP; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      revenue generated by Comvita from any commercial exploitation of the
      Project IP; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      will not at any time contest or challenge the ownership of the Project
      IP.

            


    

     

    
      	
              6.5

            	
              Further
      actions:  Each party will, and will ensure that their
      respective employees and contractors will, execute all documents, give
      such assistance and do all other acts and things as may be necessary or
      desirable to give effect to the provisions of this clause
    6.

            


    

     

    
      	
              7.

            	
              WARRANTIES
      AND LIABILITY

            


    

     

    
      	
              7.1

            	
              Warranties:  Each
      party warrants that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              other
      than as disclosed in writing under clause 6.3(a), it is not aware of any
      third party owning or claiming any rights in the Existing Material
      contributed by it to each Project;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              except
      to the extent expressly acknowledged to the other party in writing (such
      as the inclusion of publicly available material), the Research Results
      contributed or created by it under each Project will be the party’s own
      original work and will not in any way rely on, utilise or incorporate any
      work written or created by any third
party.

            


    

     

    
      	
              7.2

            	
              No other
      warranties:  Each party acknowledges that, in entering
      into this Agreement, it does not do so in reliance on any representation,
      warranty, term or condition except as expressly provided in this
      Agreement, and all conditions, warranties or other terms implied by
      statute or common law are excluded from this Agreement to the fullest
      extent permitted by law.

            


    

     

    
      	
              7.3

            	
              Exclusion of
      liability:  In no event will either party (“first party”)
      be liable (whether in contract, tort including negligence, or otherwise)
      to the other party 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 the first party 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 the first
party.

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              8

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
        

    

    
      	
              8.

            	
              TERMINATION

            


    

     

    
      	
              8.1

            	
              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 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).

            


    

     

    
      	
              8.2

            	
              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.

            


    

     

    
      	
              8.3

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

            


    

     

    
      	
               
      

            	
              (a)

            	
              all
      Project Agreements will immediately terminate except for any Project
      Agreement that expressly states it is to continue beyond the termination
      of this Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Derma
      Sciences will disclose to Comvita full details of all research and
      development in progress, and will deliver up to Comvita any relevant
      documents, specifications, data, materials and information concerning the
      Research Results in Derma Sciences’ control or
  possession;

            


    

     

    
      	
               
      

            	
              (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 6.1, 6.2(b), 6.3, 6.4, 7, 8.3, 9 and 10 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 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              9

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

    

    
      	
               
      

            	
              (e)

            	
              subject
      to this clause 8.3, and except for any rights and remedies of the parties
      that have accrued before termination, including for prior breach of this
      Agreement, neither party will be under any further obligation to the other
      party.

            


    

     

    
      	
              9.

            	
              DISPUTES

            


    

     

    
      	
              9.1

            	
              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
9.

            


    

     

    
      	
              9.2

            	
              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
9.

            


    

     

    
      	
              9.3

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

            


    

     

    
      	
              9.4

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

            


    

     

    
      	
              9.5

            	
              Arbitration
      procedure:  In any arbitration commenced pursuant to this
      clause 9:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      number of arbitrators will be three;
and

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
              9.6

            	
              Interlocutory
      relief:  Nothing in this clause 9 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.

            


    

     

    
      	
              10.

            	
              GENERAL

            


    

     

    
      	
              10.1

            	
              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 10.1 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
    10.1(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 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              10

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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 10.1 will excuse a party from any obligation to make a
      payment when due under this
Agreement.

            


    

     

    
      	
              10.2

            	
              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.

            


    

     

    
      	
              10.3

            	
              Assignment:  Either
      party may assign any or all of its rights and obligations under this
      Agreement, provided it first obtains the written consent of the other
      party, such consent not to be unreasonably
  withheld.

            


    

     

    
      	
              10.4

            	
              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.

            


    

     

    
      	
              10.5

            	
              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.

            


    

     

    
      	
              10.6

            	
              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.

            


    

     

    
      	
              10.7

            	
              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;

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              11

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

    

    
    

    
      	
               
      

            	
              (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 10.7(b);
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              marked
      for the attention of the person or office holder (if any) specified in
      clause 10.7(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:

            


    

     

    
      	
               
      

            	
              Derma
      Sciences:

            	
               
      Derma Sciences, Inc.

            


    

    214
Carnegie Center

    Suite
300

    Princeton

    New
Jersey 18540

    United
States of America

    


    Facsimile:           +1
609 514 8554

    Attention:           Chief
Executive Officer

    


    
      	
               
      

            	
              Comvita:

            	
              Comvita
      New Zealand Limited

            


    

    Wilson
Road South

    Paengaroa

    New
Zealand

    


    Facsimile:           +64
7 533 1988

    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 10.7(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.

            


    

     

    
      	
              10.8

            	
              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.

            


    

     

    
      	
              10.9

            	
              Announcements:  Neither
      party may:

            


    

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              12

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
         

    

    
      	
               
      

            	
              (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.

     

    
      	
              10.10

            	
              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.

            


    

     

    
      	
              10.11

            	
              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.

            


    

     

    
      	
              10.12

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

            


    

     

    
      	
              10.13

            	
              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.

            


    

    


    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 10.03 r&d
      agmt

              	
                Collaborative
      Research and Development Agreement

              	
                13

              


        
          
             


          

          
            
            

            
              

            

          

          
             


          

        


    

     


    SCHEDULE

    


    Management
Committee members:

     

    Scott
Coulter

    Ralf
Schlothauer

    Fred
Eigner

    Barry
Wolfenson

     

    
      	
              exhibit 10.03 r&d
      agmt

            	
              Collaborative
      Research and Development Agreement

            	
              14