Exclusive License Supply & Collaboration Agreement By and Between AndCompanyNov.26, 2015 License - Supply and Collaboration Agreement This License, Supply and Collaboration Agreement is made and entered into this July 14, 2015, by ***, a company incorporated and existing pursuant to the laws of People’s Republic of China having registered office at, West Part of Yitianmen Street, Hi-Tech Zone, Taian, Shandong Province, China” (hereinafter referred to as “***”,which expression shall mean and include, where the context so require or admits, its successors-in-interest and permitted assigns); *** Company, a company incorporated and existing pursuant to the laws of E g y p t having its registered office at “***“(hereinafter referred to as “***”, which expression shall mean and include, where the context so require or admits, its successors-in-interest and permitted assigns);Both *** and *** hereinafter may collectively be referred to as the “PARTIES”, and each may singly be referred to as a “PARTY”. WHEREAS ***, has developed purpose in the territory). WHEREAS ***, is interested in obtainment of the marketing, selling and distribution rights for the Products in the territory” NOW THEREFORE, in consideration of the mutual promises and covenants set forth hereinafter and for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the PARTIES hereby agree as follows: ARTICLE 1: DEFINITIONS 1. “AGREEMENT” means this agreement, together with all attached schedules and exhibits, as they may be amended or otherwise modified from time to time; 2. “EFFECTIVE DATE” means the date on which the present Agreement is signed by the PARTIES and which appears herein; 3. “PRODUCTS” shall mean the product(s) manufactured by *** or its affiliated companies and are defined in several moulds for Polymer products (hereinafter defined as “Products”) andfurthermore interested in selling their Products in the territory through *** (being their sole agent for the
Appendix A, , and such other products as may from time to time be agreed upon in writing by the PARTIES and included in the Appendix “A”. 4. “REGISTRATION DOCUMENTATION” shall mean any and all information, processes, techniques, and data in ***’s possession relating to each particular Product on the list of Products as mentioned in Appendix “A”, which are required to obtain Registration for such particular Product in the territory. 5. “REGISTRATION” shall mean the approval by the appropriate authorities of the territory, of an application to market, sell and distribute the Products in The territory, if so required. 1. “TERRITORY” shall mean the territories of Egypt.2. “MARKETING YEAR” shall start by the product launch date in the respective territories.ARTICLE 2: RIGHTS & REFRAINMENTS *** hereby grants to *** the rights to market, sell and distribute the Products under ***’S own Brand name and Trademark in the territory, subject to the terms and conditions of this Agreement. To the extent that and as long as this Agreement is in force *** shall not have the rights to market, sell and distribute the Products outside the territory. *** is not allowed to sell any of the rights agreed, or parts hereof, to any third party without the prior written consent of ***. *** shall be entitled to market, sell and distribute the Products in the territory through its affiliated companies, distributors, local wholesalers, doctors and any appropriate distribution channel. *** has the exclusivity for licensing, registering, marketing, selling and offered by ***, mentioned in Appendix-A, in the territory. distribution of the product(s)ARTICLE 3: MANUFACTURE, QUALITY ASSURANCE & TECHNICAL VISITS 1. *** warrants that the Products will be produced according to international rules and regulations and in accordance with all other applicable laws. 2. Any complaint regarding defects in quality apparent upon inspection and / or shortfalls in quantities of the Products delivered by *** shall be made in writing by *** within thirty (30) days after receipt of consignment by *** and *** shall simultaneously send samples of such defective products to ***. If *** fails to notify *** within such a period, *** shall be deemed to have accepted the consignment. 3. In the event of receipt of intimation of rejection of products and/or short shipment, *** shall replace the faulty consignment and/or make up short shipment as soon as practicable but not later than 15 days of receipt of intimation free of charge. Shortfalls in quantities delivered shall also be made up free of charge In case of replacement of rejected material, *** shall also reimburse the local import clearing dues and costs.
Further if the replacement / make up are not made within 15 days, *** shall be responsible to appropriately compensate *** for the loss of revenue. It is hereby agreed that in the event that *** does not acknowledge the defect of such Products, which *** has found to be defective, the PARTIES shall endeavor to settle such disagreement amicably and constructively between themselves. In the event that they fail to agree within 15 days after receipt of the notice of defects, the PARTIES agree to nominate an independent, reputed laboratory of the territory, acceptable to both PARTIES, which shall examine representative samples taken from such consignment, using the methods of analysis agreed upon by both PARTIES, and the result shall be binding on both PARTIES. The charges for such examination shall be borne by the PARTY found to be at fault. ARTICLE 4: PURCHASE AND DELIVERY 1. During the term of this Agreement, *** shall purchase all its needs for the “Products” for “the territory” exclusively from *** in accordance with the terms of this Agreement. 2. 1. *** shall submit purchase orders to *** in writing. No purchase order shall be binding on *** until accepted in writing with confirmation of the shipment date. 2. *** shall export Products into the Territory on CIF basis.ARTICLE 5: PRICES AND TERMS 3. The PARTIES agree that the prices as per Appendix-A are valid at least for the first marketing year and thereafter it can be reviewed according to the market situation. 4. Payment shall be made by *** in U.S. dollars either through (a) TT or (b) LC at Sight.ARTICLE 6: MARKET INTRODUCTION AND MARKETING OF THE PRODUCTS 1. *** shall introduce the Products as soon as practicable in the territory following all necessary marketing approvals and the import, provided that this is commercially viable, and shall not unreasonably delay their introduction. 2. *** shall use its best efforts to market the Products in the territory and shall assume, at its own expense, the following obligations : • *** shall use its best efforts to advertise and promote sales of the Products, using techniques and methods which are customary in the pharmaceutical industry for the marketing of generic products; and • • *** shall maintain adequate sales and warehouse facilities *** shall distribute the products according to local law.
3.All promotional materials, catalogues, brochures and scientific information which *** intends to use in relation to the promotion and marketing of the Products in the territory shall be produced locally by *** at its own expenseARTICLE 7: CONFIDENTIALITY 1. During the term of this Agreement and for five years thereafter unless otherwise provided for in this Agreement, all information for the Products transmitted to *** shall be treated by *** as strictly confidential. *** shall not disclose the Confidential Information or parts thereof to any third party except to the appropriate governmental authorities of the territory necessary for the obtainment of registrations. *** shall use the Confidential Information for no other purpose than the implementation of this Agreement. 2. *** may disclose Confidential Information to such of its own and or its associated companies directors, officers and employees who need to know the Confidential Information for the purposes hereunder and who agree to keep such Confidential Information confidential. 3. ***’s obligation above shall not apply to information which *** can show : • • at the Effective Date is in the public domain; or after the Effective Date becomes part of the Public Domain by publication or otherwise, other than by an unauthorized act or omission of ***; or 1. was in ***’s rightful possession prior to the Effective Date and was not acquired directly or indirectly from ***; or 2. is disclosed to *** after the Effective Date by a third party which did not acquire the information from ***. ARTICLE 8: RELATIONSHIP BETWEEN PARTIES The relationship between the PARTIES under this Agreement is that of independent contractors. ARTICLE 9: EFFECTIVE DATE AND DURATION 6. This agreement shall be effective from the effective Date and shall, unless terminated earlier under the provisions of this agreement, continue to be effective for an initial term of 5 (five) years, and thereafter extend automatically for successive 1 (One) year periods. Either PARTY may terminate this Agreement by written notice of 6 (Six) months prior to the end of the initial term above referred. The termination of this agreement by any party shall not affect actions already taken or orders already placed pursuant to this agreement 7. If any PARTY to the agreement breaches any of the terms of this agreement and fails to remedy such breach within sixty (60) days after receipt of written notice from the other PARTY requiring it to do so, then the non-
breaching PARTY shall have the right to terminate this agreement upon one month’s prior written notice. Either PARTY shall be entitled to terminate this Agreement forthwith in case a proceeding of bankruptcy is instituted against the other PARTY. ARTICLE 10: RIGHTS AND OBLIGATIONS UPON TERMINATION Upon expiration or termination of this Agreement *** shall be entitled to continue marketing, selling and distributing the existing stocks only. *** shall thereafter promptly notify the appropriate authorities of withdrawal of the PRODUCTS and return to *** all documents, data and certificates in its possession. Thereafter *** shall not use these data provided by ***. ARTICLE 11: FORCE MAJEURE Neither PARTY shall be liable or be in breach of any provision of this Agreement for any failure or delay on their part to perform any obligation hereunder because of force majeure or any other cause beyond the control of such PARTY including without limitation, strikes, lockouts, or other forms of industrial actions, acts of Gods, acts, regulations or laws of any government, war, civil commotion, destruction of production facilities or material by fire, earthquake or storm, epidemic and failure of suppliers, public utilities or common carries and shortage of raw materials or energy, provided that such PARTY shall promptly give written notice to the other PARTY of such occurrence, and shall move to eliminate the effect thereof to the extent possible and with all reasonable dispatch. ARTICLE 12: INDEMNITIESThe parties here to undertake to indemnify the other for any claim against one party, as a result of any action or omission on the part of the other, including non compliance with any legal or procedural requirements.ARTICLE 13: NOTICES Unless otherwise specifically provided herein, all notices required or permitted by this Agreement shall be in writing and in English and shall be personally delivered, mailed by registered mail, sent by telefax subsequently confirmed by telephone conversation with the recipient, or sent by DHL, or similar courier requiring signature on receipt, addressed as follows:ARTICLE 14: GOVERNING LAW AND DISPUTE RESOLUTION 1. This Agreement shall be governed by and interpreted under the laws of Pakistan and the PARTIES hereby
submit to the jurisdiction of the court of Alexandra, Egypt. 2. All disputes in connection with this agreement or the execution thereof shall be settled amicably by friendly negotiation between the PARTIES. If no settlement can be reached through negotiation, the case in dispute shall then be submitted for arbitration to International Chamber of Commerce, Karachi, Pakistan. The decision made by the arbitration shall be final and binding upon the PARTIES. The arbitration expenses shall be borne by the losing PARTY unless otherwise awarded by the arbitration organization. ARTICLE 15: ENTIRE AGREEMENT, MODIFICATIONS & INTERPRETATION • This Agreement constitutes the entire agreement between the PARTIES with respect to the subject matter hereto, and supersedes all prior agreements between the PARTIES, whether written or oral, relating to the same subject matter. • No modifications, amendments or supplements to this Agreement shall be effective for any purpose unless in writing signed by each PARTY. Approvals or consents hereunder by a PARTY shall also be in writing. • This Agreement is executed in the English language. The language used in this Agreement shall be deemed to be the language chosen by PARTIES hereto to express their mutual intent and no rule of strict construction against either PARTY shall apply to any term or condition of this Agreement. The heading to this Agreement is for case of reference only and shall not be used to construe any provision. The word “including” shall not limit a more general preceding phrase and the word “hereof” shall refer to this Agreement as a whole. IN WITNESS WHEREOF CN and *** have caused this Agreement to be executed by their duly authorized representatives.WitnessAPPENDIX A Products & Prices: