Unassociated Document


    

      THE
        CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED
        WITH
        AN "XX", HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406
        PROMULGATED UNDER THE SECURITIES ACT OF 1933. 

    

     

    RESEARCH
      & DEVELOPMENT SERVICES AGREEMENT

     

    DPT
      LABORATORIES, LTD.

     

    AND

     

    TRANS-PHARMA
      CORPORATION

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	
              1.

            	
              SERVICES

            	
              1

            
	
               

            	
              1.1

            	
              Project
                Protocol

            	
              1

            
	 	
              1.2

            	
              Research
                Projects

            	
              1

            
	
              2.

            	
              COSTS

            	 	
              1

            
	 	
              2.1

            	
              Development
                Costs

            	
              1

            
	 	
              2.2

            	
              Raw
                Material Costs

            	
              2

            
	
              3.

            	
              INVOICING
                & PAYMENT

            	
              2

            
	 	
              3.1

            	
              Payment

            	
              2

            
	 	
              3.2

            	
              Collateral
                Security

            	
              2

            
	
              4.

            	
              COMPONENTS

            	
              2

            
	
              5.

            	
              OBSOLETE
                INVENTORY

            	
              3

            
	
              6.

            	
              COMPLIANCE

            	
              3

            
	 	
              6.1

            	
              Company’s
                Responsibility

            	
              3

            
	 	
              6.2

            	
              DPT's
                Responsibility

            	
              3

            
	 	
              6.3

            	
              Compliance
                Audit

            	
              4

            
	 	
              6.4

            	
              Limited
                Warranty

            	
              4

            
	
              7.

            	
              COMMERCIAL
                MANUFACTURE & SUPPLY

            	
              4

            
	 	
              7.1

            	
              Exclusive
                Manufacture

            	
              4

            
	
              8.

            	
              CONFIDENTIALITY

            	
              4

            
	
              9.

            	
              PROPERTY
                RIGHTS

            	
              4

            
	
              10.

            	
              DISCLAIMER

            	
              5

            
	
              11.

            	
              FORCE
                MAJEURE

            	
              5

            
	
              12.

            	
              INDEMNIFICATION

            	
              5

            
	 	
              12.1

            	
              Indemnification
                by DPT

            	
              5

            
	 	
              12.2

            	
              Insurance
                by DPT

            	
              5

            
	 	
              12.3

            	
              Indemnification
                by COMPANY

            	
              6

            
	 	
              12.4

            	
              Insurance
                by COMPANY

            	
              6

            
	
              13.

            	
              BREACH
                & CURE

            	
              6

            
	
              14.

            	
              ASSIGNMENT

            	
              6

            
	
              15.

            	
              NOTICE

            	
              7

            
	
              16.

            	
              INDEPENDENT
                CONTRACTOR

            	
              7

            
	
              17.

            	
              GOVERNING
                LAW AND DISPUTE RESOLUTION

            	
              7

            
	 	
              17.1

            	
              Governing
                Law

            	
              7

            
	 	
              17.2

            	
              Mediation

            	
              7

            
	 	
              17.3

            	
              Arbitration

            	
              7

            
	
              18.

            	
              SURVIVABILITY

            	
              9

            
	
              19.

            	
              ENTIRE
                AGREEMENT

            	
              9

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    This
      Research & Development Services Agreement (the "Agreement") is made as of
      this 11th day
      of
      October 2007 (the "Effective Date") by and between 'Trans-Pharma Corporation,
      with its
      principal place of business at 4225 Executive Square, Suite 460, La Jolla,
      CA
      92037 (hereinafter
      referred to as "COMPANY") and DPT Laboratories, Ltd., Texas Limited Partnership,
      with its principal place of business at 307 E. Josephine, San Antonio, Texas
      78215, (hereinafter referred to as “DPT”).

     

    RECITALS

     

    WHEREAS,
      DPT
      provides certain contract research and development, manufacturing, and packaging
      services; and

     

    WHEREAS,
      COMPANY
      desires to engage DPT to provide certain research and development,
      manufacturing, and packaging services, as more specifically set forth in
      Schedule A attached hereto and the Project Protocols attached or to be attached
      hereto. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants hereinafter expressed, the parties agree
      as follows:

     

    
      	
              1.

            	
              SERVICES

            


    

     

    
      	 	
              1.1

            	
              Project
                Protocol

            


    

     

    COMPANY
      has requested and DPT has agreed to provide certain research and development
      services in connection with the Company’s product or products more particularly
      described on Schedule A attached hereto (the "Product") all as more particularly
      described in the "Project Protocol(s)"
      referenced below. To the extent that DPT
      agrees to perform any services hereunder for COMPANY, DPT shall only be
obligated
      m use reasonable good faith efforts to accomplish the desired results as
      outlined in
      a
      mutually agreed upon Project Protocol. Nothing herein shall obligate DPT to
      achieve any
      specific results and DPT makes no warranties or representations that it will
      be
      able to achieve
      the desired results.

     

    
      	 	
              1.2

            	
              Research
                Projects

            


    

     

    From
      time
      to time, COMPANY may request, in writing, that DPT evaluate, develop,
manufacture,
      test and/or provide price quotations for certain new items which may
become
      Products on behalf of COMPANY. Upon receipt of such a request, DPT shall
determine,
      at its sole discretion, whether it desires to perform such services for
COMPANY.
      If DPT elects to perform such services, DPT shall so notify COMPANY within
      thirty (30) days of its receipt of Company’s request. To the extent that DPT
agrees
      to
      perform any services hereunder for COMPANY, DPT shall only be obligated to
      act
      in
      good faith and to use reasonable efforts to accomplish the desired results
      as
outlined
      in a mutually agreed upon Project Protocol. Nothing herein shall obligate DPT
      to
      achieve any specific results and DPI' makes no warranties or representations
      that it will
      be
      able to achieve the desired results.

     

    
      	
              2.

            	
              COSTS

            


    

     

    
      	 	
              2.1

            	
              Development
                Costs

            


    

     

    DPT
      has
      submitted to COMPANY a written development proposal in the form of a
Project
      Protocol identifying DPT's best estimate of the development
      costs. XX.
      If this
      estimate is acceptable
      to COMPANY and COMPANY so notifies DPT by approving the Project Protocol
      in writing, DPT may begin work as outlined in the Protocol. It is understood
      between
      both parties that, during any development project, unforeseen events may occur,
      including,
      but not limited to, termination of any further activity due to unacceptable
      results,
      significant reevaluation due to marginal results, etc. DPT will promptly notify
      COMPANY
      of any such unforeseen events before proceeding at which time either
COMPANY
      or DPT may terminate the project or mutually agree to amend or completely revise
      the Project Protocol. Both parties agree that changes, including related costs,
      to the Project Protocol will be completely described in a written Protocol
      amendment, and that
      the
      approval of each amendment by both parties is required before they are accepted.
      In
      the
      case where the project is terminated or revised, COMPANY will be obligated
      to
pay
      for
      all of the work performed by DPT up to that point.

    
       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              2.2

            	
              Raw
                Material Costs

            


    

     

    Raw
      material costs will be in accordance with the Project Protocol will be billed
      to
COMPANY
      as set forth in the Project Protocol.

     

    
      	
              3.

            	
              INVOICING
                & PAYMENT

            


    

     

    
      	 	
              3.1

            	
              Payment

            


    

     

    The
      foregoing development costs shall be paid to DPT in accordance with DPT's
standard
      invoicing procedures regardless of whether DPT is able to accomplish the
results
      that COMPANY requested. All invoices shall be paid by COMPANY within
thirty
      (30) days of Company’s receipt of such invoice. A late fee of one and one-half
percent
      (1.5%) of total invoice can be added each month for late payments. DPT, at
      its
      sole discretion, has the right to discontinue Company’s credit on future orders
      and to put
      a
      hold on any production or shipment of Product if Company’s account is not
current.
      Such hold on production or shipment shall not constitute a breach of this
Agreement
      by DPT. In the event credit is discontinued, a one hundred percent (100%)
deposit
      paid by COMPANY to DPT may be required prior to DPT providing services
under
      Project Protocols.

     

    
      	 	
              3.2

            	
              Collateral
                Security

            


    

     

    As
      collateral security for Company’s payment obligations contained in this
Agreement,
      COMPANY grants to DPT a security interest in all raw materials, inventory,
      work-in-progress,
      and finished goods related to the Project Protocols and/or Research Projects
      referenced in this Agreement. Chapter 9 of the Texas Uniform Commercial Code
      shall
      govern the rights and obligations of the parties relative to the security
      interests granted
      herein.

     

    
      	
              4.

            	
              COMPONENTS

            


    

     

    In
      consideration of its expertise in the design and manufacture of the Product,
      and
      its familiarity
      with the component materials best suited to the manufacture of the Product,
      DPT
      shall
      be responsible for the acquisition of selected components of the Product,
subject
      to their availability. All raw materials delivered to DPT and invoiced to
COMPANY
      in accordance with Paragraph 3 of this Agreement are the sole and exclusive
      property
      of COMPANY. DPT agrees to handle and store Company’s materials in accordance
      with applicable laws and regulations and at conditions prescribed by the
manufacturer
      in order to maintain their quality and suitability for use.

    
       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

    

    
      	
              5.

            	
              OBSOLETE
                INVENTORY

            


    

     

    Any
      COMPANY-specific inventory including, but not limited to, raw materials, bulk
      Research Product, waste by-products, testing supplies, stability samples,
      work-in-process, and finished goods rendered obsolete at the conclusion,
      revision or termination of the development project shall be shipped to COMPANY,
      freight collect, for destruction by the COMPANY. COMPANY shall bear one hundred
      percent (100%) of all destruction costs related to said obsolete inventory.
      The
      destruction shall be in accordance with all applicable laws and regulations
      and
      COMPANY shall indemnify DPT for any liability, costs or expenses, including
      attorney's fees and court costs, relating to Company’s failure to dispose of
      such inventory in accordance with such laws and regulations. COMPANY shall
      also
      provide DPT with all manifests and other applicable evidence of proper
      destruction as may be requested by DPT or required by applicable
      law.

     

    
      	
              6.

            	
              COMPLIANCE

            


    

     

    
      	 	
              6.1

            	
              Company’s
                Responsibility

            


    

     

    Company
      will provide DPT with a fully developed formula, process and specifications
      for
      the Product and its manufacture (collectively, the "Specifications"). Company
      is, and shall remain, the sole and exclusive owner of the Specifications.
      COMPANY shall bear sole responsibility for the validity of all test methods
      and
      appropriateness of all Specifications. In addition, COMPANY shall bear sole
      responsibility for all regulatory approvals, filings, and registrations and
      adequacy of all validation, stability, and preservative efficacy
      studies. XX, COMPANY shall provide to DPT the applicable Material Safety
      Data Sheet" ("MSDS") containing written or printed material concerning a
      hazardous chemical which is prepared in accordance with the regulations
      promulgated by the Occupational Safety & Health Administration, or any
      successor entity thereto, for finished products and all components necessary
      for
      the manufacture of Products. Any components or Products requiring disposal
      shall
      be presumed hazardous unless otherwise provided in the MSDS information
      provided. COMPANY shall also be responsible for any necessary or desired GMP
      audits of those component suppliers designated by COMPANY, including audit
      of
      the active pharmaceutical ingredient supplier.

     

    
      	 	
              6.2

            	
              DPT's
                Responsibility

            


    

     

    DPT
      shall
      use its commercially reasonable efforts in good faith to perform each of the
      services set forth in each Project Protocol for the purpose of delivering the
      deliverables set forth in each Project Protocol. DPT will manufacture the
      Product in accordance with current Good Manufacturing Practices of the FDA
      and
      other applicable rules and regulations of the FDA. DPT shall maintain all
      original documents involving the manufacture and control for the Product
      including its raw materials, drug substance, and package components, including
      but not limited to inventory records, testing procedures and specifications,
      master and lot manufacturing instructions, data from testing and inspections,
      and original records of experimental work performed to establish capability
      to
      manufacture and test the Product. DPT shall store these original documents
      in a
      safe and organized manner so that they may be provided upon request to COMPANY
      or to the FDA, DEA or other Federal or State agency within twenty-four (24)
      hours of their request. In the event that COMPANY elects not to pursue
      marketing, sale, license, or transfer of the Product, DPT shall surrender all
      original documents to COMPANY within ten (10) business days of receipt of a
      written request for such.

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              6.3

            	
              Compliance Audit

            


    

     

    COMPANY
      shall have the right, with DPT's prior notification, to annually conduct a
      compliance audit of DPT's facilities pertaining to the manufacturing,
      laboratory, packaging, storage, testing, shipping or receiving of the Product
      or
      its components. The aforementioned condition is not limiting to the presence
      of
      COMPANY representatives at DPT for the purpose of transferring technology or
      monitoring any of the activities in the Project Protocol.

     

    
      	 	
              6.4

            	
              Limited
                Warranty

            


    

     

    In
      the
      event of a batch failure due to the gross negligence of DPT, DPT will replace
      such batch with a batch that conforms to Specifications or shall refund to
      the
      Company any sums actually paid therefore.

     

    
      	
              7.

            	
              COMMERCIAL
                MANUFACTURE & SUPPLY

            


    

     

    
      	 	
              7.1

            	
              Exclusive
                Manufacture

            


    

     

    It
      is the
      expectation of the parties that DPT will become the primary manufacturer of
      the
      Product. As such, the parties agree to negotiate in good faith for the purpose
      of entering into a full Manufacturing and Supply Agreement for the commercial
      production of the Product listed in Schedule A. The price which COMPANY (or
      its
      assigns) shall pay to DPT for such Product shall be based upon the Manufacturing
      Fee estimate provided in good faith by DPT subject to revision for final
      packaging configuration between DPT and COMPANY, plus raw material costs
      incurred by DPT for the Product. Within sixty (60) days of the development
      of a
      finished product prototype according to the Project Protocol (which shall
      include final primary container selection filled with Product), DPT will provide
      a revised estimate of the fee for manufacturing commercial quantities of product
      (the "Manufacturing Fee") with written support to substantiate any proposed
      revisions.

     

    
      	
              8.

            	
              CONFIDENTIALITY

            


    

     

    The
      Confidentiality Agreement between DPT and COMPANY dated June I, 2004 is hereby
      incorporated in its entirety by this reference, and shall remain in effect
      until
      the later of 0) expiration according to its terms, or (ii) five years following
      expiration or termination of any Manufacturing and Supply Agreement entered
      into
      between DPT and COMPANY. COMPANY acknowledges that as a contract manufacturing
      organization, DPT's business involves the application of its expertise,
      technology and know-how to numerous pharmaceutical and other products and that
      DPT retains the right (subject to its obligations under the applicable
      confidentiality provision or agreement) to apply such expertise, technology
      and
      know-how to a variety of products or services.

     

    
      	
              9.

            	
              PROPERTY
                RIGHTS

            


    

     

    With
      respect to property and proprietary rights, the parties agree to the following:
      (i) during the term of this Agreement, DPT shall adapt its knowledge,
      information and know-how ("know-how") in an attempt to satisfy the needs of
      the
      COMPANY in accordance with the scope of work agreed to by both parties; (ii)
      DPT
      does hereby grant to COMPANY a non-exclusive, perpetual, paid-up, royalty free,
      irrevocable license (including the right to sub-licenses) to such know-how
      or
      other intellectual property rights arising from the work to be performed
      pursuant to any applicable Project Protocol, but solely for the use, manufacture
      and/or commercialization of the COMPANY Product; and (iii) DPT retains the
      right
      to utilize such know-how or other intellectual property rights in the normal
      course of business.

    
       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

    

    
      	
              10.

            	
              DISCLAIMER

            


    

     

    EXCEPT
      AS
      SPECIFICALLY PROVIDED HEREIN, DPT AND COMPANY MAKE NO OTHER WARRANTIES, EXPRESS
      OR IMPLIED, WITH RESPECT TO PRODUCT, LABELING OR PACKAGING. ALL OTHER
      WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, TIIE IMPLIED
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY
      DISCLAIMED. DPT AND COMPANY AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE
      TO THE OTHER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM
      BREACH OF THIS AGREEMENT.

     

    
      	
              11.

            	
              FORCE
                MAJEURE

            


    

     

    Each
      of
      the parties hereto shall be excused from the performance of its obligations
      hereunder in the event performance of this Agreement is prevented by force
      majeure and such excuse shall continue as long as the condition constituting
      such force majeure continues, plus thirty (30) days after the termination of
      such condition. For purposes of this Agreement, force majeure is defined as
      follows:

     

    Causes
      beyond the control of COMPANY or DPT, which are not attributable to any legal
      violation, breach or default by either party, including acts of God, acts,
      regulations, or laws of any government, civil commotion, strikes, shortages
      of
      raw materials, unavailability of necessary equipment, substantial damage to
      or
      destruction of production facilities or material by fire, earthquake or storm,
      epidemics and failure of public utilities or common carriers.

     

    
      	
              12.

            	
              INDEMNIFICATION

            


    

     

    
      	 	
              12.1

            	
              Indemnification
                by DPT

            


    

     

    DPT
      agrees to indemnify COMPANY, its employees, officers, directors and
      representatives for any third party claims arising out of DPT's failure to
      comply with its obligations under the Project Protocol which are within its
      control, and provided such claim does not exceed the amount of insurance
      coverage required under Section 12.2.

     

    
      	 	
              12.2

            	
              Insurance
                by DPT

            


    

     

    In
      furtherance of the indemnification provision contained in Section 12.1, during
      the term of this Agreement, DPT shall maintain in full force and effect Products
      Liability Insurance coverage in the minimum amounts of XX per occurrence
      with an annual aggregate amount of XX.

    
       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              12.3

            	
              Indemnification
                by COMPANY

            


    

     

    COMPANY
      agrees to indemnify DPT, its employees, officers, directors and representatives
      for any direct or indirect, first or third party claim, loss or damage
      (including reasonable attorney's fees paid or incurred by any of them) arising
      out of any ownership, testing, use, application, consumption, distribution,
      or
      sale of the Product. COMPANY hereby represents and warrants to DPT that all
      COMPANY designated formulas, components and artwork related to the Product
      do
      not violate or infringe any patent, copyright or trademark laws, and agrees
      to
      indemnify DPT, its employees, officers, directors and representatives for any
      claim, loss or damage including reasonable attorney's fees paid or incurred
      by
      any of them in connection therewith.

     

    
      	 	
              12.4

            	
              Insurance
                by COMPANY

            


    

     

    In
      furtherance of the indemnification provision contained in Section 12.7., upon
      the execution of this Agreement, COMPANY shall procure and maintain a policy
      of
      Commercial General Liability insurance listing DPT as an additional insured
      in
      the minimum amount of XX per occurrence with an annual aggregate amount of
      XX. Furthermore, at such time as any clinical trial related to the Product
      is
      initiated and for a period of XX following any expiration or termination of
      this
      Agreement, COMPANY shall maintain in full force and effect: (i) Products
      Liability Insurance including Contractual Liability and ) Clinical Trials
      coverage (which includes coverage for Bodily Injury or Property Damage claims
      arising out of the conduct of clinical trials. Insurance coverage for subsection
      (i), shall list DPT as an additional insured and be in the minimum amounts
      of XX per occurrence with an annual aggregate amount of XX, or such lesser
      amount as the parties hereto agree to in writing. Such evidence of insurance
      coverage can be in the form of the original policy or Certificate of Insurance
      which shall provide that the insurer has assumed the liability as provided
      for
      herein.

     

    
      	
              13.

            	
              BREACH
                & CURE

            


    

     

    This
      Agreement shall become effective on the Effective Date and shall continue in
      effect until completion of the services contemplated by each outstanding Project
      Protocol. If either party defaults or breaches any of the material provisions
      of
      this Agreement, the other party may terminate this agreement upon thirty (30)
      days prior written notice to the defaulting party; provided that if such default
      or breach is cured within that thirty (30) day period, the Agreement shall
      continue in full force and effect.

     

    
      	
              14.

            	
              ASSIGNMENT

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the successors
      or
      permitted assigns of each of the parties and may not be assigned or transferred
      by either party without the prior written consent of the other, except that
      DPT's consent will not be required for an assignment to any third party
      acquiring rights in the Product. In addition, the consent of the other party
      hereto shall not be required with regard to an assignment in connection with
      the
      transfer of substantially all the assets of either of the parties hereto. Any
      assignments, including but not limited to, sale, transfer, or license of brand
      or Products, shall not release the original party hereto from their duties
      and
      obligations under this Agreement.

    
       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

    

    
      	
              15.

            	
              NOTICE

            


    

     

    Any
      notice required hereunder shall be effective upon receipt and may be served
      by
      either party on the other by personal delivery, or by sending same, post
      prepaid, by registered or by certified mail to the address first set forth
      above.

     

    
      	
              16.

            	
              INDEPENDENT
                CONTRACTOR

            


    

     

    The
      relationship created by this Agreement shall be strictly that of an owner and
      independent contractor. Neither party is hereby constituted an agent or legal
      representative of the other party for any purpose whatsoever, and neither party
      is granted any right or authority hereunder to assume or create any obligation,
      express or implied, or to make any representation, warranties or guarantees,
      except as are expressly granted or made in this Agreement.

     

    
      	
              17.

            	
              GOVERNING
                LAW AND DISPUTE RESOLUTION

            


    

     

    
      	 	
              17.1

            	
              Governing
                Law

            


    

     

    The
      validity, interpretation and effect of this Agreement shall be governed by
      and
      construed under the laws of the State of Texas, U.S.A.

     

    
      	 	
              17.2

            	
              Mediation

            


    

     

    THE
      PARTIES AGREE TO ATTEMPT TO SETTLE ANY DISPUTES THAT ARISE IN CONNECTION WITH
      THIS AGREEMENT THROUGH GOOD FAITH NON-BINDING MEDIATION EFFORTS. THE PARTIES
      AGREE THAT ANY DISPUTE THAT ARISES IN CONNECTION WITH THIS AGREEMENT WHICH
      IS
      NOT SETTLED THROUGH GOOD FAITH MEDIATION EFFORTS AND WHICH DOES NOT INVOLVE
      A
      CLAIM FOR EQUITABLE RELIEF SIIALL BE SETTLED BY ARBITRATION ACCORDING TO THE
      PROVISIONS OF PARAGRAPH 17.3 BELOW.

     

    
      	 	
              17.3

            	
              Arbitration

            


    

     

    
      	 	
              (i)

            	
              ANY
                DISPUTE, CLAIM OR CONTROVERSY ARISING FROM OR RELATED IN ANY WAY
                TO THIS
                AGREEMENT OR THE INTERPRETATION, APPLICATION, BREACH, TERMINATION
                OR
                VALIDITY THEREOF, INCLUDING ANY CLAIM OF INDUCEMENT OF THIS AGREEMENT
                BY
                FRAUD OR OTHERWISE, NOT RESOLVED BY GOOD FAITH MEDIATION EFFORTS
                WILL BE
                SUBMITTED FOR RESOLUTION TO ARBITRATION PURSUANT TO THE COMMERCIAL
                ARBITRATION RULES THEN PERTAINING OF THE CENTER FOR PUBLIC RESOURCES
                ("CPR"), EXCEPT WHERE THOSE RULES CONFLICT WITH THESE PROVISIONS,
                IN WHICH
                CASE THESE PROVISIONS CONTROL. SUCH ARBITRATION SHALL BE HELD IN
                (I)
                COMPANY'S HOME COUNTY, IF THE DEMAND FOR ARBITRATION IS INITIATED
                BY DPT
                OR (II) BEXAR COUNTY, TEXAS, IF THE DEMAND FOR ARBITRATION IS INITIATED
                BY
                COMPANY.

            


    

     

    
      	 	
              (ii)

            	
              A
                single arbitrator shall be chosen from the CPR Panels of Distinguished
                Neutrals and shall be a lawyer specializing in business litigation
                with at
                least 15 years experience with a law firm of over 25 lawyers or was
                a
                judge of a court of general
                jurisdiction.

            


    

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              (iii)

            	
              The
                parties agree to cooperate (I) to obtain selection of the arbitrator
                within 30 days of initiation of the arbitration, (2) to meet with
                the
                arbitrator within 30 days of selection and (3) to agree at that meeting
                or
                before upon procedures for discovery and as to the conduct of the
                hearing
                which will result in the hearing being concluded within no more than
                9
                months after selection of the arbitrator and in the award being rendered
                within 60 days of the conclusion of the hearings, or of any post-hearing
                briefing, which briefing will be completed by both sides within 20
                days
                after the conclusion of the hearings. In the event no such agreement
                is
                reached, the CPR will select the arbitrator, allowing appropriate
                strikes
                for reasons of conflict or other cause and three peremptory challenges
                for
                each side. The arbitrator shall seta date for the hearing, commit
                to the
                rendering of the award within 60 days of the conclusion of the evidence
                at
                the hearing, or of any post-hearing briefing (which briefing will
                be
                completed by both sides in no more than 20 days after the conclusion
                of
                the hearings), and provide for discovery according to these time
                limits,
                giving recognition to the understanding of the parties hereto that
                they
                contemplate reasonable discovery, including document demands and
                depositions, but that such discovery be limited so that the time
                limits
                specified herein may be met without undue difficulty. In no event
                will the
                arbitrator allow either side to obtain more than a total of 40 hours
                of
                deposition testimony from all witnesses, including both fact and
                expert
                witnesses. In the event multiple hearing days are required, they
                will be
                scheduled consecutively to the greatest extent
                possible.

            


    

     

    
      	 	
              (iv)

            	
              The
                arbitrator shall render an opinion setting forth findings of fact
                and
                conclusions of law with the reasons therefor stated. A transcript
                of the
                evidence adduced at the hearing shall be made and shall, upon request,
                be
                made available to either party.

            


    

     

    
      	 	
              (v)

            	
              To
                the extent possible, the arbitration hearings and award will be maintained
                in confidence.

            


    

     

    
      	 	
              (vi)

            	
              Any
                court of competent jurisdiction may enter judgment upon any
                award.

            


    

     

    
      	 	
              (vii)

            	
              Each
                party has the right before or during the arbitration to seek and
                obtain
                from the appropriate court provisional remedies such as attachment,
                preliminary injunction, replevin, etc. to avoid irreparable harm,
                maintain
                the status quo, or preserve the subject matter of the
                arbitration.

            


    

     

    
      	 	
              (viii)

            	
              EACH
                PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY
                JURY.

            


    

     

    
      	 	
              (ix)

            	
              The
                decision of the arbitrator shall be final and binding upon all parties
                and
                their respective successors and assigns. The costs of mediation and/or
                arbitration, including reasonable attorney's fees, shall be borne
                by the
                losing party, as allocated by the arbitration
                award.

            


    

    
       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

    

    
      	
              18.

            	
              SURVIVABILITY

            


    

     

    In
      the
      event that any term or provision of this Agreement shall violate any applicable
      statute, ordinance, or rule of law in any jurisdiction in which it is used,
      or
      otherwise be unenforceable, such provision shall be ineffective to the extent
      of
      such violation without invalidating any other provision hereof

     

    
      	
              19.

            	
              ENTIRE
                AGREEMENT

            


    

     

    The
      parties hereto acknowledge that this document and each Exhibit attached hereto
      and each Project Protocol arising hereunder sets forth the entire agreement
      and
      understanding of the parties and except as set out herein, supersedes all prior
      written or oral agreements or understandings with respect to the subject matter
      hereof, and shall supersede any conflicting portions of DPT's quotation and
      acknowledgment forms and Company’s Purchase Order and other written forms. No
      modification of any of the terms of this Agreement, or any amendments thereto,
      shall be deemed to be valid unless in writing and signed by the party against
      whom enforcement is sought. No course of dealing or usage of trade shall be
      used
      to modify the terms and conditions herein.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have each caused this Agreement to be executed
      by their duly authorized officers as of the date first above
      written.

    


    
      	
              TRANS-PHARMA
                CORPORATION

            	 	
              DPT
                LABORATORIES, LTD.

            
	 	 	 	 	 	 
	 	
              By:

            	
              /s/ Juliet Singh,
                Ph.D.

            	 	
              By:

            	
              /s/ Marc Iacobucci

            
	 	 	
              Name:
                Juliet Singh, Ph.d

            	 	 	
              Name:
                Marc Iacobucci

            
	 	 	
              Title: Chief Executive Officer

            	 	 	
              Title: Vice President - Marketing and 

              Project Management

            


    

     

    
      
        
        

      

      
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