EXHIBIT
        10.43

       

      PURCHASE
        & SUPPLY AGREEMENT

       

      This
        Purchase & Supply Agreement (this “Agreement”) is effective as of the 14th
        day of January, 2008 (the “Effective Date”) by and between Scientific Protein
        Laboratories LLC, a Delaware limited liability company having its principal
        place of business at 700 East Main Street, Waunakee, Wisconsin 53597, USA
        ("SPL") and Alfacell Corporation, a Delaware corporation with its principal
        place of business at 300 Atrium Drive, Somerset, New Jersey 08873
        ("Alfacell").

       

      RECITAL

       

      SPL
        and
        Alfacell wish to enter into a Purchase and Supply Agreement for
        Ranpirnase.

       

      AGREEMENTS

       

      ARTICLE
        1 DEFINITIONS

       

      1.1 “cGMP”
        means relevant current good manufacturing practices, rules and guidelines
        set
        out by the U.S. Food and Drug Administration ("FDA") and the International
        Conference on Humanization of Technical Requirements for Registration of
        Pharmaceuticals for Human Use ("ICH") in force and/or becoming applicable
        during
        this Agreement and such other standards as
        agreed
        in writing by the parties.

       

      1.2 “Product”
        means Ranpirnase Bulk Drug Substance Solution produced in conformity with
        the
        Specifications, cGMP, and this Agreement.

       

      1.3 “Raw
        Material” means conforming Rana pipiens oocytes to be supplied to SPL by
        Alfacell.

       

      1.4 “Specifications”
        means the Product specifications attached hereto as Exhibit
        1.

       

      1.5 “Quality
        Agreement” means the product quality agreement to be negotiated in good faith
        and entered into by and between SPL and Alfacell in accordance with the terms
        of
        this Agreement.

       

      1.6 “Term”
        has the meaning set forth in Article 9 below.

       

      1.7 "IP"
        shall mean the Intellectual Property.

       

      ARTICLE
        2 DEVELOPMENT
        AND SUPPLY

       

      2.1 Alfacell
        is responsible for storing the Raw Material at a third party storage facility,
        paying directly for storage costs and insuring such Raw Material. Alfacell
        shall
        provide (without charge) and deliver Raw Materials sufficient to produce
        ordered
        quantities of Product to SPL, FOB SPL's Facility in Waunakee, Wisconsin.
        All Raw
        Material supplied to SPL shall comply in all respects with regulatory
        requirements and with the procurement storage and 

       

      
        
          
          

        


          
          

          
  


          

        

        
          
          

        

      


      delivery
        requirements set forth in the Quality Agreement (defined in Section 2.2).
        SPL
        agrees that after it has taken possession of the Raw Material, it will store
        or
        have stored the Raw Material under the conditions set forth in the Quality
        Agreement. SPL's receiving, storage, and handling costs are included within
        the
        price of Product. If the Raw Material is destroyed or becomes unusable due
        to
        SPL's negligence while in SPL's possession, SPL will reimburse to Alfacell
        the
        Fully Burdened Price for the Raw Material. The "Fully Burdened Price" shall
        mean
        Alfacell’s out-of-pocket costs for the Raw Material. This is Alfacell's
        exclusive remedy for SPL’s negligent destruction of Raw Material or otherwise
        causing the Raw Material to be unuseable or unsuitable for use in or with
        Product. On termination of this Agreement, SPL shall return any unused Raw
        Material to Alfacell, FOB SPL's Facility.

       

      2.2 During
        the term of this Agreement and subject to the terms of this Agreement, Alfacell
        shall purchase exclusively from SPL, and SPL shall sell exclusively to Alfacell,
        the Product. The Product will be manufactured in accordance with the Quality
        Agreement and set forth in Exhibit
        3
        hereto
        and made a part hereof under the terms and conditions set forth in this
        Agreement. The Quality Agreement shall set forth provisions concerning, among
        other things typical for a quality agreement, testing, acceptance, and rejection
        of Products; avoidance of cross contamination; packaging, labeling, segregation;
        stability, amendment to specifications, validation batches; recalls; and
        complaints, all to the extent not set forth herein.

       

      2.3 SPL
        agrees that with respect to the Raw Material, no express or implied licenses
        or
        other rights relating to the Raw Material are provided to SPL under any patents,
        patent applications, trade secrets or other proprietary rights of Alfacell,
        other than the rights specifically set forth herein. Title in all Raw Material
        shall remain at all times in Alfacell. SPL agrees that the Raw Material shall:
        (i) only be used as specified in writing by Alfacell and not for any other
        purpose; (ii) only be made accessible to those employees of SPL who need
        access
        in order to complete the relevant services to be provided by SPL under this
        Agreement (the "Services"); (iii) be used in compliance at all times with
        all
        Applicable Law; (iv) not be transferred to any affiliate or third party without
        the explicit prior written consent of Alfacell; (v) not be reverse engineered;
        and (vi) not be subjected to testing procedures not specifically requested
        by
        Alfacell as part of the Services; provided, however, SPL shall be entitled
        to
        test Raw Material if SPL is required to do so under Applicable Law (including
        regulatory requirements), to comply with cGMP, or, in the reasonable opinion
        of
        SPL, to comply with good risk management practices. SPL shall maintain detailed
        records of the location and use of all Raw Material and shall provide Alfacell
        an accounting of the same upon request. 

       

      2.4 The
        current scale of production starts from five (5) kg of Raw Material. The
        process
        has been validated and the equipment is sized for this scale of production.
        Alfacell may request SPL to conduct development work to alter the scale of
        the
        process and perform necessary cGMP validation work. SPL will use commercially
        reasonable efforts to meet Alfacell’s request. SPL will prepare separate
        proposals for such development and validation work, specifying the scope,
        cost
        and time to complete such work. The parties will negotiate in good faith
        the
        terms and provisions of a development agreement with respect to such process
        development.

       

      2.5 Currently
        SPL plans to utilize its multi-use facilities for the production of Product.
        In
        the event that a dedicated facility or changes to SPL’s multi-use facility are
        needed to meet cGMP requirements, or Alfacell requires to increase production
        scale to over the current


      
        
          
          

        


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      batch
        size, SPL shall propose to Alfacell a capital expenditure budget to allow
        SPL to
        accommodate Alfacell’s needs. Alfacell and SPL will work together in good faith
        to determine the reasonable budget for capital expenditures for increased
        production, including any expansion of SPL's plant in Waunakee, Wisconsin.
        Alfacell shall be responsible to prepay and/or reimburse SPL for all such
        capital expenditures determined by the parties to be necessary for the expansion
        of batch size. The parties shall negotiate in good faith a capital expenditure
        agreement with respect to any capital expenditures to be made.

       

      ARTICLE
        3 ORDERING

       

      3.1 SPL
        shall
        produce Product exclusively for Alfacell, and Alfacell shall purchase Product
        exclusively from SPL. The parties acknowledge that SPL plans to produce the
        Product in campaigns, and that each campaign currently requires a six-month
        lead
        time. Therefore, upon execution of this Agreement, Alfacell shall provide
        SPL
        with an initial twelve-month forecast, with a firm purchase order for the
        manufacture of Product to be delivered within six months of the execution
        of
        this Agreement. The initial forecast shall become a twelve-month rolling
        forecast, as described below. 

       

      3.2 After
        the
        initial Forecast, Alfacell shall update the twelve-month Forecast quarterly
        (by
        the 15th day of each calendar quarter). The Forecast shall set forth the
        production of Product by SPL in batches over the twelve month period. Consistent
        with the six month lead time provision set forth in Section 3.1, Alfacell
        will
        enter into binding purchase orders for batch production in the Forecast,
        as well
        as provide forward-looking Forecasts beyond the six month lead time provision,
        which are not binding. SPL shall have the right to review and accept the
        proposed binding portion of the Forecast, which approval shall not be
        unreasonably withheld. Once the proposed Forecast is accepted Alfacell will
        issue purchase orders representing the quantities laid out in the binding
        portion of the Forecast. At current scale, SPL starts each batch of production
        with five (5) kg of Raw Material. The first batch of a production campaign
        typically requires five (5) weeks to be produced, tested and released. Each
        subsequent batch can be started two (2) weeks from the start date of the
        previous batch. Therefore, the maximum capacity per month is two (2) batches,
        starting from end of the fifth week of a production campaign. In no event
        shall
        SPL be required to produce an amount of Product in excess of SPL's monthly
        capacity described above and SPL shall use commercially reasonable efforts
        to
        maintain the monthly capacity described above. The remainder of each Forecast
        shall not be binding.

       

      3.3 Alfacell
        shall order Product set forth in the binding portions of the Forecast by
        submitting to SPL written purchase orders, in such form as the parties shall
        agree from time to time. The amount and timing of delivery of Product shall
        correspond to the Forecast. Any purchase orders for Product submitted by
        Alfacell to SPL shall reference this Agreement and shall be governed exclusively
        by the terms contained herein. The parties hereby agree that the terms and
        conditions of this Agreement shall supersede any term or condition in any
        order,
        confirmation or other document furnished by Alfacell or SPL that is in any
        way
        inconsistent with these terms and conditions.

       

      3.4 Alfacell
        may from time to time request SPL to accelerate or increase production as
        described in this section, and SPL shall use commercially reasonable efforts
        to
        do so.


      
        
          
          

        


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      3.5 Alfacell
        shall timely deliver Raw Material in quantities to allow SPL to manufacture
        Product in accordance with the Forecast.

       

      ARTICLE
        4 DELIVERY

       

      4.1 All
        Product delivery is FOB SPL’s facility located at 700 East Main Street,
        Waunakee, Wisconsin 53597 (the "FOB
        Point").
        Risk
        of loss of Product purchased hereunder shall pass to Alfacell upon delivery
        to
        the carrier at the FOB Point, Alfacell absorbs freight. Title in all Raw
        Material, Product, and Product-in-process shall remain in Alfacell at all
        times.
        Carriers may be arranged by either SPL or as instructed by Alfacell, at
        Alfacell’s discretion and written direction (and in collaboration with SPL) so
        as to collectively ensure transportation of the Product in good
        condition.

       

      4.2 SPL
        shall
        supply and deliver the Product ordered by Alfacell on the dates specified
        in
        Purchase Orders submitted as set forth in Sections 3.2 and 3.3. SPL shall
        immediately notify Alfacell of any unexpected delay in delivery, which notice
        shall state the reason for the delay, provided such notice shall not modify
        any
        of SPL’s obligations hereunder.

       

      ARTICLE
        5 SUPPLY
        PRICE FOR THE PRODUCT

       

      Pricing
        for Product is set forth in Exhibit
        2
        hereto.

       

      ARTICLE
        6 TERMS
        OF PAYMENT

       

      Subject
        to Exhibit 2, payment of invoices shall be made thirty (30) days after the
        shipping date of the Product. Failure to pay all or any part of an invoice,
        not
        subject to a bona fide dispute, when due will give rise to an obligation
        of
        Alfacell to pay late fees running from the initial date and calculated at
        a rate
        of one percent (1%) per month. 

       

      ARTICLE
        7 QUALITY/REGULATORY
        ISSUES

       

      7.1 The
        parties will negotiate in good faith, and execute and deliver the Quality
        Agreement. The Quality Agreement will specify the division of responsibility
        between the parties for complying with all applicable regulatory requirements
        required by U.S. or other countries, as agreed in writing by the parties,
        relating to the manufacture of Product, including cGMP. Alfacell shall be
        responsible for the cost of compliance of changes of the regulatory requirements
        relating to the Product. If there are changes to applicable regulatory or
        governmental requirements which, if made, would require significant capital
        or
        costs with respect to the production of the Product in SPL's facility, SPL
        shall
        promptly notify Alfacell of such change. In such event, Alfacell shall be
        responsible for such expenditures or costs. If Alfacell determines not to
        pay
        such costs or expenditures, SPL may terminate this Agreement in accordance
        with
        Section 10.3. the parties shall work together expeditiously to minimize
        disruption in supply of Product to Alfacell under such
        circumstances.

       

      7.2 SPL
        shall
        provide a copy of the certificate of analysis ( the “Certificate”)
        to
        Alfacell with or at the same time as each delivery of Product supplied
        hereunder. In the event 


      
        
          
          

        


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      Alfacell
        requires additional documentation due to a change in the law or a regulatory
        approval without which the Product under any regulatory approval would be
        impossible or impracticable, (a) Alfacell shall immediately notify SPL of
        the need for such additional documentation, and (b) SPL will supply such
        documentation with each delivery of Product. Subject to any variations agreed
        to
        in the Quality Agreement, Certificate shall certify, with respect to each
        shipment and batch (identified by batch number), (i) the quantity of the
        batch, (ii) that the Product delivered conforms to, and was handled in
        compliance with, the Product Specifications and (iii) that the Product was
        manufactured in accordance with cGMP and any applicable regulatory approval,
        as
        well as any further information required by the relevant regulatory authorities
        that Alfacell may have previously notified SPL is necessary. Alfacell shall
        be
        under no obligation to accept any shipment of Product without the accompanying
        Certificates.

       

      7.3 Alfacell
        may reject any delivery of Product if the Product does not conform to
        Specifications. Rightly rejected Product shall be replaced by SPL at its
        own
        cost plus Alfacell’s Fully Burdened Price for the Raw Material.

       

      7.4 If
        SPL
        believes that Product was wrongly rejected, it shall notify Alfacell in writing,
        within twenty (20) days of receipt by SPL of Alfacell’s written notice of
        rejection, that SPL disagrees with such basis for rejection (an “Objection
        Notice”).
        If
        SPL and Alfacell cannot agree, within twenty (20) days after receipt by Alfacell
        of the Objection Notice, whether Product rejected by Alfacell failed to conform
        to the Specifications at the time of delivery of the Product to Alfacell
        at the
        FOB Point, representative samples of the batch of Product in question shall
        be
        submitted to a mutually-acceptable independent laboratory or consultant for
        analysis or review to determine whether the Product conformed to the
        Specifications at the time of delivery at the FOB Point. The results of such
        evaluation shall be binding upon the parties. The party that is determined
        to
        have been incorrect in its determination of whether the Product should be
        rejected shall pay the costs of any such evaluation and reimburse the other
        for
        any amounts previously paid by the other to the independent laboratory or
        consultant in connection with such evaluation. If it cannot be determined
        which
        party is responsible for such failure to conform to the Specifications, then
        the
        parties shall each be responsible for one-half of the costs related to such
        evaluation and Alfacell may, in its discretion, purchase replacement Product
        when available for delivery. The parties may also mutually agree in their
        discretion to further testing.

       

      7.5 During
        the pendency of any rejection discussions, SPL shall supply on a priority
        basis
        to Alfacell, upon Alfacell’s request, with the same amount of Product as is
        subject to rejection discussions and Alfacell shall purchase such amount
        on the
        same terms as such rejected Product. Shipping costs related to such replacement
        Product shall be borne by SPL if the Product is determined to have failed
        to
        conform to the Specifications at the FOB Point. If the Product is determined
        to
        have so conformed to the Specifications, then Alfacell shall bear such costs.
        If
        Product is rightly rejected, but it cannot be determined which party is
        responsible for such failure to conform, SPL and Alfacell shall each be
        responsible for one-half of such shipping costs.

       

      7.6 SPL
        shall
        obtain the prior written consent of Alfacell with respect to any proposed
        revision to the Product Specifications, site of manufacture and any change
        in
        the Raw Materials, equipment, process or procedures used to manufacture the
        Product (the “Manufacturing Process”).


      
        
          
          

        


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      7.7 Upon
        written request to SPL by Alfacell, Alfacell and its designees as agreed
        to by
        the Parties in the Quality Agreement may audit SPL’s manufacturing facilities
        during normal business hours to review and discuss any issues regarding
        manufacturing and management personnel and to review and inspect (i) the
        manufacturing and storage facilities, (ii) the quality control procedures,
        and/or (iii) any records and reports pertinent to the manufacture, disposition
        or transport of Product, as may be necessary to evidence SPL’s compliance with
        all applicable regulatory approvals for the manufacture of Product, including
        compliance with cGMP. Alfacell and its designees may make such visits to
        SPL’s
        manufacturing facilities once per calendar year unless Alfacell identifies,
        during any such visit or as a result of any Form 483 received by SPL pertinent
        to the Alfacell Product, any defects or deficiencies provided in any of the
        foregoing clauses (i), (ii) or (iii) above, in which case Alfacell may make
        as
        many subsequent visits to such facilities as are reasonably required to
        determine that such defects have been cured.

       

      7.8 In
        the
        event Alfacell believes a recall, field alert, product withdrawal or field
        correction is necessary with respect to Product provided under this Agreement,
        SPL shall fully cooperate in the investigation and performance of the same.
        SPL
        shall be responsible for the costs of any recall, field alert, product
        withdrawal or field correction only to the extent SPL failed to deliver Product
        conforming to the Specifications at the FOB Point.

       

      7.9 
        Within 5
        business days after any regulatory agency inspection, SPL shall furnish Alfacell
        with a notice of such inspection and summary of results such as they are
        pertinent to the Product. In addition, SPL shall notify Alfacell within five
        (5)
        business days of its receipt of any other written regulatory actions or
        communications (other than ministerial, non-substantive communications) relating
        to the Product or any Product-related facility that is involved in the supply
        of
        Product to Alfacell hereunder. The parties shall confer with each other with
        respect to any response regarding such action or communication and the best
        means to comply with such action or communication, but the final response
        shall
        be within SPL’s final decision-making authority.

       

      7.10 SPL
        shall comply
        with all applicable orders, regulations, requirements and laws of any and
        all
        governmental authorities, including all U.S. laws and regulations applicable
        to
        the transportation, storage, use, handling and disposal of hazardous materials.
        SPL represents and warrants to Alfacell that it has and will maintain during
        the
        term of this agreement all government permits, including health, safety and
        environmental permits, necessary for the conduct of the actions and procedures
        that it undertakes pursuant to the Agreement;
        provided, however,
        that if
        SPL ceases to hold such permits, licenses, registrations and other forms
        of
        governmental authorizations, SPL shall have a reasonable time to regain
        compliance with the foregoing requirement so long as during such time SPL
        is
        able to supply Product to Alfacell in accordance with this Agreement.


       

      7.11 For
        three
        (3) years after the termination of this Agreement, SPL shall keep complete,
        accurate and authentic accounts, notes, data and records of the work performed
        under this Agreement (including batch records). SPL shall maintain complete
        and
        adequate records pertaining to the methods and facilities used for the
        manufacture, processing, testing, packing, labeling, holding and distribution
        of
        a Product in accordance with all applicable laws and regulations by the U.S.
        or
        other countries, as agreed in writing by the parties.


      
        
          
          

        


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      7.12
        Alfacell retains all responsibility for regulatory submissions and approvals
        related to the Product

       

      ARTICLE
        8 WARRANTIES
        AND INDEMNIFICATION

       

      8.1 Each
        party represents and warrants to the other party that the execution of this
        Agreement and the full performance and enjoyment of the rights of such party
        under this Agreement will not breach or in any way be inconsistent with the
        terms and conditions of any license, contract, understanding, or agreement,
        whether express, implied, written, or oral between such party and any third
        party.

       

      8.2 As
        of the
        Effective Date, to the knowledge of Alfacell, no third party patents or patent
        applications, except those it has a right to practice or SPL’s manufacturing
        intellectual property, will be infringed by the manufacture of Product or
        its
        transfer to Alfacell hereunder; provided the foregoing representation shall
        not
        apply to any intellectual property of SPL or used by SPL without the express
        approval of Alfacell. 

       

      8.3 As
        of the
        Effective Date, to the knowledge of SPL, no third party patents or patent
        applications, except those it has a right to practice, or Alfacell's
        intellectual property, will be infringed by the manufacture of the Product;
        provided, the foregoing representation shall not apply to any intellectual
        property of Alfacell or supplied to SPL by Alfacell.

       

      8.4 SPL
        represents, warrants and covenants that it will not use any third party
        intellectual property in fulfilling its duties hereunder unless SPL has the
        right (by ownership or license or other similar arrangement) to use such
        intellectual property to fulfill such duties, including making Product and
        transferring Product to Alfacell.

       

      8.5 Alfacell
        represents, warrants and covenants that it will not use any third party
        intellectual property in fulfilling its duties hereunder unless Alfacell
        has the
        right (by ownership or license or similar arrangement) to use such intellectual
        property to fulfill such duties, including supplying Raw Materials and
        transferring Raw Materials to SPL, and including any manufacturing technology
        of
        Alfacell with respect to the Product derived or licensed by Alfacell and
        used by
        SPL under this Agreement.

       

      8.6 SPL
        represents and warrants that it has not been debarred and is not subject
        to a
        pending debarment and that it will not use in any capacity, in connection
        with
        the services to be performed under this Agreement, any person who has been
        debarred pursuant to section 306 of the Federal Food, Drug, and Cosmetic
        Act, 21
        U.S.C. § 335a, or who is the subject of a conviction described in such section.
        SPL agrees to inform Alfacell in writing immediately if it or any person
        who is
        performing services hereunder is debarred or is the subject of a conviction
        described in section 306, or if any action, suit, claim, investigation, or
        legal
        or administrative proceeding is pending or, to the best of SPL‘s knowledge, is
        threatened, relating to the debarment or conviction of SPL.

       

      8.7 SPL
        warrants that all Product supplied by SPL to Alfacell hereunder shall (i)
        conform to the Specifications; (ii) be manufactured in accordance with cGMP,
        the
        Quality Agreement, and all relevant chemistry, manufacturing and controls
        data;
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      adulterated
        and misbranded under applicable laws, rules, regulations, guidelines and
        standards (“Applicable Law”).

       

      8.8 SPL
        shall
        indemnify, defend, and hold harmless Alfacell and its directors, officers,
        employees and agents (“Alfacell Indemnitees”) from all actions, losses, claims,
        demands, damages, costs, and liabilities (including reasonable attorneys’ fees)
        of a third party to which Alfacell is or may become subject insofar as they
        arise out of (i) any material breach by SPL of any of its obligations hereunder;
        (ii) any negligent or willful act or omission by any SPL Indemnitee, or (iii)
        any mishandling of the Product by SPL on or prior to delivery of the Product
        to
        Alfacell.

       

      8.9 Alfacell
        shall indemnify, defend, and hold harmless SPL and its directors, officers,
        employees and agents (“SPL Indemnitees”) from all actions, losses, claims,
        demands, costs and liabilities (including reasonable attorneys’ fees) of a third
        party to which SPL is or may become subject insofar as they arise out of
        (i)
        personal injury, death or property damage sustained by any person(s) resulting
        from the use of Product and not covered under Section 8.8; (ii) personal
        injury,
        death, or property damage sustained by any person(s) resulting by the use
        of
        Onconase for Injection manufactured by Alfacell or by a third party at the
        direction of Alfacell (not SPL) and not covered under Section 8.8; (iii)
        any
        negligent or willful act or omission by an Alfacell Indemnitee; or (iv) any
        marketing and sales of Onconase for Injection by Alfacell.

       

      8.10 A
        party
        entitled to indemnification hereunder agrees to give prompt written notice
        (in
        no event later than ten (10) business days following its receipt) to the
        indemnifying party after the receipt by such party of any notice to the
        commencement of any action, suit, proceeding, or investigation, or threat
        thereof, made in writing for which such party will claim indemnification
        pursuant to this Agreement. The indemnifying party may assume the defense
        of
        such claim with counsel reasonably satisfactory to the indemnifying party.
        If an
        indemnified party settles any claim without the consent of the indemnifying
        party, the indemnified party shall have no rights under Sections 8.8 or 8.9
        (as
        applicable). The indemnifying party will not be subject to any liability
        of any
        settlement made without its consent, which shall not be unreasonably
        withheld.

       

      8.11 Each
        party represents that it has maintained and shall maintain during the Term,
        as
        well as after the termination of this Agreement, sufficient insurance which
        may
        include an appropriate program of self insurance, and in particular products
        liability insurance, with appropriate policy limits to cover all risks
        associated with the performance of its obligations under this Agreement.
        Each
        party agrees to provide copies of the certificate of insurance, when applicable,
        upon request, as written evidence to the other party of such
        coverage.

       

      8.12 The
        provisions and obligations of this Article 8 shall survive any termination
        or
        expiration of this Agreement.

       

      8.13 Except
        with respect to breaches of Article 10 or 14, or claims or losses attributable
        to a party’s fraud, gross negligence, willful misconduct or claims or losses
        subject to indemnification hereunder, in no event shall a party be responsible
        to the other party for consequential or incidental damages in connection
        with
        this Agreement. 


      
        
          
          

        


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      ARTICLE
        9 DURATION

       

      The
        term
        of this Agreement shall begin on the Effective Date and shall continue in
        full
        force and effect for ten (10) years thereafter, unless earlier terminated
        as set
        forth in Article 10 (the "Term"). 

       

      ARTICLE
        10 TERMINATION

       

      10.1 Termination
        by Alfacell.
        Alfacell shall have the right, at its sole discretion, to terminate this
        Agreement: (i) upon two (2) years prior written notice to SPL, without cause,
        or
        (ii) upon sixty (60) days' written notice (with a right to cure within such
        sixty (60)-day period) to SPL upon the occurrence of any of the
        following:

       

      a. the
        failure of SPL to supply by the specified delivery date at least eighty percent
        (80%) of the quantity of the Product specified in a firm order submitted
        by
        Alfacell in accordance with Article 3, more than one time in any twelve (12)
        month period, for any reason including an event of force majeure (a “Supply
        Failure”), but not including Supply Failure to the extent caused by Alfacell
        failing to comply with its obligations under this Agreement, including a
        failure
        to timely supply Raw Material to SPL;

       

      b. the
        failure of SPL to obtain or maintain any governmental licenses, registrations,
        or approvals required in connection with the manufacturing of Product or
        the
        closing or shut-down (temporary or permanent) of one of SPL’s manufacturing
        facilities by a governmental or regulatory authority to the extent such failure
        relates in any way to Product (each of the foregoing, a “Permitting or Facility
        Failure”); or

       

      c. either
        (1) a transfer of control of SPL (i.e.,
        a
        transfer in excess of 50% of the voting securities of SPL) to a direct
        competitor of Alfacell with respect to the Product, or (2) the attempted
        assignment or delegation by SPL of any of its rights or obligations hereunder
        to
        a direct competitor of Alfacell in the context of the sale of SPL with respect
        to the Product, in either case without the prior written consent of Alfacell,
        which shall not be unreasonably withheld.

       

      10.2 Termination
        by Either Party.
        Either
        party hereto shall have the right to terminate this Agreement by written
        notice
        to the other party hereto, upon the occurrence of any of the
        following:

       

      a. the
        other
        party files a petition in bankruptcy, or enters into an agreement with its
        creditors, or applies for or consents to the appointment of a receiver or
        trustee, or makes as assignment for the benefit of creditors, or becomes
        subject
        to involuntary proceedings under any bankruptcy or insolvency law (which
        proceedings remain undismissed for sixty (60) days); or

       

      b. the
        other
        party fails to cure a material breach of this Agreement within sixty (60)
        days
        after receiving written notice from the non-breaching party.


      
        
          
          

        


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      10.3 Termination
        by SPL.
        SPL
        shall have the right, at its sole discretion, to terminate this Agreement
        if
        Alfacell determines not to pay for the expenditures or costs proposed under
        Section 7.1 of this Agreement. The notice of termination of this Agreement
        shall
        be provided by SPL in writing to Alfacell, with sufficient lead time to allow
        the parties to undertake a commercially reasonable transition of manufacturing
        under the applicable circumstances. In no case shall such period exceed
        twenty-four (24) months.

       

      10.4 Effect
        of Expiration or Termination.

       

      a Expiration
        or termination of this Agreement shall not relieve the parties of any obligation
        accruing prior of such expiration or termination. The rights and obligations
        of
        the parties under Sections  6,
        8, 10,
        12.2 (to the extent applicable), 13, 14, 15, 16, 17 and 18 shall survive
        expiration or termination of this Agreement.

       

      b Upon
        the
        expiration or termination of this Agreement and subject to its obligation
        under
        10.3(c), Alfacell, in its sole discretion, may purchase from SPL any inventories
        of the Product held by SPL as of the date of such termination or expiration,
        and
        all Product-in-process, at prices to be mutually agreed, but not more than
        those
        set forth herein. In the event that Alfacell shall not purchase such
        inventories, subject to any requirement to purchase Product in subsection
        (c)
        below, SPL shall promptly destroy such inventories and provide Alfacell with
        proof of their destruction.

       

      c. Upon
        the
        early termination of this Agreement for any reason other than by Alfacell
        pursuant to Section 10.1(ii)(a) or (b) or 10.2, Alfacell shall pay SPL for
        all
        Product held by SPL as of the date of such termination or expiration at prices
        established in this Agreement.

       

      ARTICLE
        11 FORCE
        MAJEURE

       

      The
        performance or observance by either party of any obligations of such party
        under
        this Agreement, other than the payment obligation, may be suspended by it,
        in
        whole or in part, in the event of any of the following which prevents such
        performance or observance: act of God, war, terrorist act, riot, fire,
        explosion, accident, flood, sabotage, strike, lockout, injunctions, national
        defense requirements, compliance with governmental laws, rules, regulations,
        widespread raw material shortages including those caused by animal disease,
        orders or action or any other cause (whether similar or dissimilar) beyond
        the
        reasonable control of such party; provided, however, that such party, not
        later
        than seven (7) days after the force majeure event, shall notify the other
        party
        in writing of such event, and such party shall exercise diligence in and
        endeavor to remove or overcome the cause of such inability to comply; and
        provided further that neither party shall be required to settle a labor dispute
        against its own best judgment.

       

      ARTICLE
        12 ALTERNATIVE
        SUPPLY

       

      12.1 Alfacell
        shall be permitted to, at its sole option, qualify a back-up supplier. If
        Alfacell elects to qualify such a back-up supplier, then SPL shall provide
        to Alfacell, or such 


      
        
          
          

        


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      third
        party manufacturer, relevant production information, including, without
        limitation, documentation, technical assistance, materials, and cooperation
        by
        appropriate employees of SPL (collectively, "Technical Assistance") as Alfacell
        or such third party manufacturer may require in order to manufacture the
        Product, subject to the following. In no event, however, shall SPL be required
        to provide to Alfacell or any back-up supplier any Confidential Information
        or
        proprietary information of SPL, subject to Section 12.4.

       

      12.2 If
        SPL
        proposes to introduce any Confidential Information or proprietary technology
        of
        SPL into the manufacturing process for the Product ("SPL Introduced
        Technology"), it shall provide written notice thereof to Alfacell, along
        with a
        proposed royalty, if any, for SPL Introduced Technology. Alfacell may, in
        its
        discretion, reject the use of SPL Introduced Technology in the manufacturing
        process for the Product. Any back-up supplier shall execute and deliver a
        Confidentiality/Nondisclosure Agreement reasonably acceptable to SPL for
        nondisclosure of the SPL Introduced Technology. SPL represents that no SPL
        Introduced Technology is used in the process to make Product as of the signing
        date of this Agreement. 

       

      12.3 .
        If
        Alfacell determines to utilize a back-up supplier, such back-up supplier
        shall
        be expected to bring its own technical and manufacturing expertise to such
        relationship with Alfacell, and SPL shall have no obligation to provide
        technical assistance or support to a back-up supplier if such back-up supplier
        is not capable of producing the Products and is not reasonably practiced
        in the
        art of product manufacture. The parties shall negotiate in good faith as
        to
        pricing terms for any technical assistance required by SPL in order to assist
        Alfacell in qualifying a back-up supplier. 

       

      12.4 Notwithstanding
        anything to the contrary herein, in the event of a Supply Failure or a
        Permitting or Facility Failure or termination of this Agreement by Alfacell
        pursuant to Section 10.1(a) or (b), or Section 10.2, or by SPL under Section
        10.3, then SPL shall provide Technical Assistance on a commercially reasonable
        basis to a third party manufacturer designated by Alfacell to manufacture
        the
        Product. In such case, Alfacell shall have a nonexclusive, worldwide, royalty
        free license to SPL Introduced Technology to make, have made, use, have used,
        sell and have sold Product (in any form or formulation). This remedy shall
        be in
        addition to any other rights or remedies Alfacell may have. The parties shall
        negotiate in good faith the commercially reasonable charges SPL may receive
        for
        the Technical Assistance reduced by the reasonable damages (if any) that
        Alfacell has incurred by reason of the cause giving rise to the right of
        Alfacell to terminate this Agreement. The parties acknowledge that Force
        Majeure
        is not a breach of this Agreement, nor does it give rise to damages to
        Alfacell.

       

      ARTICLE
        13 CONFIDENTIALITY

       

      13.1 The
        parties acknowledge and agree that they have entered into a Mutual
        Confidentiality Agreement dated as of November 6, 2006 (the "MCA"). The
        terms of the MCA, other than [Sections
        8 – 12]
        thereof,
        are hereby incorporated herein, except that provisions incorporated herein
        hereby reflect the following: (i) each party may use the other party’s
        Confidential Information (as defined in the MCA) in order to carry out its
        obligations hereunder; (ii) all Developed IP shall be the sole and exclusive
        Confidential Information of Alfacell; and (iii) the obligations of
        confidentiality shall continue for ten (10) years after the termination of
        this
        Agreement. If a party has Confidential Information which is in the nature
        of a
        trade secret, 


      
        
          
          

        


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      the
        party
        shall have no right to use or disclose trade secret information for as long
        as
        the other party continues to protect and hold such Confidential Information
        as a
        trade secret. A copy of the MCA is attached hereto as Exhibit
        4.
        

       

      ARTICLE
        14   INTELLECTUAL
        PROPERTY

       

      14.1 For
        the
        purposes of this Agreement, “Alfacell Technology” shall mean all pre-existing or
        independently developed Alfacell inventions (whether patentable or not),
        developments, improvements, know-how, data and information related to Product
        or
        based on Alfacell Confidential Information. For the purposes of this Agreement,
        “SPL's Technology” shall mean all pre-existing or independently developed SPL
        inventions (whether patentable or not), developments, improvements, know-how,
        data and information related to its proprietary manufacturing processes or
        based
        on SPL Confidential Information. For purposes of this Agreement, "Developed
        IP"
        shall mean inventions (whether patentable or not), developments, improvements,
        know-how, data and information developed by a party in connection
        herewith.

       

      14.2 All
        Alfacell Technology shall be the sole and exclusive Confidential Information
        and
        property of Alfacell and SPL shall have no right to any of the Alfacell
        Technology except as set forth in this subsection. Alfacell gives SPL the
        right
        to use Alfacell Technology solely as necessary to allow SPL to comply with
        its
        obligations under this Agreement. Such license shall terminate on the earlier
        termination or expiration of this Agreement. 

       

      14.3 All
        SPL
        Technology developed solely by SPL and not based on Alfacell Confidential
        Information and property shall be the sole and exclusive Confidential
        Information and property of SPL. In the case that SPL violates the provisions
        of
        Section 12.2, Alfacell shall have a nonexclusive, worldwide, royalty free
        license to SPL Introduced Technology to use, have used, sell and have sold
        Product (in any form or formulation) manufactured hereunder.

       

      14.4 Developed
        IP shall be the sole and exclusive Confidential Information of Alfacell;
        provided, however, SPL shall have a non-exclusive license to utilize the
        Developed IP in conjunction with its business to the extent that the Developed
        IP relates solely to SPL’s [manufacturing processes] and is unrelated to
        Product. Such non-exclusive license is royalty-free and shall survive
        termination of this Agreement. SPL shall promptly and fully disclose to Alfacell
        all Developed IP and shall execute and deliver such documentation as needed
        to
        evidence any of the foregoing rights.

       

      14.5 Except
        as
        otherwise provided herein, upon the termination or expiration or early request
        by the party owning the relevant Confidential Information, the non-owning
        party
        shall return to its owner all tangible Confidential Information and copies
        thereof to the owning party, and shall erase all embodiments of the Confidential
        Information from all storage devices owned or controlled by the non-owning
        party, including but not limited to, random access memory (RAM) devices,
        read
        only memory (ROM) devices and disk drives. The non-owning party agrees to
        promptly certify to the owning party, in writing, its fulfillment of its
        obligation hereunder. The non-owning party may be required to retain certain
        copies of pertinent documents for the purposes of complying with any regulatory
        requirements, and will inform the owning party if any documents would be
        involved in the duration of time required to retain them if
        known.


      
        
          
          

        


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      ARTICLE
        15 JURISDICTION

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware, without regard to any choice of law principle that would
        dictate the application of the law of another jurisdiction.

       

      ARTICLE
        16 SEVERABILITY

       

      If
        any
        provision of this Agreement should be or becomes fully or partly invalid
        or
        unenforceable for any reason whatsoever, or should violate any applicable
        law,
        the same shall be considered divisible as to such provision and such provision
        shall be deemed deleted herefrom, and the remainder hereof shall be valid
        and
        binding as if such provision were not included herein.

       

      ARTICLE
        17 NOTICES

       

      All
        notices or other communications which are required or permitted hereunder
        shall
        be in writing and delivered personally, sent by telecopier (and promptly
        confirmed by personal delivery, registered or certified mail or overnight
        courier), sent by nationally-recognized overnight courier or sent by registered
        or certified mail, postage prepaid, return receipt requested, addressed as
        follows:

       

      If
        to
        SPL, to:

      SCIENTIFIC
        PROTEIN LABORATORIES LLC

      700
        East
        Main Street

      Waunakee,
        Wisconsin 53597

      Attention:
        Mr. David G. Strunce

      Phone:
        608-849-5944

      Fax:
        608-849-5939

      


      With
        a
        copy to:

      REINHART
        BOERNER VAN DEUREN s.c.

      1000
        North Water Street, Suite 2100

      Milwaukee,
        Wisconsin 53202

      Attention:
        Lawrence J. Burnett, Esq.

      Phone:
        414-298-8175

      Fax:
        414-298-8097

      


      If
        to
        Alfacell, to:

      ALFACELL
        CORPORATION

      300
        Atrium Drive

      Somerset,
        New Jersey 08873

      Attention:
        Kuslima Shogen, Chief Executive Officer

      Phone:
        732-652-4525

      Fax:
        732-652-4575

      


      With
        a
        copy to:

      HELLER
        EHRMAN


      
        
          
          

        


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      7
        Times
        Square

      New
        York,
        New York 10036

      Attention:
        Kevin T. Collins

      Phone:
        212.832.2000

      Fax:212.763.7600

      


      or
        to
        such other address as the party to whom notice is to be given may have furnished
        to the other party in writing in accordance herewith. Any such communication
        shall be deemed to have been delivered: (i) when delivered, if personally
        delivered, sent by telecopier on a business day, or if sent by
        nationally-recognized overnight courier or (ii) on the fifth business day
        following the date of mailing, if sent by mail. It is understood and agreed
        that
        this Article 17 is not intended to govern the day-to-day business communications
        necessary between the parties in performing their duties, in due course,
        under
        the terms of this Agreement.

       

      ARTICLE
        18 MISCELLANEOUS

       

      18.1 This
        Agreement shall not be modified except by a duly signed instrument in
        writing.

       

      18.2 Any
        waiver or delay by either party of exercising any remedy for any breach of
        any
        provision hereof shall not be construed to be a waiver of any subsequent
        breach
        of such provisions or a waiver of the provision itself or any waiver of any
        other breach.

       

      18.3 Alfacell
        and SPL are independent contractors and nothing in this Agreement shall be
        construed to create a partnership, joint venture, license or employment
        relationship between the parties.

       

      18.4 The
        rights and obligations under this Agreement may not be assigned or transferred
        by either party without prior written consent of the other party, except
        that
        SPL may assign this Agreement in the event of a transfer of control subject
        to
Section 10.1(c).
        Alfacell
        may
        assign this Agreement to an affiliated company or in connection with the
        merger,
        consolidation, sale or transfer of all or substantially all of the business
        to
        which this Agreement relates, whereafter the primary and sole obligor under
        this
        Agreement shall be the assignee.

       

      18.5 This
        Agreement constitutes the entire agreement of the parties with regard to
        its
        subject matter and supersedes all previous oral or written representations,
        agreements and understandings between Alfacell and SPL with respect to the
        supply of the Product. This Agreement may be changed only by a writing signed
        by
        both parties which specifically indicates the terms or provisions of this
        Agreement are being amended by such writing.

       

      18.6 In
        the
        event that any one or more provisions of this Agreement shall, for any reason,
        be held to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality or unenforceability shall not affect any other provision of this
        Agreement, and all other provisions shall remain in full force and effect.
        If
        any of the provisions are held to be excessively broad, any such provision
        shall
        be reformed and construed by limiting and reducing it so as to be enforceable
        to
        the maximum extent permitted by law.


      
        
          
          

        


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      18.7 Neither
        party shall make any public announcements with respect to this Agreement
        without
        the consent of the other party, which consent shall not be unreasonably
        withheld. Each party shall submit all proposed press releases to the other
        for
        prior review, which review shall be accomplished as expeditiously as possible.
        

       

      18.8 SPL
        may
        not subcontract with any third party to perform any of its obligations hereunder
        without the prior written consent of Alfacell. In no event shall any such
        subcontract release SPL from any of its obligations under this Agreement
        except
        to the extent they are performed by such subcontractor. SPL shall be primarily
        responsible for the performance, in connection with all the terms and conditions
        of this Agreement, of its permitted subcontractors. All permitted subcontractors
        will be required by SPL in writing to adhere to the terms and conditions
        of this
        Agreement.

       

      *     *     *     *     *


      
        
          
          

        


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      IN
        WITNESS WHEREOF, the parties hereto have caused this Purchase and Supply
        Agreement to be executed in duplicate by their representatives duly authorized
        as of the date first written above.

       

      
        	
                SCIENTIFIC
                  PROTEIN 

                LABORATORIES
                  LLC

              	 	
                ALFACELL
                  CORPORATION

              
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Print:

              	 	 	
                Print:

              	 
	
                Title:

              	 	 	
                Title:

              	 


      

       

      
        
          
          

        


          
          

          
  


          

        

        
          
          

        

      

      EXHIBIT
        1

       

      SPECIFICATIONS

       

      (please
        see attached)

       

      
        
          
          

        


          
          

          
  


          

        

        
          
          

        

      

      EXHIBIT
        2

       

      ANTICIPATED
        VOLUME AND PRICING

       

      
        
          
          

        


          
          

          
  


          

        

        
          
          

        

      

      EXHIBIT
        3

       

      QUALITY
        AGREEMENT

       

      (to
        be
        agreed and executed by the parties and annexed hereto)

       

      
        
          
          

        


          
          

          
  


          

        

        
          
          

        

      

      EXHIBIT
        4

       

      CONFIDENTIALITY
        AGREEMENT

       

      (please
        see attached)