Exhibit 10.82


 





Contract No. 840/08624332/1620-15 


 


Date of signature: 2015/01/12


 


THE SELLER/THE MANUFACTURER


Joint Stock Company «Institute of Nuclear


Materials» (JSC «INM»)


624250, Russia, Sverdlovsk Region,


Zarechniy, PO Box 29


Phone: 7 (34377) 362 64


FAX: 7 (34377) 733 46


E-mail: shipping@inm-rosatom.ru


 


THE BUYER


The Company IsoRay Medical Inc.


350 Hills Street, Suite 106


Richland, WA 99354-5411 USA


 


THE CONSIGNEE


The Company IsoRay Medical Inc.


350 Hills Street, Suite 106


Richland, WA 99354-5411 US


Airport of destination: Seattle or Portland, USA


 


NOTIFICATION


FedEX Trade Networks 16353 NE Cameron Blvd


Portland, Oregon 97230 USA


Phone: +1503-255 1391 ext. 14


 


THE END USER


The Company IsoRay Medical Inc.


350 Hills Street, Suite 106


Richland, WA 99354-5411 USA


 


THE SHIPPER


Joint Stock Company «Institute of Nuclear


Materials» (JSC «INM»)


624250, Russia, Sverdlovsk Region,


Zarechniy, PO Box 29


Phone: 7 (34377) 362 64


FAX: 7 (34377) 733 46


E-mail: shipping@inm-rosatom.ru


 


TERMS OF DELIVERY


CPT airport Seattle or Portland, USA


(Incoterms 2010)


 






    	 



    	 



    

 


THE BUYERS and
THE SELLERS have mutually agreed that under the present Contract during 2015-2016 the Sellers will deliver to the
Buyers the following Goods:


 


	Denomination and Specifications of the Goods	Total activity of the lot on the calibration date, Ci	Quantity of lots, pcs	Price, USD per one lot	Amount, USD
	Dehydrated water soluble cesium-131 salt	[**]	[**]	[**]	[**]


 


The Goods are to be
shipped in non-returnable type A transport packing sets. The value of the packing sets is included into the Goods price.


 


Total activity of the
lot is established in accordance with the calibration date provided in the Buyers written order set to 12:00 p.m. (noon) Pacific
Standard Time.


 


The Amount of the
Contract: [**]


 


End purpose usage:
for medical purpose.


 


The above number of
the Goods and total amount of the contract are to be considered as framework value only, whereas the actual number of the Goods
and total amount will be based on the Buyer’s written orders, confirmed by the Seller, by means of sending to the Buyer the
acceptance of the Buyer’s order.


 


The present contract
comes in force from the date of signing and will be valid till January 31, 2016.


 


All other terms and
conditions of the Contract are nominated in Appendixes 1, 2 and 3 and are the integral parts thereof.


 


The Contract and any
Appendixes and Addenda to it shall be considered legally binding if provided by facsimile transmission.


 





	THE SELLERS:	THE BUYERS:
	/s/ Dmitrii Vladimirovich Markov	/s/ Dwight Babcock
	Director of Closed Stock Company «Science and Inovation», 	Dwight Babcock
	managing company for JSC «INM»	CEO IsoRay Medical


 





 



[**]Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.


 






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APPENDIX 1


to Contract No. 840/08624332/1609-14


 


Date of signing: 2015/01/12


 


TERMS OF PAYMENT


 


Payment is to be sent by the Buyer in US
dollars within 30 (thirty) calendar days from the date of delivery of the goods.


 


After the delivery the Seller sends to
the Buyer the following documents by Express mail:


 


		1.	Invoices (3 copies),



		2.	Transport Waybill (1 copy),



		3.	Quality Certificate (2 copies),



		4.	Shipping Specification (2 copies).



 


The payment is to be made by the Buyer
by bank wire transfer to the following Seller’s account:


 


The Joint Stock Company «Institute
of Nuclear


Materials», (JSC «INM»)


Acc. No. [**]


GAZPROMBANK, MOSCOW


SWIFT CODE: GAZPRUMM


Ekaterinburg branch


(Account No. [**])


Intermediary Bank (correspondent):


Deutche Bank Trust Company Americas, New
York


New York, USA


SWIFT CODE: BKTR US 33


 


The payment is to be received on the account
of the Seller not later than in 60 (sixty) calendar days from the date of the delivery of the goods


 


All expenses and commission fees of the
Buyer’s Bank are to be paid by the Buyers, all expenses and commission fees of other Banks, including correspondent Banks,
are to be paid by the Seller. The funds due to the Seller from amount of payment are less fees and commissions of the corresponding
Banks and all other banks except for the Buyer’s Bank commissions. The Buyer’s payment obligation is considered fulfilled
when the payment has entered the above-mentioned Seller’s account.


 


	THE SELLERS:	THE BUYERS:
	/s/ Dmitrii Vladimirovich Markov	/s/ Dwight Babcock
	Director of Closed Stock Company «Science and Inovation», 	Dwight Babcock
	managing company for JSC «INM»	CEO IsoRay Medical


  





 



[**]Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.


 






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APPENDIX 2


to Contract No. 840/08624332/1609-14


 


Date of signing: 2015/01/12


 


GENERAL CONDITIONS OF DELIVERY


 


1.Terms of delivery.


1.1.When delivering the goods on terms
under CPT (INCOTERMS 2010) the SELLER shall hand over the goods to the selected carrier, bears the transportation expense (air
freight) to the agreed destination place.


1.1.2.The title as well as all the
risks which the goods may be subject to, shall be transferred from the Seller to the Buyer from the [**].


1.1.3.The [**].


1.1.4.The Seller is responsible for
delivery of the Goods to the Buyer at 12:00 p.m. local time in the designated airport of delivery on the first Monday following
the date of shipment.


1.1.5.The Seller is obligated to provide
the Buyer with a [**] notice in the event of a planned interruption of service.


 


2.Quality of the Goods.


2.1.The quality of the goods should
meet the contractual technical requirements and should be confirmed by the Quality Certificate issued by the producer of goods.


 


3.Quantity of Goods.


3.1.The quantity of sent goods and
commodities in specified units should be attested by the Shipping Specification drawn up by the producer of goods and commodities
or by the Seller, or by the Certificate of Weight, or by the Packing List depending on the character of goods.


 


4.Terms of Transportation.


4.1.Not later than [**]
prior to the date of delivery the Buyer is obliged to provide shipping instructions to the Seller, advising it on all necessary
shipping requisites. In case the Buyer fails to send any information in due time without which the shipment of Goods is impossible,
it bears all additional expenses arising out of this and all the risks which the goods may be exposed to, starting from the agreed
date of delivery or after the expiry of the agreed time of delivery.


 


5. Notice of Shipment.


5.1.During [**]
after the shipment the Seller is to notify the Buyer by fax of the following data:


- data of shipment;


- denomination of goods;


- quantity of goods;


- Contract number;


- quality characteristics (Quality Certificate);


- flight and Waybill numbers.


 





 



[**]Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.


 






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6.Delivery and Acceptance of Goods,
Claims.


6.1.The Goods are considered delivered
by the Seller or the Shipper and accepted by the Buyer with respect to quality and quantity in accordance with the Certificate
of Quality and Shipping Specifications including an invoice.


6.2.In case of nonconformity of the
Goods quantity or quality to the documents referenced in Section 6.1 above or any other nonconformity, (e.g. damage or loss in
transit), the Buyer shall inform the Seller no later than [**] days after the receipt
of the defective Goods by the Buyer.


6.3.Claims in respect of the Goods
quality and quantity shall be accompanied with a written statement drawn up at the place of destination with the participation
of the Seller’s representatives and quality control department.


6.4The Claim must specify:


--the numbers and dates of the following
documents: the Contract, the Purchase Order, the AWB, the Packing Slip and the Certificate of Quality;


--information on the integrity of the
Type-A Shipping package and its internal contents;


--detailed results of the analytical
measurements including analysis methods used;


--the Buyer’s conclusions regarding
failure to meet the quality and/or quantity requirements of the Goods;


--the cost calculation of a missing
quantity of the Goods or the Quantity that cannot be used in production.


The Claim must be signed by the Buyer.


 


Each claim shall be provided in English
and Russian. One copy of the claim shall be sent to the Seller via express mail and another copy shall be sent via fax or electronic
mail.


 


6.5.Seller shall confirm the Claim
receipt via fax or electronic mail and issue a reply no later than 7 (seven) business days after the Claim receipt. The reply must
be sent in the same manner as the Claim, as described in Section 6.4 above.


6.6.Other than with respect to Goods
which are damaged in transit by the Shipper or delayed beyond the time for delivery as required by Section 1.1.4. as a result of
Shipper’s sole actions alone, the Buyer shall pay only for the Goods actually received that can be used in production. Payment
amounts shall be based on the corrected invoice provided by the Seller, as adjusted for failures in quantity and quality described
in Section 6.2 above. The copy of the corrected invoice shall be sent to the Buyer via fax or electronic mail.


6.7.Seller shall not be liable for
the changes in the quality or quantity of the Goods caused by either damages caused by or delays resulting from the third party
shipper of the Goods. Buyer shall be solely liable for carrying all insurance for Goods in transit.


6.8.In case of return of the claimed
goods the Buyer is to deliver the goods in packing which secure safety of goods during transportation.


 


7.Penalties


7.1.In case the Buyer does not send
the payment in the terms stipulated in the Contract the Buyer is to pay the penalty amounted to [**]
for each day of delay but no more than [**] of delivered value.


 





 



[**]Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.


 






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7.2.The obligation of the defaulting
party to pay the penalty arises upon written demand submitted by the other party. In case of delay in performance the penalty shall
accrue form the due date of due performance the party of its obligation hereunder.


 


8.Licenses.


8.1.The Seller is obliged at its risk
and expense to obtain and maintain the Export License, and the Buyer - the Import License.


8.2.The Buyer is obliged to inform
the Seller on the obtaining the License for importation of goods under the present Contract, in case of necessity of such License,
not later than 30 days prior the month of delivery.


 


9.Force-majeure.


9.1.Neither Party shall bear responsibility
for the complete or partial non-performance of any of its obligations (except for failure to pay any sum which has become due under
the provisions hereof), if the non-performance results from such circumstances as flood, fire, earthquake and other acts of God
as well as war, military operations, blockade, acts or actions of state authorities or any other circumstances beyond the Party’s
control that have arisen after the conclusion of the contract. In this case the time stipulated for the performance of an obligation
under the contract is extended correspondingly for the period of time of action of these circumstances and their consequences.


9.2.The Party for which the performance
of obligation became impossible shall immediately notify in written form the other Party of the beginning, expected time of duration
and cessation of above circumstances. Certificate of a Chamber of Commerce (Commerce and Industry) or other competent authority
or organization of the respective country shall be a sufficient proof of commencement and cessation of the above circumstances.


 


10.Termination


10.1.Buyer may terminate this Contract
upon 5 days written notice to Seller, upon failure to deliver the Goods meeting the quality and quantity specifications set forth
in Section 6.1 above, requested by Buyer for shipment within 7 days of the date scheduled for delivery to the designated airport
(Section 1.1.4.) over any consecutive four (4) week period regardless of the reason delivery has not occurred whether as a result
of delays caused by a shipper, closure of reactor facilities, or any other factors outside control of the Buyer causing the delay
in receipt of the Goods.


10.2.Seller may terminate this Contract
upon 5 days written notice if Buyer fails to pay any Invoice within 10 days of the due date, provided that no invoice involving
a shipment subject to a Claim shall be due until after such claim is either mutually resolved by the Parties or settled by Arbitration
under Section 11.


 


11.Arbitration.


11.1.All disputes or differences which
may arise out of or in connection with the present Contract (including disputes or differences connected with the non-validity
and the conclusion of the Contract) are to be settled by Arbitration in accordance with the Rules of the Arbitration Institute
of the Chamber of Commerce of Stockholm as are at present in force. The place of Arbitration shall be Stockholm, Sweden. The appointing
authority shall be the Arbitration Institute of the Stockholm Chamber of Commerce.


 






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11.2.The arbitral tribunal shall be
composed of a sole arbitrator, appointed by the Arbitration Institute of the Stockholm Chamber of Commerce.


11.3.The present Contract is governed
by the substantive law of Sweden with the exclusion of the provisions of conflict of laws. The language to be used in the arbitration
proceeding shall be English. The award of the Arbitration is final and binding upon both parties. All expenses with respect to
the Arbitration shall be born by the losing Party except as otherwise set forth by the Arbitration award.


 


12.Other conditions.


12.1.All taxes, duties, fees and other
expenses whatsoever connected with the fulfillment of the Contract in the territory of the Seller’s country are to be paid
by the Seller and beyond it — at the expenses of the Buyer.


12.2.Neither of the Parties is entitled
to transfer its rights and obligations under the Contract to any third party without the written consent of the other Party.


12.3.Any alterations and/or appendices
to the Contract are valid only if they are made out in the written form and signed by the duly authorized representatives of the
Parties.


12.5.All Appendixes mentioned in the
Contract are its integral parts.


12.6.After the signing of the Contract
all preceding negotiations and correspondence connected with it are out of force.


12.7.Zarechny Sverdlovsk region is
considered to be the place of the Contract signing.


12.8.Facsimile signature of the Contract
and all Appendixes and Addendums is permissible.


12.9.The present Contract is signed
in Russian and English, both texts being authentic in duplicate, one original for each party concerned.


 


THE SELLERS:THE BUYERS:


 


	/s/ Dmitrii Vladimirovich Markov	/s/ Dwight Babcock
	Director of Closed Stock Company «Science and Inovation», 	Dwight Babcock
	managing company for JSC «INM»	CEO IsoRay Medical


 






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APPENDIX 3


to Contract No. 840/08624332/1620-15


 


Date of signing: 2015/01/12


 


PRODUCT QUALITY REQUEREMENTS


 


1.Physical form.


1.1.Dried product with solids content of approximately [**]
per shipment.


 


2.Chemical form.


2.1.Any soluble salt of Cesium. There are no requirements
for the determination of the specific chemical composition of the Cesium salt.


 


3.Radiochemical purity.


3.1.Cs isotopes activity ratios per calibration (alert levels):


 


Cs-132/Cs-131: < [**];


Cs-134/Cs-131: < [**];


Cs-136/Cs-131: < [**];


Cs-137/Cs-131: < [**];


 


3.2.Impurities activity ratios per calibration (alert levels):


Ba-131/Cs-131: < [**];


Ba-133/Cs-131: < [**];


La-140/Cs-131: < [**];


Co-60/Cs-131: < [**];


Sb-122/Cs-131: < [**];


Sb-124/Cs-131: < [**];


Au-198/Cs-131: < [**];


Zn-65/Cs-131: < [**];


Ir-192/Cs-131: < [**];


 


Sum of all other gamma emitters: <[**].


 





	THE SELLERS:	THE BUYERS:
	/s/ Dmitrii Vladimirovich Markov	/s/ Dwight Babcock
	Director of Closed Stock Company «Science and Inovation», 	Dwight Babcock
	managing company for JSC «INM»	CEO IsoRay Medical


 





 



[**]Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.


 






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