exv10w1






Exhibit 10.1






    Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omission.







	 	 	 
	447 March Road

	 	Tel: +1 613 592-2790
	Ottawa, Ontario

	 	Fax: +1 613 592-6937
	K2K 1X8 Canada
	 	 
	www.mdsnordion.com
	 	 
















November 28, 2008




Richard Thorn, Ph.D.

Alseres Pharmaceuticals Inc.

239 South Street

Hopkinton, MA 01748

USA




Dear Richard,



Re: Amendment #9 to Agreement between MDS Nordion, a division of MDS (Canada) Inc., 
dated the 9th
day of August, 2000, as amended (the “Agreement”).

 


Reference is made to the agreement between MDS Nordion and Alseres Pharmaceuticals Inc. (ALSE)
dated the 9th day of August, 2000 (the “Agreement”).



In consideration of $1.00 and other valuable consideration the sufficiency of which is hereby
acknowledged, the parties desire to further amend the Agreement and extend the term.





	 	1.	 	Section 16.1 of the Agreement shall be amended in its entirety and shall read
as follows:
	 
	 	 	 	“The term of this Agreement shall commence upon the Effective Date, and unless
terminated earlier pursuant to this Agreement, shall expire on the earlier of (i)
FDA granting ALSE’s NDA with respect to Altropane for Parkinson’s Disease or (ii)
December 31, 2009.”
	 
	 	2.	 	In addition to the Maximum Batch Size available for purchase as identified in
Section 4.1 of the agreement, during the period of January 1, 2009 through December 31,
2009, ALSE agrees to purchase and MDS Nordion agrees to supply Altropane under the
Agreement in accordance with the terms and batch size appearing on the face of MDS
Nordion’s Quotation 2008-RQ-0335 (attached) and as amended from time to time. The
Terms and Conditions on the second page of the quotation shall not apply.




-1-









 










All other Terms and Conditions in this agreement shall remain in full force and effect. The
foregoing amendments and agreement shall be effective as of the date first written above. In you
agree with the foregoing, please execute this Agreement in the space provided below.




Sincerely,




Mihran Zaroukian

Senior Program Manager

MDS Nordion




	 	 	 	 	 
	Per:

	 	/s/ Phil Larabie
	 	 
	 

	 	 	 	 





Name: Phil Larabie

Title: Vice President, Business Development




	 	 	 	 	 	 	 
	 	 	We agree this 3rd day of December, 2008	 	 
	 
	 	 	 	 	 	 
	 	 	Alseres Pharmaceuticals Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Kenneth L. Rice Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Kenneth L. Rice Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	EVP and CFO	 	 
	 

	 	 	 	 	 	 





-2-









 





	 	 	 	 	 	 	 	 	 
	QUOTATION	 	 	 	FROM: MDS NORDION	 	 
	PRO-FORMA INVOICE	 	 	 	 	 	 
	 

	 	 	 	 	 	DATE:                     2008 November 28	 	 
	TO:

	 	Alseres Pharmaceuticals, Inc.	 	 	 	 	 	 
	 

	 	239 South Street
	 	 	 	OUR REFERENCE: 2008-RQ-0355A	 	 
	 

	 	Hopkinton, MA 01748	 	 	 	 	 	 
	 

	 	USA
	 	 	 	YOUR REFERENCE:	 	 






Attention: Dr. Richard Thorn




	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	DESCRIPTION
	 	 	QUOTATION FOR THE SUPPLY OF BATCHES OF ALTROPANE FROM JANUARY 01, 2009 UNTIL DECEMBER 31,
2009
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Batch Description (see notes 1-3) up to 20 shippable doses of 5 mCi Altropane or up to 12
shippable doses of 8 mCi Altropane
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Price
	 	 	 	:
	 	$[**] per batch Minimum [**] batches monthly (minimum charge of $[**] per month).
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Freight Charges	 	:	 	Prepaid and charged as incurred. AIRNET is recommended.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Notes:
	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	1.	 	 	A 5 mCi Altropane dose contains 5 mCi of I-123 as of 15:00 hrs PT, the day after
manufacture. Additional product specifications are as outlined in the Agreement.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	2.	 	 	A new 8 mCi Altropane dose is under development and will contains 8 mCi of I-123 as of
15:00 hrs PT, the day after manufacture. Additional product specifications are as outlined
in the Agreement.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.	 	 	Once new 8 mCi dose becomes available, it will replace the 5 mCi dose.






	 	 	 
	UNLESS OTHERWISE STATED, PRICES DO NOT INCLUDE ANY TAXES OR DUTY.
	THIS QUOTATION IS SUBJECT TO TERMS ON THE FACE AND SECOND PAGE.
	SHIPPING SCHEDULE:

	 	DELIVERY:
	     As Requested by Customer

	 	     Ex Works, Vancouver, BC, Canada
	 

	 	CURRENCY:
	 

	 	     United States Dollars
	TERMS (SEE SECOND PAGE):

	 	QUOTATION VALID UNTIL:
	     Net 30 Days

	 	     2008 December 31
	ISSUED ON BEHALF OF MDS NORDION

	 	MIHRAN ZAROUKIAN, PROGRAM MANAGER, MDS NORDION
	 
	 	 
	


          Science Advancing Health

	 	




447 March Road, P.O. Box 13500

Kanata, Ontario, Canada K2K 1X8

Tel: (613) 592-2790 Fax: (613) 592-7638






 









 





Applicable to radioisotope and radiopharmaceutical sales by MDS Nordion herein referred to
as MDS Nordion




1.  QUOTATIONS


A quotation shall supersede all previous quotations relating to the same subject matter and shall
become void unless accepted by the buyer (“Buyer”) on or before the date indicated on the face
hereof, or, if no such date appears, on the sixtieth (60th) day following the date of
such quotation. A quotation may be withdrawn or amended upon notice at any time prior to MDS
Nordion’s acceptance of the Buyer’s order.



Buyer shall indicate acceptance of a quotation by using its purchase order, or other instrument,
specifically referencing the quotation issued by MDS Nordion




2. TERMS & CONDITIONS



Any terms and conditions in the Buyer’s order additional to or different from those appearing
herein shall be deemed to be objected by MDS Nordion and shall be of no effect unless accepted by
MDS Nordion as provided herein. In the absence of prior agreement between MDS Nordion and the
Buyer, acceptance of delivery by the Buyer of the products shall be deemed to be acceptance of
these terms and conditions.




3. PRICES



Prices and charges quoted are valid only for the transaction specified on the face hereof and are
exclusive of all taxes, duties or other charges. Buyer shall pay or reimburse MDS Nordion in
respect of the latter amounts.




4. DELAYS



Failure by the Buyer to accept delivery of any shipment shall entitle MDS Nordion to charge the
Buyer for all additional expenses incurred thereby and the Buyer shall bear the risk and expense of
such shipment until delivery, manufacturing or installation arising from unforeseen circumstances
or from causes beyond its control. MDS Nordion’s delivery obligation shall be extended by a period
equal to the length of such delay. In the event of any product shortage arising from such delays,
MDS Nordion reserves the right to allocate its products among its customers as it deems equitable.




5. PACKING



All products shall be packed for shipment in accordance with standard MDS Nordion practice and in
conformity with applicable regulations.




6. DELIVERY



Delivery shall occur at the location stipulated on the face hereof. Title to and risk of loss in
respect of the product shall pass to the Buyer on delivery. MDS Nordion may insure, at Buyer’s
expense, the full value of all products delivered until MDS Nordion has been paid in full or until
such products have been returned to MDS Nordion MDS Nordion may suspend its delivery obligation
without prejudice to its rights against the Buyer, if it determines that the financial condition of
the Buyer warrants such action and may repudiate such obligation if satisfactory action is not
taken by the Buyer within 5 days of notice thereof from MDS Nordion




7. INVOICES AND PAYMENT



Prices and currency shall be as set out in the quotation and payment thereof shall be net 30 days
from invoice date. Invoices may be submitted by MDS Nordion upon shipment of the product. Buyer
shall pay interest on overdue accounts at an annual rate of eighteen percent (18%) or the maximum
allowed by law, whichever is the lesser. MDS Nordion shall retain a purchase money security
interest, or vendor’s lien as the case may be, on the product until such time as MDS Nordion has
been paid in full thereof. The Buyer will do all things and provide all documents necessary to
register such interest.




8. WARRANTY





	   A)	 	MDS Nordion makes the following warranties with respect to its products:






	 	1.	 	Sealed Sources: Sealed sources shall conform to current MDS Nordion
specifications and shall be free from any material defect in workmanship or materials
specified calibration times or at the time of delivery, as the case may be.
	 
	 	2.	 	Radioisotopes and Radiopharmaceuticals: Such products shall comply with
applicable government regulations and current MDS Nordion specifications at the specified




 









 






	 	 	 	calibration time of delivery, as the case may be.






	B)	 	All warranty claims shall be made by the Buyer within either thirty (30) days of receipt of
the product or the half-life of the product, whichever period is shorter. MDS Nordion may
request, at its cost, the return of any product in respect of which a warranty claim is made.
	 
	C)	 	All Warranty obligations of MDS Nordion shall cease and have no effect if the products are
subject to accident, abuse, misuse, alteration or neglect.
	 
	D)	 	MDS Nordion’s only obligation with respect to the warranties herein shall be to repair, or at
its sole discretion, to replace defective products or parts thereof.
	 
	E)	 	THE WARRANTIES CONTAINED HEREIN ARE EXPRESSLY IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS OR
IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, USE OR APPLICATION.





10. PRODUCT INFORMATION



Buyer acknowledges that it has received and is familiar with MDS Nordion’s labeling and literature
concerning the product and shall distribute such information to those of its employees, agents or
customers who handle, process or sell such product.




11. LIMITATION OF DAMAGES AND LIABILITY



MDS NORDION’S LIABILITY TO THE BUYER FOR DAMAGES, HOWSOEVER CAUSED, SHALL NOT EXCEED PAYMENT
ACTUALLY RECEIVED BY MDS NORDION FOR THE PRODUCT FURNISHED, OR TO BE FURNISHED, AS THE CASE MAY BE,
AND IN NO EVENT SHALL MDS NORDION BE LIABLE FOR INDIRECT, CONTINGENT, SPECIAL OR CONSEQUENTIAL
DAMAGES (INCLUDING LOSS OF PROFIT).



Sealed sources (lr-192) must be kept clean and dry. MDS Nordion shall not be held liable for any
damages resulting from misuse or failure to maintain sources in accordance with MDS Nordion’s
Operating Procedure IS/OP 0046C000.



Notwithstanding the foregoing, liability for bodily injury, or death, shall be determined by the
applicable law, but each of MDS Nordion and the Buyer agrees to indemnify and hold the other
harmless in respect of that portion of such liability attributable to its conduct or that of its
directors, officers, agents and employees.




12. PATENT INDEMNITY



MDS Nordion shall defend any suit or proceeding brought against the Buyer based on a claim that any
product, or parts thereof, manufactured or furnished by MDS Nordion hereunder constitutes an
infringement of any patent provided notice thereof is promptly given to MDS Nordion and all
necessary authority and assistance in settling and defending such claim is given to MDS Nordion by
the Buyer if it is determined or agreed that the product constitutes such an infringement. MDS
Nordion shall, at its sole discretion and expense, procure for Buyer the right to continue using
such product or parts, replace the same modified so that it becomes non-infringing or remove said
product or parts and refund an appropriate portion of the purchase price. The foregoing shall
constitute MDS Nordion’s entire liability for patent infringement.




13. GENERAL





	 	A)	 	Neither party may assign or cancel an accepted order for product without the written consent
of the other party.
	 
	 	B)	 	The sale of products or services by MDS Nordion shall be governed by the laws of the Province
of Ontario and shall in all respects be treated as Ontario contracts.
	 
	 	C)	 	All disputes not resolved by amicable negotiation between the parties shall be determined by
arbitration in accordance with the Arbitrations Act of Ontario, Canada.
	 
	 	D)	 	No member of the House of Commons of Canada shall be admitted to any share or part of any
agreement for the supply of products or services between MDS Nordion and the Buyer or to any
benefit to arise there from.
	 
	 	E)	 	In the event of any conflict between these terms and conditions and those appearing on the
face hereof, the latter shall rule.




 









 






	 	F)	 	Failure by MDS Nordion to exercise any of its rights with respect to the supply of products
to the Buyer, shall not constitute a waiver or forfeiture of such rights.





14. FORCE MAJEURE



MDS Nordion shall not be liable to the Buyer for failure to perform or delay in performing its
obligations under this quotation arising from unforeseen circumstances or from causes beyond its
reasonable control, including but not limited to: acts of God, flood, power failure, explosion,
fire, casualty or accident, or war, revolution, acts of terrorism, riot, civil commotion, acts of
public enemies, blockage or embargo, or any law, order or proclamation of any government or
regulatory body, failure, inability, or incapacity of suppliers, or unusual suppliers to have
available for supply sufficient raw materials, equipment or machinery, interruption of or delay in
transportation, strike or labour disruption, or other cause, whether similar or dissimilar to those
above enumerated, beyond the commercially reasonable control of MDS Nordion. MDS Nordion shall
promptly notify the Buyer and shall exert commercially reasonable efforts to eliminate, cure or overcome such event and to resume performance
of its obligations. MDS Nordion reserves the right to allocate its products among its customers, as
it deems equitable.




15. ENTIRE AGREEMENT



These terms and conditions shall constitute the entire agreement between MDS Nordion and the Buyer
for the supply of the products. No representation, promise, agreement or condition in respect of
the products shall be binding on either party unless contained herein. Except for the correction of
stenographic or clerical errors, and notwithstanding anything in the Buyer’s order to the contrary,
no amendment of these terms and conditions shall be of any effect unless agreed to in writing by
MDS Nordion