exv10w1



 










Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.















Exhibit 10.1











	 	 	 	 	 
	 

	 	447 March Road
	 	Tel: +1 613 592-2790
	 

	 	Ottawa, Ontario
	 	Fax: +1 613 592-6937
	 

	 	K2K 1X8 Canada	 	 
	 

	 	www.mdsnordion.com	 	 











November 28, 2007




Alseres Pharmaceuticals Inc.

85 Main Street

Hopkinton, MA 01748

USA




Dear Sirs,




	 	 	 	 	 
	Re:

	 	Amendment #8 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.	 	As of the 8th day of June 2007, Boston Life Sciences changed its
name to Alseres Pharmaceuticals, Inc. (“ALSE”). All references to Boston Life Sciences
or BLSI in the Agreement shall now be replaced accordingly.
	 
	 	2.	 	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, 2008.”
	 
	 	3.	 	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, 2008 through December 31,
2008, 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 2007-RQ-0276 (attached) and as amended from time to time. The
Terms and Conditions on the second page of the quotation shall not apply.




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.




-1-









 









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   Nov 30/07
 	 	 
	 	 	 	 



Name: Phil Larabie

Title: Vice President, Business Development




	 	 	 	 	 	 	 
	 

	 	We agree this 4th day of December, 2007	 
	 
	 	 	 	 	 	 
	 

	 	Alseres Pharmaceuticals Inc.
	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Kenneth L. Rice Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Kenneth L. Rice Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	EVP & CFO	 	 
	 

	 	 	 	 	 	 





-2-









 









	QUOTATION            FROM: MDS NORDION
PRO-FORMA INVOICE            DATE: 2007 November 14
TO: Alseres Pharmaceuticals, OUR REFERENCE:
Inc. 2007-RQ-0276
85 Main Street YOUR REFERENCE:
Hopkinton, MA
USA 01748
Attention: Dr. Richard Thorn
ITEM            DESCRIPTION
——  —




	1.0 QUOTATION FOR THE SUPPLY OF BATCHES OF ALTROPANE FROM JANUARY 1, 2008 UNTIL DECEMBER 31,
2008.
Batch Description : up to 20 shippable doses of Altropane (Note 1)
Price : $[**] per batch
Minimum [**] Batches monthly (minimum charge of
$[**] per month)
Freight Charges : Prepaid and charged as incurred. AIRNET is
recommended.
Notes:
1. An 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.
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
—
CURRENCY:
United States Dollars
—
TERMS (SEE SECOND PAGE): QUOTATION VALID UNTIL:
Net 30 Days 2007 December 31
——  —
ISSUED ON BEHALF OF MDS NORDION
MIHRAN ZAROUKIAN, PROGRAM MANAGER, MDS NORDION
—





 









 














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 indicated 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 to 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 entitled 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 inure, 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 (Ir-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 0045C000.



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 therefrom.















 









 



















	 	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.	 	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.