Exhibit 10.15
CONFIDENTIAL TREATMENT REQUESTED.
THIS DOCUMENT IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
PORTIONS OF THIS DOCUMENT FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE MARKED
HEREIN BY "[***]".
SUCH REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST.
DISTRIBUTION AND SUPPLY AGREEMENT
Between
DR. REDDY'S LABORATORIES, INC.
And
CERAGENIX PHARMACEUTICALS, INC.
And
CERAGENIX CORPORATION
Dated
NOVEMBER 16, 2007
TABLE OF CONTENTS
PAGE
1.
DEFINITIONS
1
2.
APPOINTMENT AND ACCEPTANCE; OTHER RIGHTS
6
3.
PAYMENTS
9
4.
PURCHASE OF PRODUCT
12
5.
PRICE-PAYMENT TERMS
15
6.
OBLIGATIONS OF COMPANY
16
7.
OBLIGATIONS OF DISTRIBUTOR
20
8.
TECHNICAL PROCEDURES
22
9.
MEDICAL INFORMATION, COMPLAINTS ADVERSE EVENTS AND POST-MARKETING SURVEILLANCE
23
10.
REPRESENTATIONS AND WARRANTIES
24
11.
LIABILITY AND INSURANCE
28
12.
INTELLECTUAL PROPERTY
28
13.
TERM AND TERMINATION
29
14.
INDEMNIFICATION
32
15.
CONFIDENTIALITY AND NON-USE
34
16.
FORCE MAJEURE
35
17.
MISCELLANEOUS PROVISIONS
36
i
LIST OF SCHEDULES
SCHEDULE 1.8
Company's Trade Marks
SCHEDULE 1.36
List of Patents
SCHEDULE 1.37
Product Information
SCHEDULE 1.45
Specifications
SCHEDULE 3.2(a)
Product Pricing Structure
SCHEDULE 4.3(a)
Form of Purchase Order
SCHEDULE 4.3(b)
Batch Size Requirements
SCHEDULE 6.12
Quality System and Design Control Agreement
SCHEDULE 8.1
Quality Agreement
SCHEDULE 10.2
Company Disclosure Schedule
ii
DISTRIBUTION AND SUPPLY AGREEMENT
THIS DISTRIBUTION AND SUPPLY AGREEMENT (this "Agreement"), dated as of
November 16, 2007 (the "Effective Date") is entered into by and among
Dr. Reddy's Laboratories, Inc., a corporation duly organised and existing under
the laws of the state of New Jersey, having its place of business at 200
Somerset Corporate Boulevard, 7th Floor, Bridgewater, NJ 08807 (hereinafter
referred to as "Distributor") and Ceragenix Pharmaceuticals, Inc., a corporation
duly organised and existing under the laws of the State of Delaware, having its
place of business at 1444 Wazee Street, Suite 210, Denver, CO 80202, and
Ceragenix Corporation
also
having its place of business at 1444 Wazee Street,
Suite 210, Denver, CO 80202 (hereinafter Ceragenix Pharmaceuticals, Inc. and
Ceragenix Corporation
shall be collectively referred to as "Company").
PRELIMINARY STATEMENTS
A.
Company has the exclusive rights to appoint exclusive distributors
for the Product.
B.
Distributor wishes to distribute such Product in the Territory as
defined below and is willing and able to provide a competent distribution
organization in such Territory.
C.
Company shall supply, either itself or through a contract
manufacturer, Product for Distributor's requirements as set forth below in the
Territory.
Now, therefore, the Parties hereto, in consideration of the premises and mutual
covenants and undertakings herein contained, agree as follows:
1.
DEFINITIONS
In this Agreement, the following terms shall have the following meanings:
1.1.
"510(K)" SHALL HAVE THE MEANING SET FORTH IN SECTION 1.37.
1.2.
"AGREEMENT" MEANS THE AGREEMENT BETWEEN THE PARTIES CONSTITUTED BY
THIS DOCUMENT.
1.3.
"AFFILIATES" MEANS ANY CORPORATION, FIRM, LIMITED LIABILITY
COMPANY, PARTNERSHIP, OR OTHER ENTITY THAT DIRECTLY OR INDIRECTLY CONTROLS, OR
IS CONTROLLED BY, OR IS