Unassociated Document


    Exhibit
10.05

     

    DERMA
SCIENCES, INC

     

    COMVITA
NEW ZEALAND LIMITED

     

     

    
      
        

      

          

    

    
      MANUFACTURING
AGREEMENT

    

    
         

      
        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    AGREEMENT dated February 23,
2010

    


    PARTIES

     

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

     

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

     

    INTRODUCTION

     

    
      	
              A.

            	
              Derma
      Sciences has the ability to manufacture OTC
  Products.

            


    

     

    
      	
              B.

            	
              Comvita
      wishes Derma Sciences to manufacture for and supply to, Comvita OTC
      Products.

            


    

     

    
      	
              C.

            	
              Derma
      Sciences has agreed to manufacture for and supply to, Comvita OTC Products
      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 Schedules;

     

    “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
      10.05 - manufacturing agmt

                	
                  Manufacturing
      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 13.1;

     

    “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;

     

    “Medical Honey” means honey
being to the specifications set out in Schedule 1, or such other specifications
as the parties may agree in writing;

     

    “Notice” has the meaning given
to that term in clause 13.7(a);

     

    “OTC Products”
means:

     

    
      	
               
      

            	
               (a)

            	
              the
      products listed in Schedule 2; and

            


    

     

    
      	
               
      

            	
               (b)

            	
              such
      other products containing Medical Honey that Comvita believes are suitable
      for sale in an OTC Store;

            


    

     

    “OTC Store”:

     

    
      	
               
      

            	
               (a)

            	
              means
      any retail outlet or website where an end customer could purchase products
      containing Medical Honey without the need for a prescription or an order
      by a clinician or physician; but

            


    

     

    
      	
               
      

            	
               (b)

            	
              excludes
      any part of such retail outlet or website where an end customer could
      purchase products containing Medical Honey with a prescription or an order
      by a clinician or physician;

            


    

     

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

     

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

     

    “Territory” means the
world.

     

    
      	
              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);

            


    

     

    
      
        	
                exhibit
      10.05 - manufacturing agmt

              	
                Manufacturing
      Agreement

              	
                2

              


        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

     

    
      	
               
      

            	
               (d)

            	
              references
      to clauses and Schedules are to those clauses and Schedules 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;

            


    

     

    
      	
               
      

            	
              (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.

            	
              MANUFACTURE
      AND SUPPLY

            


    

     

    
      	
              2.1

            	
              Derma Sciences to manufacture
      and supply: Derma Sciences will manufacture for and supply
      exclusively to Comvita OTC Products in accordance with this
      Agreement.

            


    

     

    
      	
              2.2

            	
              Meet
      orders:  Derma Sciences will use reasonable endeavours to
      meet all orders for OTC Products from Comvita, subject to availability of
      product.

            


    

     

    
      	
              2.3

            	
              Sub-contracting:  Derma
      Sciences may subcontract the manufacture of OTC Products only to a
      sub-licensee approved by Comvita in accordance with clause 2.8 of the
      Licence Agreement.  Derma Sciences will remain liable for the
      acts of its permitted subcontractors as if they were acts or omissions of
      Derma Sciences.

            


    

     

    
      	
              2.4

            	
              Right to obtain OTC Products
      elsewhere: For the avoidance of doubt, Comvita will be entitled to
      obtain supplies of OTC Products from persons other than Derma Sciences.
      However, Comvita’s intention is to give Derma Sciences the opportunity to
      supply OTC Products to Comvita in preference to other suppliers, provided
      Derma Sciences can offer competitive pricing and
  terms.

            


    

     

    
      	
              3.

            	
              RANGE
      OF OTC PRODUCTS

            


    

     

    
      	
              3.1

            	
              Range:  The
      range of OTC Products that Derma Sciences will manufacture and supply
      under this Agreement will be:

            


    

     

    
      	
               
      

            	
               (a)

            	
              the
      products listed in Schedule 2; and

            


    

     

    
      	
               
      

            	
               (b)

            	
              such
      other products to be sold in OTC Stores that the parties may agree in
      writing from time to time.

            


    

     

    
      	
              3.2

            	
              Restriction:  Derma
      Sciences may not manufacture for and supply to itself or any person other
      than Comvita, any OTC Products that are not also Licensed
      Products.

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              3

            


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              4.

            	
              ORDERING
      PROCEDURE

            


    

     

    
      	
              4.1

            	
              Placement of
      orders:

            


    

     

    
      	
               
      

            	
               (a)

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      date of the order;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      volume and type of OTC Products ordered;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      delivery date for the OTC Products.

            


    

     

    
      	
               
      

            	
               (b)

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

            


    

     

    
      	
              4.2

            	
              Acknowledgement and acceptance
      of order:

            


    

     

    
      	
               
      

            	
               (a)

            	
              Derma
      Sciences will acknowledge to Comvita in writing all orders received by it
      under clause 4.1.  Derma Sciences’ acknowledgement will confirm
      whether or not Derma Sciences accepts the
order.

            


    

     

    
      	
               
      

            	
               (b)

            	
              Upon
      Derma Sciences accepting the order:

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (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 Derma Sciences in relation to any one order will not
      entitle Comvita to treat this Agreement as terminated (provided that
      if such default in and of itself would constitute a material breach
      of this Agreement because of the volume of product ordered, then this
      shall not restrict the right of Comvita to exercise its rights under
      clause 12.2).

            


    

     

    
      	
              5.

            	
              FORECASTS

            


    

     

    
      	
              5.1

            	
              Rolling
      forecasts:  Comvita will supply to Derma Sciences on or
      before 31 March and 30 September of each year a rolling 12 month forecast
      of Comvita’s anticipated requirements for each OTC
  Product.

            


    

     

    
      	
              5.2

            	
              Reasonably
      accurate:  The parties agree that the forecasts given
      under this clause 5 will not be binding on the parties, but Comvita will
      use reasonable endeavours to ensure such forecasts are reasonably accurate
      based on information known to Comvita at the time they are
      given.

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              4

            


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              6.

            	
              PRICE
      AND PAYMENT

            


    

     

    
      	
              6.1

            	
              Price:

            


    

     

    
      	
               
      

            	
               (a)

            	
              The
      parties agree that the price for the OTC Products will be Derma Sciences’
      Cost of Production plus a margin of 25%. The price for each OTC Product
      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 Derma Sciences to Comvita in
  writing.

            


    

     

    
      	
               
      

            	
               (b)

            	
              The
      price for the OTC Products 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)

            	
              Derma
      Sciences will provide to Comvita 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
      Derma Sciences.

            


    

     

    
      	
               
      

            	
               (d)

            	
              Derma
      Sciences will use reasonable endeavours to manufacture the OTC Products
      efficiently and in the most cost effective manner, and to keep the Cost of
      Production to a minimum.

            


    

     

    
      	
              6.2

            	
              Invoicing and
      payment:

            


    

     

    
      	
               
      

            	
               (a)

            	
              Derma
      Sciences will invoice Comvita for the price for OTC Products ordered by
      Comvita upon delivery FOB Factory.

            


    

     

    
      	
               
      

            	
               (b)

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

            


    

     

    
      	
               
      

            	
               (c)

            	
              If
      Comvita disputes in good faith the whole or any portion of any invoice
      issued under clause 6.2(a), Comvita 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.

            


    

     

    
      	
              7.

            	
              DELIVERY

            


    

     

    
      	
              7.1

            	
              FOB:  Derma
      Sciences will deliver the OTC Products to Comvita FOB
      Factory.  Delivery must take place by no later than the delivery
      date specified in the order.

            


    

     

    
      	
              7.2

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

            


    

     

    
      	
               
      

            	
               (a)

            	
              who
      is responsible for arranging shipping and delivery of the OTC
      Products;

            


    

     

    
      	
               
      

            	
               (b)

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

            


    

     

    
      	
               
      

            	
               (c)

            	
              at
      what point risk in the OTC Products passes to
  Comvita,

            


    

     

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

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              5

            


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              7.3

            	
              Additional
      charges:  Any additional freight charges incurred in the
      supply of OTC Products to Comvita as a consequence of failure by a party
      to meet its ordering or supply obligations under this Agreement (including
      Comvita’s failure to comply with clause 4.1(b) and Derma Sciences’ failure
      to deliver the OTC Products by the delivery date pursuant to clause
      4.1(a)) will be met by the party responsible for the
    failure.

            


    

     

    
      	
              8.

            	
              TITLE

            


    

     

    
      	
              8.1

            	
              Title
      in the OTC Products sold to Comvita will pass to Comvita upon delivery FOB
      Factory.

            


    

     

    
      	
              9.

            	
              STANDARDS
      OF MANUFACTURE

            


    

     

    
      	
              9.1

            	
              Manufacture to
      standards:  Derma Sciences will manufacture the OTC
      Products in accordance with the written standards and specifications
      provided by Comvita from time to time or otherwise approved by Comvita in
      writing.  Derma Sciences must carry out test procedures for
      quality control to ensure all OTC Products manufactured by it and its
      permitted subcontractors comply with such
  specifications.

            


    

     

    
      	
              9.2

            	
              Samples:

            


    

     

    
      	
               
      

            	
               (a)

            	
              Before
      supplying commercial quantities of any range of OTC Products to Comvita,
      Derma Sciences must submit to Comvita for the purposes of verifying
      compliance with any standards and specifications provided or approved by
      Comvita in writing:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      reasonable number of samples of that OTC Product;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      testing data required by Comvita to verify that such OTC Product has been
      manufactured to the standards and specifications provided or approved by
      Comvita in writing.

            


    

     

    
      	
               
      

            	
               (b)

            	
              Without
      limiting clause 9.2(a), Derma Sciences will provide Comvita with a
      reasonable number of additional samples of the OTC Products manufactured
      by Derma Sciences as and when reasonably requested by
    Comvita.

            


    

     

    
      	
               
      

            	
               (c)

            	
              All
      costs incurred by Derma Sciences in supplying any samples or data under
      this clause 9.2, including all costs of freight and insurance, will be the
      responsibility of Derma Sciences.  Risk in any such samples or
      data will not pass to Comvita until delivery of them to
      Comvita.

            


    

     

    
      	
              9.3

            	
              Approvals:  Derma
      Sciences will:

            


    

     

    
      	
               
      

            	
               (a)

            	
              apply
      in its own name for any licences, approvals, permits and applications
      required by any governmental authority or agency in the Territory in
      connection with the development, manufacture, use or supply to Comvita of
      the OTC Products;

            


    

     

    
      	
               
      

            	
               (b)

            	
              provide
      Comvita with copies of any licences, approvals, permits and applications
      under clause 9.3(a) requested by Comvita;
and

            


    

     

    
      	
               
      

            	
               (c)

            	
              comply
      with all applicable laws and regulations in the Territory in the making
      for and supply to Comvita of OTC
Products.

            


    

     

    
      	
              9.4

            	
              Inspection:  Derma
      Sciences will itself, and will ensure that its permitted sub-contractors,
      permit Comvita or its representative to inspect the manner of manufacture
      and the quality control systems of Derma Sciences and any such
      sub-contractors relating to the OTC
Products.

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              6

            


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              10.

            	
              WARRANTIES
      AND LIABILITY

            


    

     

    
      	
              10.1

            	
              Warranty:

            


    

     

    
      	
               
      

            	
               (a)

            	
              Derma
      Sciences warrants that the OTC Products supplied by it to Comvita will
      conform to the specifications for them pursuant to clause 9.1 for the
      duration of their shelf life.

            


    

     

    
      	
               
      

            	
               (b)

            	
              If
      any OTC Products do not comply with the warranty in clause 10.1(a), Derma
      Sciences will provide to Comvita replacement OTC Products that do comply
      at no extra cost to Comvita. In such case, Comvita will return all
      non-complying OTC Products to Derma Sciences at Derma Sciences’
      cost.

            


    

     

    
      	
              10.2

            	
              No implied
      warranties:  Comvita 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 Derma Sciences from this Agreement to the fullest extent
      permitted by law.

            


    

     

    
      	
              10.3

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

     

    
      	
              10.4

            	
              Insurance:

            


    

     

    
      	
               
      

            	
               (a)

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

            


    

     

    
      	
               
      

            	
               (b)

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

            


    

     

    
      	
              11.

            	
              TERM
      AND TERMINATION

            


    

     

    
      	
              11.1

            	
              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 11.2 or
11.3.

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              7

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              11.2

            	
              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).

            


    

     

    
      	
              11.3

            	
              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.

            


    

     

    
      	
              11.4

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

            


    

     

    
      	
               
      

            	
               (a)

            	
              Derma
      Sciences will (if required by Comvita) complete any order for OTC Products
      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)

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

            


    

     

    
      	
               
      

            	
               (c)

            	
              Comvita
      will purchase from Derma Sciences any unused Medical Honey that was
      manufactured by Comvita, non obsolete packaging for OTC Products, and
      other usable inventory for OTC Products in the possession of Derma
      Sciences (not to exceed a six month supply based on the higher of
      Comvita’s most recent forecast or the prior six months’ sales) at the
      price at which Derma Sciences purchased such items from Comvita or a third
      party (as the case may be);

            


    

     

    
      	
               
      

            	
               (d)

            	
              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;

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              8

            


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
               (e)

            	
              the
      provisions of clauses 6, 10, 11.4, 13 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

            


    

     

    
      	
               
      

            	
               (f)

            	
              subject
      to this clause 11.4, 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.

            


    

     

    
      	
              12.

            	
              DISPUTES

            


    

     

    
      	
              12.1

            	
              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
  12.

            


    

     

    
      	
              12.2

            	
              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
12.

            


    

     

    
      	
              12.3

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

            


    

     

    
      	
              12.4

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

            


    

     

    
      	
              12.5

            	
              Arbitration
      procedure:  In any arbitration commenced pursuant to this
      clause 12:

            


    

     

    
      	
               
      

            	
               (a)

            	
              the
      number of arbitrators will be three;
and

            


    

     

    
      	
               
      

            	
               (b)

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

            


    

     

    
      	
              12.6

            	
              Interlocutory
      relief:  Nothing in this clause 12 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.

            


    

     

    
      	
              13.

            	
              GENERAL

            


    

     

    
      	
              13.1

            	
              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 13.1
      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
    13.1(a)(ii).

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              9

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
               (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

            


    

     

    
      	
               
      

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

            


    

     

    
      	
              13.2

            	
              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.

            


    

     

    
      	
              13.3

            	
              Assignment:

            


    

     

    
      	
               
      

            	
               (a)

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

            


    

     

    
      	
               
      

            	
               (b)

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

            


    

     

    
      	
               
      

            	
               (c)

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

            


    

     

    
      	
              13.4

            	
              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.

            


    

     

    
      	
              13.5

            	
              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.

            


    

     

    
      	
              13.6

            	
              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.

            


    

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              10

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
               (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.

            


    

     

    
      	
              13.7

            	
              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 13.7(b);
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              marked
      for the attention of the person or office holder (if any) specified in
      clause 13.7(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 08540

    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.

     

    
      	
              exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              11

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
               (d)

            	
              Despite
      clauses 13.7(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.

            


    

     

    
      	
              13.8

            	
              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.

            


    

     

    
      	
              13.9

            	
              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.

     

    
      	
              13.10

            	
              Entire
      agreement:

            


    

     

    
      	
               
      

            	
               (a)

            	
              This
      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.

            


    

     

    
      	
              13.11

            	
              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.

            


    

     

    
      	
              13.12

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

            


    

     

    
      	
              13.13

            	
              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.

            


    

    


    
      	
              13.14

            	
              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
      10.05 - manufacturing agmt

            	
              Manufacturing
      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
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              13

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    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
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              14

            


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2

     

    OTC
PRODUCTS

    


    100%
Honey in tubes (maximum retail sale carton up to 10 units)

    
      	
               
      

            	
              ·

            	
              25g

            


    

    
      	
               
      

            	
              ·

            	
              1oz
      (28.35g) – 31501

            


    

    
      	
               
      

            	
              ·

            	
              1.5oz
      (42.52g) – 31515

            


    

    
      	
               
      

            	
              ·

            	
              50g

            


    

    
      	
               
      

            	
              ·

            	
              3oz
      (85.05g) -31530

            


    

    


    Medihoney
Gel (honey with gelling agents) in tubes (maximum retail sale carton up to 10
units)

    
      	
               
      

            	
              ·

            	
              25g

            


    

    
      	
               
      

            	
              ·

            	
              1oz
      (28.35g) – 31501

            


    

    
      	
               
      

            	
              ·

            	
              1.5oz
      (42.52g) – 31515

            


    

    
      	
               
      

            	
              ·

            	
              50g

            


    

    
      	
               
      

            	
              ·

            	
              3oz
      (85.05g) -31530

            


    

    


    Derma
Cream in tubes (maximum retail sale carton up to 10 units)

    
      	
               
      

            	
              ·

            	
              15g

            


    

    
      	
               
      

            	
              ·

            	
              20g

            


    

    
      	
               
      

            	
              ·

            	
              1oz
      (28.35g) – 31501

            


    

    
      	
               
      

            	
              ·

            	
              1.5oz
      (42.52g)

            


    

    
      	
               
      

            	
              ·

            	
              50g

            


    

    
      	
               
      

            	
              ·

            	
              3.0oz
      (85.05g)

            


    

    


    Barrier
Cream in tubes (maximum retail sale carton up to 10 units)

    
      	
               
      

            	
              ·

            	
              15g

            


    

    
      	
               
      

            	
              ·

            	
              20g

            


    

    
      	
               
      

            	
              ·

            	
              1oz
      (28.35g) – 31501

            


    

    
      	
               
      

            	
              ·

            	
              1.5oz
      (42.52g)

            


    

    
      	
               
      

            	
              ·

            	
              50g

            


    

    
      	
               
      

            	
              ·

            	
              3.0oz
      (85.05g)

            


    

    


    Sticking
plasters

    
      	
               
      

            	
              ·

            	
              Multiple
      sizes up to 25cm2
      honeycolloid or similar patch size with maximum retail box size of 99
      “sticking plaster” units

            


    

    


    
      	
              Exhibit
      10.05 - manufacturing agmt

            	
              Manufacturing
      Agreement

            	
              15