Exhibit 10.15


 


SUPPLY AGREEMENT


 


PARTIES


 


	GE Healthcare entity (thereinafter ”GEHC”),
        previously known as Amersham Health AS:

         

        GE HEALTHCARE AS

         

        Address

         

        Nycoveien 1-2

        0401 OSLO

        NORWAY
	 	Other Party (thereinafter the “Supplier”),
        previously known as Organichem Corporation:

         

        AMRI Rensselaer, Inc.

         

        Address

         

        26 Corporate Circle

        Albany, New York 12203

        USA



 


	AGREEMENT	GEHC
    REF: 


 


The Parties hereby agree that the following terms and conditions
shall apply:


 


		A.	Agreement



The Supplier shall sell to GEHC,
and GEHC shall purchase from the Supplier the products meeting the specifications referred to in Attachment A (the “Product”)
in such amounts as GEHC may order from time to time on the terms and conditions set out in this Agreement . GEHC shall pay the
price of the Product and any Additional Charges, if any, specified in Attachment A (together, the “Prices”).


 


		B.	Documents



The following attachments are
an integral part of this Agreement (the “Attachments”). The provisions of each Attachment shall be incorporated
by reference into and deemed to be part of this Agreement:


 


	Attachment A -	Products and Prices
	Attachment B -	Special Terms and Requirements
	Attachment C -	Commercial Terms and Conditions
	Attachment D -	Supplier Integrity Statement
	Attachment E –	Quality Assurance Agreement including specification (Annex 4) of
    April 4th, 2010 
	Attachment F -	Documentation requirement for supply of ABA Hcl.
	Attachment G -  	Aminobisamide Packaging Specifications


 


		C.	Term



Effective Date: January
1st 2012


Length of contract: This
Agreement shall take effect retrospectively from the Effective Date and, subject to the rights of termination in clause 1 of Attachment
C, shall continue until December 31st 2016. The Parties shall meet on or before 2 years prior to the expiration of
the Term to decide whether to renew this Agreement. If the Agreement is not extended prior to the date of termination, the Agreement
will terminate at the expiration of the term.


 


The Agreement supersedes and
replaces the Supply Agreement between the Amersham Health AS and Organichem Corporation of August 31st 2005 and the
Amendment between GE Healthcare AS and AMRI Rensselaer, Inc of December 22nd 2008.


 


 


This Agreement has been duly executed by each of the Parties


 


	Signed for and on behalf of GEHC AS	 	Signed for and on behalf of AMRI Rensselaer, Inc.
	 	 	 	 	 
	Signature	/s/ Bard
    Reinholdtsen	 	Signature	/s/ Thomas D’Ambra
	 	 	 	 	 
	Name (capitals)	BARD REINHOLDTSEN	 	Name (capitals)	THOMAS D’AMBRA
	Title	Global Sourcing Leader	 	Title	President & CEO


 




    	 



    	 



    

 


Attachment A


Products and Prices


 


	Product
    name	 	GEHC 

        Art No
	 	Supplier 

        Art No
	 	Spec No or

        Attachment

        ref.
	 	Unit

        Size
	 	Unit

        price
	 	Lead
    time	 	Shelf
    Life
	Aminobisamide Hcl (“ABA Hcl”)	 	1002075	 	 	 	Ref Attachment E, QA Agreement	 	Kg	 	See below:	 	POs to be sent [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] or more
    prior to date of shipment	 	[/*[CONFIDENTIAL TREATMENT REQUESTED]*/]from date of production


 


	Currency:	USD


 


Delivery term for international transports (Incoterms 2010):
CIP Kristiansand, Norway. Title of Product passes to GEHC upon shipment from Supplier’s plant. 


 


Contract price and volumes


 


	 	2012*	 	2013	 	2014	 	2015	 	2016
	Base volume (Tons)	————
    [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]————————
	Price ($/Kg)	————
    [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]————————


 


* [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]


 


Price - volume adjustment:


		a)	No adjustment if volume changes less than or equal
                                                                       to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



		b)	If the volume decreases between [/*[CONFIDENTIAL TREATMENT
                                                                REQUESTED]*/], then the percent price increase will be equal to
                                                                [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



		i.	*Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



		c)	If the volume decreases more than [/*[CONFIDENTIAL TREATMENT
                                                                REQUESTED]*/] then the percent price increase will be [/*[CONFIDENTIAL
                                                                TREATMENT REQUESTED]*/].



		i.	Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



		d)	If the volume increases by more than than [/*[CONFIDENTIAL
                                                                TREATMENT REQUESTED]*/] then the percent price decrease will be
                                                                equal to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



		i.	Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



 


For the avoidance of doubt, GEHC is under no obligation to
buy any minimum quantity, but GEHC shall purchase [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of its requirements from AMRI in 2012
and 2013. GEHC shall have the right to obtain up to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the required volume from other
sources in 2014 and up to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the required volume from other sources in 2015 and 2016.


 


If GEHC decides to exercise the option of buying volumes from
other sources in 2014-2016, the price from AMRI will increase by [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. GEHC shall give AMRI
notice six months prior to the purchase from other sources, indicating volume, and other relevant information as necessary to
account for the calculation of price increase.


		i.	Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



 




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If GEHC in any given year spends with AMRI [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/], the price of ABA Hcl for that year is reduced by [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. If GEHC in
any given year spends with AMRI [/*[CONFIDENTIAL TREATMENT REQUESTED]*/], the price of ABA Hcl for that year is reduced by [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]. This additional spend [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] from AMRI.





 


Any increase in price based on volume or alternative sourcing
under this section shall be invoiced with the next invoice for Product shipped following the date on which the increase was incurred.
Any decrease in price based on volume or base spend under this section shall be credited towards the next invoice for Product
shipped following the date on which the decrease was incurred; any excess credit shall be applied towards the following invoice(s)
until the full credit is satisfied. For the avoidance of doubt, no cash refund shall be paid to GEHC in connection with any credit
earned under this section, except as may apply upon termination or expiration of this Agreement.


 




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Attachment B


Special Terms and Requirements


 


		1.	Specification



 


The Products to be supplied
in accordance with the terms of this Agreement are set forth in Attachment A. A technical specification in relation to a specific
Product is referred to as the “Specification” and is set forth in Attachment E, Quality Assurance Agreement
including specification (Annex 4) of April 4th, 2010


 


		2.	Delivery Documentation 



 


The Supplier shall ensure that
the documents listed in Attachment F – Documentation Requirements for supply of raw materials to GEHC, Lindesnes plant attached
all shipments of the Product.


 


The Supplier shall ensure that
Safety Data Sheets (SDS) are updated in accordance with current European law and regulations. The Supplier is responsible for
automatically sending revised SDS to GEHC in Norwegian language.


 


		3.	Packaging and Shipping Requirements
                                                           



 


The Product shall be packaged
in accordance with the packaging specifications shown in Attachment G.


 


		4.	Testing Requirements 



 


GEHC shall test the Product
according to the QA Agreement and Specifications set forth in Attachment E.


 


		5.	Labelling Requirements



 


When the Global Harmonized System
for classification and labelling come into force, the labelling of the products has to be in compliance with the EU regulations.


 


The Supplier confirms that
it is aware of the Regulation No. 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation,
Authorisation and Restriction of Chemicals (REACH). The Supplier will comply with the requirements of REACH.


 


The Product should also be
labelled according to the QA Agreement set forth in Attachment E.


 


		6.	Invoicing Requirements 



 


The invoice shall contain the
Purchase Order number, item number, invoice quantity, unit of measure, unit price, total invoice amount, Purchaser’s Norwegian
Tax/VAT number and Seller’s name/phone number, address to which remittance should be sent, and other information required
by law.


Invoice is not considered as
having been received until it complies with these conditions.


Purchaser shall provide Seller
with its Norwegian Tax/VAT number.


 


		7.	Prices and payment terms



 


		a.	Firm prices. Prices are
                                                               fixed for the Term of this Agreement except as amended in accordance
                                                               with Attachment A. Except where expressly specified otherwise in
                                                               Attachment A, the Prices include all costs relating to the supply
                                                               of the Products including, but not limited to, insurance (except
                                                               as otherwise provided in Attachment C), and packaging costs. GEHC
                                                               shall not be obliged to reimburse the Supplier for any Additional
                                                               Charges or any other costs relating to the supply of the Products
                                                               that are not specified in Attachment A or otherwise agreed in writing
                                                               by the Parties. In no event shall the Prices be increased by the
                                                               Supplier without the express written consent of GEHC, except as
                                                               set forth in Exhibit A, in which case no consent shall be required.



 




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		b.	Intentionally left blank..



 


		c.	Intentionally left blank.



 


		d.	Taxes. Unless prohibited
                                                               by law, the Supplier will separately indicate on its Invoice any
                                                               tax that is required to be imposed on the sale of Products.



 


		e.	Payment Terms. GEHC shall
                                                               settle any undisputed invoices arising under this Agreement within
                                                               [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] days from invoice date,
                                                               subject to receiving an invoice prepared in accordance with the
                                                               terms of this Agreement. All sums to be paid by GEHC under this
                                                               Agreement shall be in the currency specified in Attachment A.



 


		8.	Forecast/Commitment/Quantities



 


		a.	Forecasting. Before the
                                                               end of each year, and on a rolling basis before the first day of
                                                               each calendar month, GEHC shall submit to the Supplier forecasts
                                                               in writing for its estimated needs of the Products during the subsequent
                                                               twelve month period. The Supplier shall promptly provide any approved
                                                               subcontractors with the forecast.



 


		b.	Non-binding and Binding Forecasts.
                                                               Any twelve month forecast provided by GEHC or mutually developed
                                                               by the Parties for GEHC’s requirements for Products shall
                                                               not be binding in any way on GEHC and GEHC may modify any such
                                                               forecast at any time in its sole discretion, except that the forecast
                                                               for the first [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]of any given
                                                               twelve month forecast shall constitute a binding order for the
                                                               Product (“Firm Period Forecast”) and GEHC shall be
                                                               required to “take or pay,” accordingly, unless otherwise
                                                               agreed to in writing by the Parties. The Supplier shall confirm
                                                               within five (5) days of receiving any Firm Period Forecast of its
                                                               ability to satisfy such order. Upon such confirmation, the Supplier
                                                               represents and warrants that it has the capacity and expertise
                                                               necessary to manufacture and deliver to GEHC the base volume forecast
                                                               (ref Attachment A) of Products, and any increased volume of up
                                                               to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] greater than the base
                                                               volume. Notwithstanding this, the Supplier shall make commercially
                                                               reasonable efforts to accommodate GEHCs request for volumes greater
                                                               than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the base volume
                                                               . In the event that the Supplier is unable to supply volumes in
                                                               accordance with GEHCs forecasts, GEHC shall be relieved of its
                                                               obligation to purchase only to the extent that is required to meet
                                                               GEHCs needs in the current calendar year for volumes that cannot
                                                               be supplied by the Supplier. In the event that AMRI
                                                               is not able to deliver volumes according to the commitments in
                                                               this Agreement and GEHC will need to source the Product from a
                                                               different source, [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].



 


		9.	Business Continuity plan



 


At GEHCs request, the Supplier
must share with the Parties a Business Continuity plan that includes Suppliers’ plan for 24/7 communication with the Parties.
The Business Continuity plan will also include basic information on Suppliers’ upstream Supply Chain. For instance, this
information will include who Suppliers’ Tier 1 are, where they are located and the means of transportation for this Supply
Chain. GEHC shall not be entitled to information about pricing or other commercial terms.


 


The Supplier agrees to provide
to GEHC an annual review and update of the Suppliers Business Continuity plan which shall include a risk assessment on how the
Supplier will meet their obligations as set forth in this Agreement. The Business Continuity plan, including the risk profile,
shall be reviewed at Suppliers’ expense at least every two years by a third party agreed upon by the parties.


 




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In connection with the Business
Continuity plan, the Supplier agrees not to single source (single source shall not include suppliers with multiple sites that
have proven capability of providing such material) any key raw materials without the prior written consent of GEHC, such consent
shall not be unreasonably withheld or delayed.


  


		10.	Security Stock of the Product



 


The Supplier shall maintain
[/*[CONFIDENTIAL TREATMENT REQUESTED]*/] supply [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the Product based on purchases made
by GEHC in the preceding calendar year. In the event GEHC calls upon the full supply of security stock within a [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] period, Supplier shall replace such security stock as soon as reasonably practicable. Upon termination
of this Agreement, GEHC shall immediately purchase and pay for this security stock at the then-current price under Attachment
A.


  


		11.	Communication and Contract Managers
                                                            



 


		a.	Contract Managers. Both
                                                               the Supplier and GEHC will appoint a contract manager to manage
                                                               their respective obligations under this Agreement, to act as focal
                                                               points between the two organisations and review progress on a quarterly
                                                               basis. The contract manager shall be as specified below or such
                                                               other person as subsequently communicated to the other Party.



 


GEHC:                   Bård
Reinholdtsen


SUPPLIER:


 


		b.	Legal Notices.



 


GEHC:


 


GE Healthcare AS


Lindesnes fabrikker


4521 Lindesnes


NORWAY


 


With a copy to:


 


Legal Services


Pollards Wood (PW/19)


Nightingales Lane


Chalfont St Giles


Buckinghamshire


HP8 4SP


United Kingdom


Fax: +44 (0) 1494 498045


 


Supplier:


  


AMRI


Attn: Legal Dept.


26 Corporate Circle


Albany, NY 12212


 




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		c.	Crisis communication. The
                                                               Supplier must maintain the ability to contact or receive contact
                                                               from GEHC on a twenty-four (24) hour per day, seven (7) day per
                                                               week basis including public holidays in order to communicate and
                                                               manage crisis situations that threaten to or interrupt the supply
                                                               chain.



 


		12.	Additional Terms



 


		a.	Upon notification to Supplier that
                                                               GEHC has received a complaint or inquiry regarding the safety or
                                                               efficacy of Product, Supplier shall, upon request of GEHC and within
                                                               a reasonable period, consistent with its own policies, supply GEHC
                                                               with a chemical analysis of retained samples of any lot that is
                                                               subject of such complaint or inquiry. Supplier shall retain all
                                                               records and samples with respect to the Product in accordance with
                                                               its own record retention policies.



		b.	Supplier and GEHC shall meet in
                                                               person or by telephone conference at least once per Quarter during
                                                               the Term of the Agreement to review each Party’s performance
                                                               hereunder.



 


		13.	Order of Precedence



 


The Parties agree that in the event of any conflict
or inconsistency between the terms and conditions of this Agreement, the order of precedence shall be (listed with the highest
precedence first):


 


The Supply Agreement


	Attachment A -	Products and Prices
	Attachment B -	Special Terms and Requirements
	Attachment C -	Commercial Terms and Conditions
	Attachment D -	Supplier Integrity Statement
	Attachment E –	Quality Assurance Agreement including specification (Annex 4) of
    April 4th, 2010 (except that  QAA shall take precedence over Attachment C in case of conflict regarding quality
    requirements relating to the Material) 
	Attachment F -	Documentation requirement for supply of ABA Hcl.
	Attachment G -	Aminobisamide Packaging Specifications


 




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Attachment C


Commercial Terms and Conditions


 


		1.	Termination



 


		1.1	Mutual Termination.Either party may terminate
this Agreement:



 


		a.	at any time upon written notice if
                                                            the other party (the “Defaulting Party”) materially
                                                            defaults in the performance of one or more of its obligations hereunder
                                                            and the Defaulting Party fails to cure the default within thirty (30)
                                                            days after receiving written notice of such; or



 


		b.	upon thirty (30) days written notice
                                                            if any proceeding under the bankruptcy or insolvency laws is brought
                                                            against the Defaulting Party, a receiver is appointed for the Defaulting
                                                            Party or the Defaulting Party makes an assignment for the benefit
                                                            of creditors.



 


		1.2	Termination For Cause. Either
                                                          party shall have the right to terminate this agreement and/or, at either
                                                          party’s discretion, relevant Purchase Orders, with immediate effect
                                                          in the event of (i) material breach by the Supplier of Attachment D;
                                                          (ii) a repeated material breach of any term of this Agreement; (iii)
                                                          consistent failure by the Supplier to meet required delivery dates;
                                                          or (v) ownership and control of the Supplier has been transferred to
                                                          a third party without GEHC ́s written approval.



 


		1.3	Intentionally left blank



 


		1.4	Purchase Orders.



 


		a.	If GEHC terminates this Agreement
                                                            in accordance with clause 1.2, it may also terminate all unfilled
                                                            Purchase Orders without any liability except for the price of any
                                                            Products previously delivered and accepted by GEHC.



 


		b.	If this Agreement expires without
                                                            renewal at the end of the Term, GEHC and the Supplier each recognize
                                                            and agree that any unfilled Purchase Orders issued prior to such termination
                                                            or expiry but not yet delivered, shall survive until fully performed.



 


		1.5	Termination of this Agreement shall
                                                          not relieve the Defaulting Party of its obligations and the non-defaulting
                                                          party shall retain all legal and equitable remedies after such termination.



 


		2.	Risk Material and Safety Stock



 


		2.1	Risk Material. The Supplier must
                                                          ensure that sufficient quantity of Risk Materials (as detailed in the
                                                          Attachment B), if any, are stocked to satisfy the requirements of this
                                                          Agreement and to fulfil forecasts.



 


		2.2	Security stock. Supplier shall
                                                          maintain at its own cost and risk the security stock agreed as set forth
                                                          in Attachment B. The security stock shall be managed in accordance with
                                                          FIFO principle.



 


		3.	Purchase Orders 



 


		3.1	Purchase Order Contents GEHC
                                                          shall issue purchase orders to the Supplier stating the quantity and
                                                          delivery date for Products (a “Purchase Order”).
                                                          The Purchase Orders shall be written and sent by fax, e-mail or other
                                                          agreed method, no less than ten weeks in advance of requested delivery
                                                          date, and for such quantities of Product as described in the Firm Period
                                                          Forecast.



 


		3.2	Orders from Affiliates and Obligation
                                                          to Purchase



 


		a.	From time to time Affiliates of GEHC
                                                            may also issue purchase orders for Products and, if requested by such
                                                            Affiliate, the Supplier agrees to supply Products to such Affiliate
                                                            on substantially similar terms as of this Agreement.



 


		b.	For the purposes of this Agreement,
                                                            an Affiliate of a party shall mean any company controlled by or under
                                                            common control with the relevant party where “control”
                                                            means direct or indirect ownership of at least 50% of the voting stock
                                                            or interest in a company or control of the composition of the board
                                                            of directors.



 


		c.	Subject to Attachment A, it is the
                                                            express understanding of the Parties that GEHC shall have no obligation
                                                            to purchase Products exclusively from the Supplier or to purchase
                                                            any minimum amount of Product, and may use other suppliers for any
                                                            and all Products or similar products. Accordingly, GEHC’s commitment
                                                            to purchase Products from the Supplier shall be limited to Purchase
                                                            Orders released by GEHC.



 


		3.3	Changes to Purchase Order. GEHC
                                                          may make changes to the terms of a Purchase Order including, but not
                                                          limited to, quantities ordered and delivery dates, or terminate in whole
                                                          or in part a Purchase Order provided that it confirms such changes or
                                                          termination in writing at least 10 weeks prior to Shipment, and in any
                                                          event, shall not modify the quantities of Product required by any Firm
                                                          Period Forecast.



 




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		3.4	Acceptance of Purchase Order.
                                                          The Supplier shall accept a Purchase Order upon receipt from GEHC so
                                                          long as the terms are consistent with those stated in this Agreement.
                                                          The Supplier shall confirm compliance with the Purchase Order in writing,
                                                          including without limitation fax and e-mail, within five (5) Business
                                                          Days of receipt of Purchase Order.



 


		4.	Quality 



 


		4.1	Quality Plans The Parties are committed to quality in the
                                                          performance of this Agreement. Accordingly, all Products shall conform
                                                          to the quality assurance requirements set forth in Attachment E.



 


		4.2	Audit and Inspection.



 


		a.	GEHC and/or its representatives shall
                                                            have the right to enter the Supplier's premises at reasonable periodic
                                                            intervals to:



 


i.      inspect the manufacturing
facilities and the equipment used by the Supplier in the manufacture of the Products except any information related to pricing
unless required by law in the possession or control of the Supplier relating to the performance of its obligations under this
Agreement or other applicable legal requirements (including the right to take copies at GEHC’s reasonable discretion);


 


ii.     inspect the raw materials,
the packaging and the Products (including the right to take samples at GEHC’s reasonable discretion);


 


iii.    inspect stock levels
of raw materials, packaging and the Products;


 


iv.    audit the Supplier’s
quality system.


 


		b.	Inspections carried out pursuant to
                                                            clause 4.2a shall be carried out during business hours on reasonable
                                                            notice to the Supplier, provided that, in the event of an emergency,
                                                            the Supplier shall grant GEHC and/or its representatives immediate
                                                            access to its premises.



 


		c.	GEHC may also request periodic, joint
                                                            quality assurance meetings at the Supplier’s facility to update
                                                            the status of product quality and reliability.



 


		5.	Packaging



 


		5.1	The Supplier shall be responsible, at
                                                          its own expense, for the safe and suitable packaging and labelling of
                                                          the Products, for complying with the requirements of the Packaging Requirements
                                                          in Attachment B, if any, and all applicable laws and regulations relating
                                                          to the packaging and transport of the Products.



 


		6.	Transportation and Title and Risk
                                                         of Loss



 


		6.1	Unless otherwise agreed:



 


		a.	the Products will be delivered to the
                                                           GEHC address stated in the Purchase Order and title and risk of loss
                                                           will pass to GEHC in accordance with the delivery terms set forth in
                                                           Attachment A;



 


		b.	the price of the Products shall include
                                                           all transportation costs, if in accordance with the delivery terms
                                                           and clauses set forth in Attachment A.



 


		6.2	If the supply of Products is international
                                                          then the Products shall be delivered according to the Incoterm stated
                                                          in Attachment A. Such term of delivery shall be construed according
                                                          to the edition of Incoterms in force at the Effective Date.



 


		6.3	Deliveries shall not be regarded as
                                                          completed until the Delivery Documentation in Attachment B has been
                                                          provided.



 


		7.	Delivery.



 


		7.1	The Supplier shall ship the Products
                                                          on the date and in the quantity set forth on the applicable Purchase
                                                          Order. The Supplier shall not ship the Products more than five (5) Business
                                                          Days in advance of the specified shipment date without the prior written
                                                          consent of GEHC. In the last week of a calendar Quarter, the Supplier
                                                          shall not ship the Products prior to the specified shipment date unless
                                                          prior approval has been obtained from GEHC.



 


		7.2	The lead time for the Product shall
                                                          count from issue of GEHC Purchase Order to completion of delivery of
                                                          the Products, including any agreed documentation.



 


		7.3	In the event that the Supplier anticipates
                                                          or expects a delay in delivery it shall immediately notify GEHC and
                                                          at the same time explain the causes and the steps that it is taking
                                                          to minimise the delay. If the delivery is delayed by more than [/*[CONFIDENTIAL
                                                          TREATMENT REQUESTED]*/] then GEHC may: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].
                                                          The Parties confirm that this sum represents a genuine pre-estimate
                                                          of the loss that GEHC would suffer in the event that delivery is delayed
                                                          by more than the period specified in this clause.



 


		7.4	If Products are delivered to GEHC in
                                                          excess of the quantities ordered GEHC shall not be bound to pay for
                                                          the excess and any excess shall be and shall remain at the Supplier’s
                                                          risk and shall be returnable at the Supplier’s expense or shall
                                                          be held by GEHC and credited against future invoices.



 




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		8.	Inspection Period.



 


		8.1	All Products delivered to GEHC by the
                                                          Supplier must meet the terms and conditions of this Agreement. All Products
                                                          shall be received subject to GEHC’s acceptance or rejection on
                                                          or before the end of the Inspection Period. GEHC may reject an entire
                                                          batch of Product based upon a reasonable sampling of such batch of Products.



 


		8.2	“Inspection Period” means
                                                          a reasonable time after delivery of any Products, to allow for the performance
                                                          of any inspection, installation activities, testing or trials, but shall
                                                          in no event be less than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] or
                                                          greater than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] Business Days.



 


		8.3	Partial or total payment by GEHC for
                                                          Products under this Agreement prior to the end of the Inspection Period
                                                          shall not remove the Supplier’s responsibility for any non-conforming
                                                          items.



 


		9.	Health and Safety.



 


		9.1	The Supplier shall ensure that all information
                                                          held by or reasonably available to it regarding any potential hazards
                                                          known or believed to exist in the transport, handling, or use of any
                                                          Products and/or performance of any services shall be received by GE
                                                          Healthcare in writing prior to delivery of the Products and/or performance
                                                          of the services.



 


		9.2	The Supplier shall be responsible,
                                                                  where relevant, to ensure that tank containers and other transport
                                                                  equipment are appropriately cleaned before filling or loading.



 


		9.3	Employees, agents and representatives
                                                          of the Supplier visiting any of GEHC’s sites shall be subject
                                                          to such safety and security regulations as may be in force on that site.



 


		10.	Invoices



 


		10.1	The Supplier’s Invoices shall
                                                           contain the GEHC Purchase Order number, line reference and other such
                                                           information as may be required by law or requested from time to time
                                                           by GEHC. Invoices shall be addressed to GEHC or the GEHC Affiliate
                                                           who has placed the purchase order with the Supplier.



 


		11.	Late Payment 



 


Interest for late payment shall
apply at a rate of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. Interest for late payment shall not apply to payments that GEHC contests
in good faith and shall in no event exceed any applicable statutory interest rate.


 


		12.	Warranty 



 


		12.1	Product Warranty. The Supplier
                                                           represents and warrants that the Products at the time title and risk
                                                           of loss pass to GEHC will:



 


		a.	conform strictly to and be manufactured
                                                            in accordance with the Quality Agreement and Specifications referred
                                                            to in Attachment A; and shall for the Shelf life of the Product



be free from defects, whether
latent or otherwise; and


 


		b.	have received all applicable regulatory
                                                            certifications, as required, to carry out the Supplier’s obligations
                                                            under this Agreement.






 


		12.2	Intellectual Property Warranty.
                                                           The Supplier represents and warrants that its intellectual property
                                                           incorporated into Products, if any, will not infringe any patent, copyright,
                                                           trade secret, trademark, or other proprietary right of any third party.
                                                           The Supplier also warrants that it has not and will not use or incorporate
                                                           into Products any intellectual property of others without the party's
                                                           prior written consent, and that no other third party holds any property
                                                           rights or security interests in any Products.



 


		12.3	Execution and Performance of Agreement.
                                                           The Supplier represents and warrants that it has the full right, power,
                                                           and authority to enter into and perform its obligations under this
                                                           Agreement. The Supplier further represents and warrants that the performance
                                                           of its obligations under this Agreement will not result in a violation
                                                           or breach of, and will not conflict with or constitute a default under
                                                           any agreement, contract, commitment, or obligation to which such party
                                                           or any of its Affiliates are a party or by which it is bound and that
                                                           it has not granted and will not grant during the term of this Agreement
                                                           or any renewal thereof, including any conflicting rights, license,
                                                           consent, or privilege with respect to the rights granted herein.



 


		12.4	Survival of Warranties. The
                                                           Supplier agrees that the warranties set forth in section 12.1 shall
                                                           be effective during the Inspection Period, and the additional warranties
                                                           set forth in this section shall survive the inspection, acceptance,
                                                           and use of the Products by GEHC, its distributors and sub distributors
                                                           for a period of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] from completion
                                                           of delivery of the Purchase Order (“Warranty Period”) and
                                                           that they (i) are for the benefit of GEHC and its successors and assigns;
                                                           and (ii) are in addition to any warranties and remedies to which the
                                                           Supplier may otherwise agree or which are provided by law. The Supplier
                                                           agrees to extend to GEHC any warranties received from the Supplier’s
                                                           supplier. The Supplier warrants Products only as set forth in this
                                                           Agreement and disclaims all other warranties.



 




    	10



    	 



    

 


		12.5	OTHER THAN THE WARRANTIES EXPRESSLY
                                                           SET FORTH HEREIN, SUPPLIER MAKES NO WARRANTIES OF ANY KIND, EXPRESS
                                                           OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
                                                           A SPECIFIC PURPOSE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
                                                           RIGHTS WITH RESPECT TO ANY MATERIALS, INFORMATION, SERVICES OR PRODUCTS
                                                           IT PROVIDES.



 


		12.6	Returns. GEHC may return to
                                                           the Supplier any Product that does not conform to the Specifications.
                                                           GEHC is required to notify Supplier of such non-conformance within
                                                           the Inspection Period. Any such Product shall be returned to the Supplier
                                                           with complete explanation and details of analysis demonstrating the
                                                           failure of Product to conform. If Supplier agrees with, or if Supplier
                                                           disagrees but an independent laboratory selected by mutual agreement
                                                           of the Parties confirms, GEHC’s assertion that Product did not
                                                           conform to Specifications at the time title and risk of loss to Product
                                                           passed to GEHC, such Product shall then be replaced, repaired, reprocessed
                                                           or reworked (as applicable) and returned to GEHC at the Supplier’s
                                                           expense (including all transportation and insurance). In such event,
                                                           the Supplier will, at its cost, and as soon as reasonably practicable
                                                           replace, repair, reprocess or rework the returned Product to bring
                                                           the Product in conformance with the warranty, and will return the replacement,
                                                           repaired, reprocessed or reworked Product as soon as possible, but
                                                           in any event within [thirty (30) days], after confirmation of the Product’s
                                                           non-conformance. If the Supplier is unable to replace, repair, reprocess
                                                           or rework (as applicable) and return the Product within [thirty (30)
                                                           days], the Supplier shall provide GEHC a refund as defined in clause
                                                           12.9 below. Notwithstanding anything express or implied to the contrary
                                                           in this Agreement, the remedies set forth in this section 12.6 shall
                                                           be the sole remedies for any breach of warranty pursuant to section
                                                           12.1.



 


		12.7	Complaints. Any complaints shall
                                                           be regarded as having been timely lodged if GEHC notifies the Supplier
                                                           of the fault within the Warranty period and provides a complete explanation
                                                           and details of analysis demonstrating the basis for such complaint.
                                                           Within two weeks after any complaint lodged by GEHC concerning a defective
                                                           Product the Supplier shall make a detailed report to GEHC on the action
                                                           that has been or will be taken to avoid any recurrence.



 


		12.8	Recalls. The Supplier shall
                                                           maintain a documented reporting system to GEHC when the Supplier has
                                                           knowledge of any product issue related to safety or quality that results
                                                           in stopping shipment or requires a recall. Any actions taken by the
                                                           Supplier to report a recall to a regulated agency must be communicated
                                                           to GEHC immediately. GEHC has the right to request the Supplier to
                                                           provide all documents regarding the specific issue including the analysis,
                                                           root cause and corrective action taken to minimise any risk to GEHC
                                                           customers.



 


		12.9	Credits/Refunds. If applicable
                                                           in accordance with this section 12, the Supplier shall promptly refund
                                                           GEHC by wire transfer or cheque for any portion of payment GEHC made
                                                           with respect to such Product.



 


		12.10	Remedies. The remedies contained
                                                            in this section 12 are in addition to all other remedies available
                                                            at law or in equity.



 


		13.	Indemnification 



 


		13.1	Supplier’s Indemnity Obligations.
                                                           The Supplier agrees to defend, indemnify, protect, and hold harmless
                                                           GEHC and GEHC’s Affiliates, employees, agents, servants, and
                                                           representatives from and against any and all third party claims, damages,
                                                           losses, liabilities, and reasonable expenses of whatever nature (“Claim”)
                                                           relating to: (i) the breach by the Supplier of any warranty set forth
                                                           in this Agreement; or (ii) any claim that the Supplier’s intellectual
                                                           property incorporated in or used in the manufacture of the Products
                                                           infringes any patent, copyright, trade secret, trademark, or other
                                                           proprietary right of any third party; or (iii) the breach by the Supplier
                                                           of its obligations under clause 14.1 of this attachment C; or (iv)
                                                           any grossly negligent act or omission, or wilful misconduct of the
                                                           Supplier or its agents, employees, or subcontractors, except to the
                                                           extent such Claim is caused by GEHC’s negligent act or omission
                                                           or wilful misconduct of GEHC or its agents, employees or subcontractors.
                                                           GEHC shall as soon as practicable notify the Supplier of any such claim,
                                                           suit, or proceeding, and will assist (at the Supplier’s expense)
                                                           in the defence of the same.



 


		13.2	GEHC’s Indemnity Obligations.
                                                              GEHC agrees to defend, indemnify, protect, and hold harmless
                                                              Supplier and Supplier’s Affiliates, employees, agents, servants,
                                                              and representatives from and against any Claims, relating to: (i)
                                                              a claim that the use or sale of a Product infringes or otherwise
                                                              violates an intellectual property right of any third party; and
                                                              (ii) the distribution, use, manufacture or sale by GEHC of Product
                                                              or formulated products containing Product, including, but not limited
                                                              to, its commercial sale or use in clinical trials, or any side effects,
                                                              contraindications, illness, injury and/or death resulting from use
                                                              of Product or formulated products containing Product; except to
                                                              the extent such Claim is caused by Supplier’s negligent act
                                                              or omission or misconduct of Supplier or its agents, employees or
                                                              subcontractors, or to the extent such Claim is due to Supplier’s
                                                              breach of the warranties contained in section 12.1. The Supplier
                                                              shall as soon as practicable notify GEHC of any such claim, suit,
                                                              or proceeding, and will assist (at GEHC’s expense) in the
                                                              defence of the same.



 




    	11



    	 



    

 


		14.	Compliance



 


		14.1	Applicable laws. GEHC and Supplier
                                                           represent, warrant, certify, and covenant that its performance under
                                                           this Agreement and the Products will comply with all applicable laws
                                                           and regulations, and all conventions and standards issued by relevant
                                                           authorities; and that the Supplier has obtained all applicable permits
                                                           and licences necessary to perform its obligations under this Agreement



 


		14.2	The Supplier shall at GEHC’s
                                                           request and expense give all reasonable assistance necessary to obtain
                                                           any licences required by GEHC with respect to the importation, exportation
                                                           or use of the Products and provide GEHC with all information in relation
                                                           to the Products which may be required by any regulatory authority.



 


		14.3	Security Measures .The Supplier
                                                           agrees that it will adopt industry standard security measures which
                                                           are consistent with its legal obligations regarding Product (including,
                                                           if applicable, the Customs-Trade Partnership Against Terrorism (“C-TPAT”
                                                           where applicable).



 


		14.4	Export Restrictions. If any
                                                           Products are subject to export restrictions in the country of manufacture
                                                           or shipment the Supplier shall supply GEHC prior to despatch with any
                                                           relevant ECCN numbers and copies of any export licences or other certificates
                                                           required in the country of manufacture or shipment and, where Products
                                                           contain US components, details of the value as a percentage of the
                                                           Products price.



 


		14.5	Country of Origin.  The Supplier
                                                           will mark each Product, and, as appropriate, Product packaging, labels,
                                                           or invoices with the country of origin for the Product, in accordance
                                                           with the applicable trade and customs laws. The Supplier will also
                                                           provide acceptable and auditable documentation that establishes the
                                                           country of origin for Product, including without limitation, certifications
                                                           of origin for Products qualifying for NAFTA preferential duty provisions,
                                                           as applicable.



 


		14.6	WEEE, RoHS And Equivalent Directives.
                                                           The Supplier shall provide to GEHC in writing a list of any Products
                                                           containing any: lead, mercury, cadmium, hexavalent chromium, polybrominated
                                                           biphenyls (PBB), polybrominated diphenyl ethers (PBDE), or any other
                                                           hazardous substances the use of which is restricted under EU Directive
                                                           2002/95/EC (27 January 2003) (“RoHS Directive”), as amended,
                                                           or under any equivalent directives or regulations. The Supplier represents,
                                                           warrants, and certifies that (i) except as specifically listed in a
                                                           separate document attached to this Agreement, none of the Products
                                                           are “electrical or electronic equipment” under EU Directive
                                                           2002/96/EC (27 January 2003) (“WEEE Directive”) or under
                                                           any equivalent directive and (ii) none of the Products contain any
                                                           arsenic, asbestos, benzene, polychlorinated biphenyls (PCBs), carbon
                                                           tetrachloride, or any chemical restricted under the Montreal Protocol
                                                           on ozone-depleting substances.



 


		15.	Changes to Products



 


		15.1	GEHC Proposed Changes. GEHC
                                                           may propose changes to the Specifications by submitting the proposed
                                                           changes to the Supplier in accordance with the Quality Assurance Agreement.
                                                           The Supplier shall respond in writing to GEHC within [thirty (30)]
                                                           days after receipt of such changes with the following information,
                                                           as applicable: (i) time required to implement proposed changes; (ii)
                                                           impact of proposed changes on pricing of Product; and (iii) impact
                                                           of proposed changes on the lead time of the Product. If the Parties
                                                           agree on the changes to the Specification they shall amend this Agreement
                                                           accordingly. If the Parties fail to agree on the amendments to be made
                                                           to the Agreement (to reflect the changes to the Specification) the
                                                           terms in effect prior to commencement of the negotiations shall remain
                                                           in full force and effect and the Supplier shall continue to supply
                                                           the Product to the existing Specification, or GEHC, at its election,
                                                           may remove the affected Product from this Agreement with no liability
                                                           to GEHC, except as may be required pursuant to the termination provisions
                                                           of this Agreement.



 


		15.2	Supplier’s Proposed Changes.
                                                           The Supplier may propose but shall not implement, a change to the Specifications
                                                           (including, but not limited to, changes which may affect quality, form,
                                                           fit, function, reliability, regulatory compliance, safety or interface
                                                           capability with GEHC products) or a change in its manufacturing method
                                                           (including, but not limited to changes of sources of materials and
                                                           changes in manufacturing processes or locations) without the prior
                                                           written consent of GEHC, which shall not be unreasonably withheld.
                                                           The Supplier shall make such proposals in writing explaining the reason
                                                           for the changes and providing reasonable detail sufficient for GEHC
                                                           to evaluate the proposal. The Supplier shall also provide an estimated
                                                           reduction or increase in price and lead times for the affected Products.
                                                           GEHC shall be notified [three (3) months] three (3) months in advance
                                                           of the proposed implementation date to allow for evaluation by GEHC,
                                                           unless the change is required by a regulatory authority on shorter
                                                           notice. At the request of GEHC, Supplier shall provide samples of the
                                                           Products manufactured according to the proposed new specification or
                                                           manufacturing method for evaluation purposes.



 




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		15.3	New Products. The Supplier shall
                                                           notify GEHC of other product offerings it has and, if both Parties
                                                           are interested in adding such products to this Agreement, and the Parties
                                                           are able to agree upon pricing terms, such products will be added to
                                                           the Attachment B of this Agreement by amendment.



 


		15.4	New Technology.  If during the
                                                           Term, the Supplier develops and markets a product that would be a replacement
                                                           for any Product provided hereunder or an upgrade of any Product, the
                                                           Supplier agrees to sell said product to GEHC at GEHC’s option,
                                                           for a price to be negotiated in good faith between the Parties. Both
                                                           Parties also agree that all appropriate provisions of this Agreement
                                                           will apply to any such replacement or upgraded product. Nonetheless,
                                                           except as otherwise expressly provided by this Agreement, the Supplier
                                                           agrees to continue to make the original Product available to GEHC through
                                                           the end of the Term.



 


		16.	Intentionally left blank



 


		17.	Electronic Data Interchange



 


		17.1	Access. GEHC, in its sole discretion,
                                                           may permit the Supplier to have on-line access to designated computer
                                                           systems of GEHC in order to facilitate the Supplier's ability to perform
                                                           its obligations under this Agreement. Such access shall also be subject
                                                           to the Supplier entering into a systems access agreement if so requested
                                                           by GEHC. If such access is granted, the Supplier shall give to GEHC
                                                           the names of the Supplier's employees who have a legitimate business
                                                           need for such access to GEHC's computer systems, and GEHC shall provide
                                                           a separate user identification code for each person. The Supplier,
                                                           at its own expense, shall provide and maintain any hardware, telecommunications
                                                           services and software not furnished by GEHC, which are needed to communicate
                                                           reliably with GEHC's computer systems. GEHC, in its sole discretion,
                                                           may terminate the Supplier's access to GEHC's computer network at any
                                                           time.



 


		17.2	Use Restrictions. The Supplier
                                                           shall ensure that: (i) computer access is limited to those employees
                                                           with a legitimate business need whose names have been furnished to
                                                           GEHC; and (ii) such employees with access agree to keep any information
                                                           so obtained strictly confidential, to use such information only to
                                                           perform the Supplier's contract obligations to GEHC and to cease accessing
                                                           GEHC's computer systems when no longer required to perform work under
                                                           this Agreement. The Supplier shall promptly notify GEHC if it becomes
                                                           aware of any unauthorized access to GEHC's computer systems or unauthorized
                                                           use of the information on the systems.



 


		18.	Confidentiality 



 


		18.1	During the Term, each party (the “Recipient”)
                                                           may receive or have access to certain information of the other party
                                                           (the “Discloser”) that is Confidential Information of the
                                                           Discloser. For purposes of this Agreement, “Confidential Information”
                                                           shall mean any information disclosed by the Discloser to the Recipient,
                                                           whether technology-related or business-related, whether furnished before
                                                           or after the Effective Date and irrespective of the form of communication,
                                                           that is considered competitive, confidential or proprietary in nature
                                                           together with any notes, summaries, reports, analyses, or other material
                                                           derived by the Recipient or its Representatives (defined below) in
                                                           whole or in part from such information in whatever form. The Recipient
                                                           will protect the Confidential Information with the same degree of care
                                                           as the Recipient uses for its own similar information, but no less
                                                           than a reasonable degree of care. Confidential Information may only
                                                           be used by those employees, contractors and advisors of the Recipient
                                                           and its Affiliates (“Representatives”) who have a need
                                                           to know such information for the purposes related to this Agreement
                                                           and who are bound by equivalent obligations as to confidentiality,
                                                           and the Recipient shall inform such Representatives of the confidential
                                                           nature of such Confidential Information and the obligations of the
                                                           Recipient hereunder. The Recipient shall be responsible for any breach
                                                           of this Agreement by it or any Representative to the same extent as
                                                           though such Representatives were Parties hereto. The Parties acknowledge
                                                           that Confidential Information that a party identifies as a trade secret
                                                           is deemed Confidential Information to be protected indefinitely. The
                                                           Parties also agree that all other information, including but not limited
                                                           to technical information (which is not a trade secret) and forecasts
                                                           disclosed during the Term or prior to the formation of this Agreement
                                                           are deemed Confidential Information to be protected for a term of ten
                                                           (10) years from the date of disclosure.



 


		18.2	Visits. In the event of the
                                                           Supplier visiting any of the establishments of GEHC or its associated
                                                           companies, the Supplier undertakes that any further Confidential Information
                                                           which may come to the Supplier’s knowledge, as a result of any
                                                           such visit, shall be kept strictly confidential and that any such information
                                                           will not be divulged to any third party and will not be made use of
                                                           in any way by the Supplier under any circumstances.



 




    	13



    	 



    

 


		18.3	Exclusions. The undertakings
                                                           in clauses this clause 18 shall not apply to:



 


		a.	information which at the time of disclosure
                                                            is published or otherwise generally available to the public;



 


		b.	information which is published or
                                                            becomes generally available to the public, otherwise than through
                                                            an act or omission on the part of the Recipient;



 


		c.	information which the Recipient can
                                                            show by reasonable written record was in his possession at the time
                                                            of disclosure and which was not acquired directly or indirectly from
                                                            the Discloser;



 


		d.	information rightfully acquired from
                                                            a third party who did not obtain it under a pledge of secrecy to the
                                                            Discloser or another;



 


		e.	information which has been developed
                                                            by the Recipient independently of the Confidential Information received
                                                            from the Discloser; or



 


		f.	information which the Recipient notifies
                                                            the Discloser is required to be disclosed by the Recipient pursuant
                                                            to a legally enforceable order, direction or other regulation but
                                                            any disclosure shall only be so far as necessary to give effect thereto.



 


		18.4	Confidential Information shall not
                                                           be deemed to be in the public domain merely because any part of said
                                                           Confidential Information is embodied in general disclosures or because
                                                           individual features, components or combinations thereof are known to
                                                           the public.



 


		18.5	Return of Confidential Information.
                                                           All Confidential Information supplied to or acquired by each party
                                                           and all copies thereof (in any media) shall be returned to the other
                                                           party within fourteen (14) days after termination of this Agreement
                                                           All information consisting of documents, notes and other writings prepared
                                                           by one party based on non-public data of the other party shall be destroyed.



 


		18.6	Development. – The confidentiality
                                                           terms in this section shall not be construed to limit either party’s
                                                           right to independently develop or acquire products without use of the
                                                           other’s Confidential Information.



 


		18.7	Restrictions on Use of Design Materials
                                                           and Know How During and after the Term the Supplier shall be prohibited
                                                           from selling to any third party any Product or equivalent product that
                                                           is either (i) developed for GEHC under this Agreement; (ii) incorporates
                                                           any GEHC Confidential Information; or (iii) is specifically designed
                                                           or configured for use with GEHC’s products using information
                                                           received or know how developed in connection with this Agreement.



 


		19.	GEHC Tangible and Intellectual Property



 


		19.1	GEHC Property. All tools, equipment,
                                                           materials or other proprietary information and all intellectual property
                                                           rights in the foregoing which GEHC furnishes to the Supplier, or which
                                                           is developed or acquired at GEHC’s expense or at its direction
                                                           in the performance of the work hereunder if agreed at the time of development
                                                           or acquisition, shall be GEHC Property. The Supplier shall take all
                                                           such steps as GEHC shall direct in relation to such GEHC Property,
                                                           including, but not limited to, in respect of tangible property marking,
                                                           separately storing, maintaining, insuring and returning the property
                                                           at Supplier’s own cost. In no event shall GEHC Property include
                                                           Supplier Property.



 


		19.2	Supplier Property. All tools,
                                                           equipment, materials or other proprietary information with respect
                                                           to Supplier’s manufacturing methods or processes and all intellectual
                                                           property rights in the foregoing, owned by Supplier as of the effective
                                                           date of this agreement or developed or improved during the Term, that
                                                           are not GEHC Property pursuant to section 19.1, shall be deemed Supplier
                                                           Property, with all rights thereto owned exclusively by Supplier.



 


		19.3	Intellectual Property. No rights
                                                           are granted to the either party under any patents, copyrights, trade
                                                           secrets, or other property rights of the other party, except as may
                                                           be expressly agreed to in writing.



 


		19.4	Co-operation. The Supplier shall
                                                           reasonably cooperate with GEHC to secure any intellectual property
                                                           rights to GEHC Property developed under this Agreement by, for example,
                                                           assisting in the filing and prosecution of patent applications, and
                                                           executing such documents as GEHC may reasonably request, and at GEHC’s
                                                           expense.



 


		20.	Notices 



 


		20.1	All notices required under this Agreement
                                                           shall be in writing and in English or accompanied by a properly prepared
                                                           translation into English and shall be sufficiently served if delivered
                                                           by hand (including by courier) or if sent by pre-paid first class post
                                                           or recorded delivery, or pre-paid air mail (requiring signature on
                                                           delivery).



 


		20.2	In all cases notices shall be delivered
                                                           to the respective Parties at the addresses specified in Attachment
                                                           B or such other address as that party may notify to the other, in accordance
                                                           with the provisions of this clause, any such change to take effect
                                                           five (5) Business Days after the notice is deemed to have been received
                                                           or, if later, on the date specified in that notice.



 




    	14



    	 



    

 


		20.3	A notice shall be deemed to have been
                                                           received:



 


		a.	if delivered by hand (including by
                                                            courier), at the time of delivery;



		b.	in the case of pre-paid first class
                                                            post or registered mail, 9.00am two Business Days after the date of
                                                            posting



		c.	in the case of pre-paid airmail, 9.00am
                                                            four Business Days after the date of posting.



 


		20.4	For the purposes of this clause:



 


		a.	all times are to be read as local
                                                            time in the place of deemed receipt; and



 


		b.	if deemed receipt under this clause
                                                            is not within business hours (meaning 9.00 am to 5.30 pm Monday to
                                                            Friday on a day that is not a public holiday in the place of receipt),
                                                            the notice is deemed to have been received when business next starts
                                                            in the place of receipt.



 


		20.5	For the avoidance of doubt, notices
                                                           under this Agreement may not be served by fax or email, unless the
                                                           Parties agree at the time of service.



 


		20.6	The provisions of this clause shall
                                                           not apply to the service of any proceedings or other documents in any
                                                           legal action.



 


		21.	Dispute Resolution



 


		21.1	Arbitration – The Parties
                                                           will attempt to resolve any dispute, controversy or claim relating
                                                           to this Agreement through good faith negotiations, within forty-five
                                                           (45) days, failing which the dispute may be submitted by either party
                                                           for arbitration in accordance with the American Arbitration Association,
                                                           which Rules are deemed to be incorporated by reference into this clause.
                                                           The tribunal shall consist of one arbitrator, and the seat of the arbitration
                                                           shall be in New York. The language of the arbitration shall be English,
                                                           if requested by either Party. The cost of the arbitration will be shared
                                                           equally by the Parties. The arbitrator will have the authority to apportion
                                                           liability between the Parties, but will not have the authority to award
                                                           any damages or remedies not available under the express terms of this
                                                           Agreement. With regards to any action for breach of confidentiality
                                                           or intellectual property obligations, nothing in this section shall
                                                           preclude either party from seeking interim equitable relief but such
                                                           request shall not be deemed a waiver of the obligation to arbitrate
                                                           hereunder.



 


		22.	Business Contingency Planning



 


		22.1	Business Contingency Plan. Upon
                                                           GEHC’s request, the Supplier shall provide to GEHC a Business
                                                           Contingency Plan that outlines the Supplier’s internal contingency
                                                           arrangements to ensure GEHC continuity of supply if the Supplier or
                                                           any of the Supplier’s suppliers are unable to provide Products
                                                           or components to such Products to GEHC.



 


		23.	Insurance and Liability



 


		23.1	Insurance Each party undertakes
                                                           to maintain a comprehensive liability insurance policy with a reputable
                                                           insurer including cover for commercial general liability and product
                                                           liability on terms customary to the business. Such insurance shall
                                                           be for an insured sum of not less than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]
                                                           and each party shall supply the other with a Certificate of Insurance
                                                           evidencing such coverage.



 


		23.2	Liability IN NO EVENT SHALL
                                                           EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, LOSS OF
                                                           USE, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF
                                                           COVER OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE
                                                           DAMAGES OF ANY NATURE WHATSOEVER, HOWEVER CAUSED AND UNDER ANY THEORY
                                                           OF LIABILITY WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT
                                                           LIMITATION, NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE,
                                                           ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY
                                                           HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



 


		23.3	No exclusion Nothing in this
                                                           Agreement, including in 23.2, limits or excludes the liability of either
                                                           party for death or personal injury caused by the negligence of its
                                                           employees, or for fraud, or shall be deemed to limit either party’s
                                                           indemnity obligations.






 


		24.	Miscellaneous.



 


		24.1	Independent Contractor. The
                                                           relationship of the Parties hereunder shall be that of independent
                                                           contractors. Nothing in this Agreement shall be deemed to create a
                                                           partnership, joint venture, or similar relationship between the Parties,
                                                           and no party shall be deemed to be an agent of the other party. The
                                                           Supplier shall indemnify, defend, and hold harmless GEHC from and against
                                                           any and all claims by the Supplier’s employees, contractors,
                                                           or subcontractors regarding entitlement to any compensation or benefits
                                                           from GEHC or that GEHC was for any purpose their employer or co-employer,
                                                           including any claim for taxes or related penalties.



 


		24.2	Governing Law. This Agreement
                                                           shall be governed by and construed in accordance with the laws of New
                                                           York without regard to its conflicts of law principles. In the event
                                                           of any issues arising that supersedes arbitration, the federal or state
                                                           courts of New York shall have exclusive jurisdiction thereto.



 




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		24.3	Force Majeure



 


		a.	The obligations of either party hereunder
                                                            shall be excused or suspended to the extent performance is prevented
                                                            or delayed by any future condition, which (i) is beyond the reasonable
                                                            control, and without the fault or negligence, of the party affected
                                                            thereby, (ii) was not foreseeable by such party at the time this Agreement
                                                            was entered into, and (iii) could not have been prevented by such
                                                            party taking reasonable steps. Such conditions shall include, but
                                                            not be limited to, war mobilisation, riots, fire, explosion, flood,
                                                            insurrection, embargo, currency restriction, and acts or omissions
                                                            of governments in their sovereign capacity.



 


		b.	The party invoking relief hereunder,
                                                            shall, within thirty (30) days after commencement of the condition
                                                            there mentioned, give written notice thereof and of the anticipated
                                                            consequences thereof, to the other party.



 


		c.	In the event of any such condition,
                                                            the Party affected thereby shall take all reasonable measures to mitigate
                                                            and minimise the effect of the condition, and to resume as promptly
                                                            as possible the diligent performance of its obligations under this
                                                            Agreement, however GEHC shall be permitted during such time to acquire
                                                            substitute or replacement items from one or more alternative sources.
                                                            If the delay lasts more than sixty (60) days GEHC may terminate this
                                                            Agreement and any applicable Purchase Orders.



 


		d.	Notwithstanding anything in this Agreement
                                                            to the contrary, no delay or failure of a party to perform its obligations
                                                            hereunder shall be excused if and to the extent that it is caused
                                                            by labour problems of such party, such as strikes.



 


		24.4	Assignment. This Agreement is
                                                           personal to the Parties and no party shall without the prior written
                                                           consent of the other party, assign, transfer, mortgage, charge, declare
                                                           a trust of or deal in any other manner with this Agreement or any part
                                                           of it, or purport to do any of the same. Any such action shall be declared
                                                           null and void. No party shall sub-contract or delegate in any manner
                                                           any or all of its obligations under this Agreement to a third party
                                                           or agent without the other party’s written consent.



 


		24.5	Notwithstanding clause 24.4, either
                                                           party may assign its rights and obligations under this Agreement without
                                                           the other’s consent: (i) to an Affiliate; or (ii) incidental
                                                           to the transfer of all or substantially all of its business or that
                                                           part to which this Agreement relates.



 


		24.6	This Agreement shall be binding upon
                                                           and shall inure to the benefit of the Parties hereto and their respective
                                                           heirs, successors, and permitted assigns.



 


		24.7	Publicity. The Supplier shall
                                                           not issue any press release or announcement, use any of GEHC’s
                                                           products or its name, logos or trademarks in promotional activity,
                                                           or otherwise publicly announce or comment on this Agreement without
                                                           GEHC prior written consent.



 


		24.8	Amendment; Waiver; Survival.
                                                           This Agreement may be modified only by a writing signed by both Parties.
                                                           Any failure to enforce any provision of this Agreement is not a waiver
                                                           of that provision or of either party’s right to later enforce
                                                           each and every provision. The terms of this Agreement that by their
                                                           nature are intended to survive its expiration will continue in full
                                                           force and effect after its expiration.



 


		24.9	Severability. If any provision
                                                           of this Agreement is determined to be legally unenforceable or invalid,
                                                           it shall not affect the validity or enforceability of the remainder
                                                           of the Agreement, and the remaining provisions will continue in full
                                                           force and effect. The Parties will substitute a provision that most
                                                           closely approximates the economic intent of the invalid provision.



 


		24.10	Battle of the Forms This Agreement
                                                            contains the entire agreement and understanding of the Parties and
                                                            supersedes all prior agreements, understandings or arrangements (both
                                                            oral and written) relating to the subject matter of this Agreement.
                                                            Any Orders placed under this Agreement shall be solely governed by
                                                            the terms and conditions of this Agreement. No general terms and conditions
                                                            of either party referred to in purchase orders, order confirmations
                                                            or elsewhere shall apply, unless expressly agreed in writing.



 


		24.11	Interpretation. In this Agreement,
                                                            reference to a clause, section or Attachment are, except where otherwise
                                                            stated, a reference to an Attachment of this Agreement and a clause
                                                            or section of the relevant Attachment. Clause, section or Attachment
                                                            headings in this Agreement and any descriptive notes in brackets are
                                                            for convenience only and shall not affect the construction or interpretation
                                                            of this Agreement. References to the words "include(s)"
                                                            or "including" shall be construed without limitation to
                                                            the generality of the preceding words. Unless the context otherwise
                                                            requires, references to the singular include the plural and vice versa,
                                                            references to any gender include all other genders and references
                                                            to “persons” shall include individuals, bodies corporate,
                                                            unincorporated associations, businesses and partnerships. Any reference
                                                            to a day shall be to a calendar day unless specified otherwise. Any
                                                            reference to a Business Day shall mean any day which is not a Saturday,
                                                            Sunday or public holiday in the country in which GEHC or its relevant
                                                            Affiliate or the Supplier is situated unless specified otherwise.



 




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		24.12	Rights of Third Parties. A
                                                            person who is not a party to this Agreement has no right under the
                                                            Contracts (Rights of Third Parties) Act 1999to enforce any term of
                                                            this Agreement, other than GEHC Affiliates where they are permitted
                                                            to purchase Products pursuant to the terms of this Agreement, but
                                                            this does not affect any right or remedy of a third party which exists
                                                            or is available apart from that Act.



 




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Attachment
D


Supplier Integrity, Business Conduct,
and Compliance Requirements 


 


[Omitted]


 




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Attachment E


Quality Assurance Agreement [PMQR]


 


[Omitted]


 




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Attachment F 


Documentation requirements


 


[Omitted]


 




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Attachment G


Aminobisamide Packaging Specifications


 


[Omitted]


  




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