THIS AGREEMENT IS EXECUTED BY THE PARTIES
WITH FULL KNOWLEDGE OF THEIR RESPECTIVE TERMINATION RIGHTS HEREUNDER.
NO PARTY
HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR COMPENSATION, REIMBURSEMENT FOR
INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
DAMAGES OF ANY OTHER KIND OR CHARACTER, BECAUSE OF ANY EXERCISE OF SUCH RIGHTS.
6.
TERM.
THE COMMITMENTS OF THE PARTIES
HEREUNDER SHALL BECOME EFFECTIVE AS OF THE DATE HEREOF AND SHALL, UNLESS
TERMINATED EARLIER AS PROVIDED IN SECTION 11 HEREOF, CONTINUE UNTIL THE DATE TEN
(10) YEARS FROM THE DATE HEREOF (THE "TERM").
7.
LICENSE.
(A)
SUPPLIER HEREBY GRANTS PURCHASER, AT NO
COST, FOR THE DURATION OF THE TERM OF THIS AGREEMENT AN EXCLUSIVE,
NON-TRANSFERABLE, ROYALTY-FREE LICENSE TO USE THE DMF (DRUG MASTER FILE) FOR 10%
BULK IRON DEXTRAN SOLUTION IN THE NAME OF SUPPLIER REQUIRED BY THE UNITED STATES
FOOD AND DRUG ADMINISTRATION (DMF # 336) (THE "10% BULK IRON DEXTRAN SOLUTION
DMF").
SUPPLIER SHALL DELIVER TO PURCHASER POSSESSION AND CONTROL OF THE 10%
BULK IRON DEXTRAN SOLUTION DMF.
PURCHASER HEREBY AGREES THAT IT WILL NOT, AT
ANY TIME, DIRECTLY OR INDIRECTLY, DO OR CAUSE TO BE DONE ANY ACT IN ANY WAY
IMPAIRING SUPPLIER'S RIGHT, TITLE AND INTEREST IN AND TO THE 10% BULK IRON
DEXTRAN SOLUTION DMF.
(B)
PURCHASER SHALL BE AT ALL TIMES DURING THE
TERM BE RESPONSIBLE FOR ALL ASPECTS OF PRODUCTION AND QUALITY CONTROL OF THE 10%
BULK IRON DEXTRAN SOLUTION AND SHALL MAINTAIN THE DRUG MASTER FILE WITH RESPECT
THERETO IN COMPLIANCE WITH THE THEN-CURRENT STANDARDS OF THE UNITED STATES FOOD
AND DRUG ADMINISTRATION AND OTHER APPLICABLE REGULATORY AUTHORITIES.
IN THE
EVENT THAT PURCHASER TRANSMITS OR RECEIVES ANY COMMUNICATION, MEMORANDUM OR
OTHER CORRESPONDENCE TO OR FORM ANY REGULATORY AGENCY, INCLUDING, WITHOUT
LIMITATION THE UNITED STATES FOOD AND DRUG ADMINISTRATION, CONCERNING THE
PRODUCTION, EFFICACY, SAFETY, LABELING OR ANY OTHER MATTER RELATING TO 10% BULK
IRON DEXTRAN SOLUTION, PURCHASER SHALL PROVIDE A COPY OF SAME TO SUPPLIER WITHIN
TWO (2) BUSINESS DAYS AFTER TRANSMITTAL OR RECEIPT THEREOF.
4
8.
LEASE OF EQUIPMENT.
(A)
DURING THE TERM OF THIS AGREEMENT, SUPPLIER
HEREBY LEASES TO PURCHASER, WITHOUT COST, THE EQUIPMENT OWNED BY SUPPLIER LISTED
ON SCHEDULE 2 ATTACHED HERETO (THE "EQUIPMENT").
(B)
SUPPLIER SHALL RETAIN OWNERSHIP OF THE
EQUIPMENT.
PURCHASER SHALL NOT REMOVE THE EQUIPMENT FROM PURCHASER'S FACILITIES
LOCATED AT 12340 SANTA FE TRAIL DRIVE, LENEXA, KANSAS WITHOUT SUPPLIER'S PRIOR
WRITTEN CONSENT.
PURCHASER SHALL PLAINLY AND CONSPICUOUSLY MARK OR OTHERWISE
ADEQUATELY IDENTIFY THE EQUIPMENT AS "PROPERTY OF CHEMDEX, INC." AND, IF
REQUESTED BY SUPPLIER, EXECUTE ALL DOCUMENTS NECESSARY TO EFFECTIVELY PROTECT
SUPPLIER'S OWNERSHIP INTEREST IN THE EQUIPMENT AGAINST CREDITORS OF PURCHASER OR
OTHER THIRD PARTIES.
PURCHASER HEREBY IRREVOCABLY WAIVES THE RIGHT OF SET OFF
WITH RESPECT TO THE EQUIPMENT.
(C)
THE EQUIPMENT, WHILE IN THE CUSTODY OR
CONTROL OF PURCHASER, SHALL BE HELD AT PURCHASER'S RISK AND SHALL BE INSURED
BY
PURCHASER AGAINST LOSS, THEFT, FIRE OR OTHER CASUALTY IN AN AMOUNT EQUAL TO THE
CURRENT MARKET VALUE THEREFORE.
DURING THE TERM HEREOF, PURCHASER SHALL