SUPPLY AGREEMENT

(RAW MATERIALS)

This Agreement is made and entered into on _____ [DATE to be inserted], by

and among

.........................................................................

(hereinafter referred to as "……….”)

and

…………………………….

(hereinafter referred to as "SUPPLIER")

WHEREAS, XYZ produces and sells active pharmaceutical ingredients.

WHEREAS, SUPPLIER produces and sells the Active Substance Starting Materials
indicated under Appendix 1 attached hereto for use in the production of active
pharmaceutical ingredients.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the following words and
expressions shall have the meaning as set forth below:

1.1 "Active Substance Starting Materials" shall mean a Raw Material or

Intermediate that it is used in the production of a XYZ API and that is
incorporated as a significant structural fragment into the structure of API.

1.2 "Affiliate" shall mean any company or other entity Controlling, Controlled by or
under common Control with a party of this Agreement. For such purpose
"Control" shall mean the direct or indirect ownership of at least fifty (50)
percent of the voting stocks, shares or interests in a company or entity, or the
power to control the management decisions of such company or entity through
a legal or de facto mechanism.

1.3 "Agreement" shall mean this agreement and any Appendix (as defined below)
attached hereto or in the future being attached hereto.

1.4 "API" shall mean any active pharmaceutical ingredients of which the Product
forms a part.

1.5 "Appendix" shall mean any document now or in the future designated by the
parties as an appendix to the Agreement.

1.6 “Confidential Information” shall mean any and all information disclosed by or on
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 behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”) relating
to and in support of the purpose of this Agreement, whether marked “confidential” or
not, whether in oral, visual, electronic, written or any other form including, but not
limited to, financial data, trade secrets, know-how, strategies, inventions, ideas,
formulas, processes, test data, procedures, formulations and specifications, and all
notes, compilations, summaries, memoranda or other documents prepared by the
Receiving Party which contain, reflect or are otherwise derived from the before
mentioned information as well as any copies thereof and of the before mentioned
information.

1.7 "CEP" shall mean Certificate of Suitability to the monographs of the European
Pharmacopoeia.

1.8 “Change of Control” shall mean one or a related series of transactions whereby
one or more persons or legal entities acting in concert acquire (through purchase,
exchange, spin-off, merger or otherwise) fifty percent (50%) or more of the voting
stock of the other Party or in the absence of ownership of more than fifty percent
(50%) of the voting stock, the power, directly or indirectly, to direct or cause the
direction of the management and policies of the other Party.

1.9 "DMF" shall mean the Drug Master File related to the API which is to be
submitted to Regulatory Authority.

1.10 "Effective Date" shall mean _____ [DATE to be inserted].

1.11 "cGMP" shall mean the current good manufacturing practices stipulated or
promulgated from time to time by Regulatory Authorities that are applicable to
the Manufacture of the Product.

1.12 "Intermediate" shall mean a material (not being a simple Raw Material)
produced by SUPPLIER during step of the processing of API that undergoes
further molecular change or purification to be made by XYZ or on behalf of XYZ
before it becomes API.

1.13 “Loss” shall mean any and all liabilities, damages and expenses, including interest,
penalties and reasonable lawyers’ fees and disbursements.

1.14 "Manufacture" shall mean all operations from procurement, reception and
warehousing of Raw Materials using in the production of an Intermediate,
production, packaging, labelling, storage of Intermediates as well as related
testing and quality control activities (including in-process control), quality
assurance activities and certification activities, the generation of stability data of
the Intermediate and release, shipment and delivery of the Intermediate to meet
the specifications in the Quality Documentation.

1.15 “Price” shall mean, with respect to the Product, the amount payable for such
Product as determined in accordance with the terms hereof and set forth in Appendix
4.

1.16 "Product" shall mean the Active Substance Starting Materials indicated in
Appendix 1 manufactured and supplied by SUPPLIER in accordance with the
Quality Documentation and the provisions of this Agreement.

1.17 “Product Specification” shall mean the product specification of the Product
which is separately agreed in writing between XYZ and the Supplier and attached
to this Agreement as Appendix 5.

1.18 "Purchase Order" shall mean a purchase order for the sale of the Product
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 between XYZ and SUPPLIER.

1.19 "Quality Documentation" shall mean any quality agreement, Product

specification, details of synthesis other agreements related to the manufacturing
and quality or safety of Product agreed between the parties, DMF, CEP and all
future revisions thereof, which shall constitute an integral part of this Agreement,
even if not attached to this Agreement.

1.20 "Raw Materials" shall mean a raw materials (not being an Intermediate)
required for or intended for use by XYZ in its business activities (this may include,
but is not limited to starting basic materials, substrate, reagents, solvents,
excipients, packaging and labelling materials) as indicated in Appendix 1
attached hereto.

1.21 "Regulatory Approval" shall mean with respect to a drug products containing
the API, all approval, license registration or marketing authorization necessary
for the commercialization in the Territory of such drug product.

1.22 "Regulatory Authority" shall mean any national, multinational, governmental

or quasi-governmental agency or authority or entity regulating the manufacture
or sale of medicinal products and/or responsible for issuing regulatory approvals,
license or marketing authorization in the Territory.

1.23 "Territory" shall mean all markets in which the drug products containing the
API can be manufactured and sold in accordance to Regulatory Approval.

2. MANUFACTURE AND SALE

During the term of this Agreement Supplier agrees to Manufacture and supply
the Product on a non-exclusive basis to XYZ and XYZ agrees to purchase the
Product on a non-exclusive basis in such quantities, which may order from time
to time in accordance with the terms and conditions of this Agreement.

3. QUALITY, REJECTION AND DOCUMENTATION

3.1 SUPPLIER agrees to provide the Product manufactured and/or packed and/or
labelled, in accordance with the terms of this Agreement, the Quality
Documentation and cGMP and/or other applicable laws and regulations in the
Territory. SUPPLIER is not permitted to relabel or repack Product without prior
written approval by XYZ.

3.2 SUPPLIER shall inform XYZ at least twelve (12) months in advance and written
form of any change to the manufacturing process of the Product and other
changes which may affect the quality or safety of the Product or involve any
revision to the respective CEP and DMFs and ensures that such change will not
be effected until XYZ’s prior written approval.

3.3 SUPPLIER shall inform XYZ with at least twenty-four (24) month’s written notice
of any stop of production or any change of location of the manufacturing site of
the Product or any site change if such changes may affect the quality or safety
of the Product or may involve any revision to the respective CEP and DMFs.
SUPPLIER shall ensure that the Product can be supplied to XYZ from the previous
manufacturing site until Product from the new manufacturing site is approved by
XYZ.

3.4 Any and all cost or expense incurred due to a change in the manufacturing

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 process or a change of the location of the manufacturing of the Product shall be
borne by SUPPLIER.

3.5 XYZ, itself or through its Affiliates or a commissioned third party, has the right
to perform audits at any and all facilities of SUPPLIER during regular business
hours with prior written notice. Supplier shall be responsible for making its facility
available for inspections by any Regulatory Authorities in a timely manner.
Supplier shall be responsible for compliance with any audit/inspection-related
observation in a timely manner.

3.6 SUPPLIER is obliged to strictly follow the GMP principles. If XYZ makes any critical
observations during an audit or any inspection by a Regulatory Authority which
do or can be expected to result in official action by Regulatory Authorities (e.g.
warning letter by Regulatory Authorities, import alerts or recalls), including
without limitation data integrity issues (e.g. falsification of data or destruction of
analytical data), deliberate deviations from registered processes (e.g. using an
external key intermediate not mentioned in a DMF or buying from non-registered
supplier) and manufacturing in not-approved facilities, XYZ can terminate this
Agreement with immediate effect.

3.7 In the event that the Product or any portion thereof delivered to XYZ by
SUPPLIER has any apparent and visible defects (such as visible transport
damages, visible damages of packaging, wrong or defective packaging, delivery
documentation or declaration errors), XYZ may reject the same by giving written
notice to SUPPLIER, within eight (8) weeks of receipt of such Product. The Parties
acknowledge and agree that XYZ inspects the Product upon receipt with respect
to such apparent defects listed above only. XYZ is not obliged to conduct any
further incoming goods inspection.

3.8 In the event that the Product or any portion thereof delivered to XYZ by SUPPLIER
has any hidden defects, including without limitation non conformance to the
Product Specification, XYZ may reject the same by giving written notice to
SUPPLIER within eight (8) weeks after such hidden defect has been detected.

3.9 Without limiting any further remedies available to XYZ under applicable law or
this Agreement, XYZ shall be entitled to return to SUPPLIER any such Product,
or at XYZ's sole discretion, any part thereof, that does not comply with the
Product Specification or the Quality Documentation or has any other defects, and
receive, in exchange therefore, fully compliant replacement Product, both at the
expense of SUPPLIER.

3.10 The dispatch of the notice set out in sections 3.7 or 3.8 above shall be sufficient
for the compliance with the afore-mentioned time limit. If XYZ fails to give notice
of rejection in accordance with sections 3.7 or 3.8 above, XYZ shall be deemed
to have accepted the Product.

3.11 If SUPPLIER disputes XYZ’s rejection, XYZ and SUPPLIER shall submit samples of
the rejected Product to a mutually acceptable independent laboratory for analysis
whose decision in the matter shall be final and binding. The costs of such analysis
shall be borne by SUPPLIER unless such analysis shows that the Product meets
the Product Specifications, in which case XYZ shall bear the cost of such analysis.

3.12 SUPPLIER shall be obliged to hold and maintain a DMF, cGMP Certificate and CEP
for Intermediate (if the monographs of the European Pharmacopoeia are
available) in accordance with applicable laws, regulations and requirements of
the competent Regulatory Authorities. SUPPLIER shall upon request provide to
XYZ certified copies thereof evidencing such.

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3.13 In the event XYZ or its Affiliates or any third party (each of them, the
“Applicant”) applies for a DMF or Marketing Authorisation for a drug product by
using Product from SUPPLIER, then SUPPLIER shall be obliged to support the
Applicant or the respective Regulatory Authority, without additional cost to XYZ,
by providing the necessary documentation for the Product, in particular (but not
limited to)

a. the DMF for the Intermediate

b. the CEP for the Intermediate (if available), and/or
c. any other documentation for the Product required to the Applicant to obtain
the DMF, or Marketing Authorisation for the drug product or other registration
within the respective countries.

During the application process SUPPLIER shall be obliged to respond in the

timelines requested by the relevant Regulatory Authority or Applicant. If Supplier
(i) decides to stop providing XYZ with such documentation or (ii) does not comply
with section 3.5 and this causes a rejection or delay in approval of the
manufacturing site causing in turn a rejection or delay in the approval of the
marketing authorisation for the XYZ Product, Supplier shall reimburse XYZ for
any and all Losses incurred and related to the development and application
process for the XYZ Product.

4. PERMITS AND REGISTRATIONS

4.1 SUPPLIER shall be responsible for, and bear the costs of, filing all necessary
permits, licences, registrations, certificates, approvals and other forms of
authorisation from all competent Regulatory Authorities (“Permits”) necessary
for it to Manufacture and sell the Product to XYZ under this Agreement.
The Applicant will be responsible for, and bear the costs of, filing all necessary
permits, licences, registrations, certificates, approvals and other forms of
authorisation from all Regulatory Authorities necessary to use the Product in the
production of API or market and sell the drug product containing the Product,
including the Marketing Authorisations and relevant costs.
SUPPLIER and XYZ shall co-operate, to the extent either party possesses relevant
information, in obtaining all relevant permits, licences, registrations, certificates,
approvals and other forms of authorisations.

4.2 SUPPLIER shall provide the Applicant or any Regulatory Authority with any data
and information relating to the Product, and its Manufacture and quality control
procedures (including all chemistry, manufacturing and controls information
required to be submitted in a Marketing Authorisation Application) that may be
reasonably necessary to enable the Applicant to obtain any Regulatory
Approvals.
SUPPLIER shall maintain required GMP documentation including if required a
current plant master file in accordance with all applicable legal and regulatory
requirements, and shall grant XYZ such rights of references thereto as may be
required in relation to the Product.

5. QUANTITY, FORECASTS, ORDERS, DELIVERY AND SAFETY STOCK

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5.1 For the first calendar year of the contractual term the non-binding estimated
quantity of Product to be delivered by SUPPLIER is set out in Appendix 2.

5.2 Before the end of each calendar year, XYZ shall provide SUPPLIER with the total
quantity of Product to be delivered in the subsequent calendar year, which shall
constitute a non-binding annual forecast.

5.3 XYZ shall provide SUPPLIER with binding Purchase Orders at least thirty (30)
days prior to the delivery date. The parties agree that “delivery date” shall mean
the arrival date at the warehouse of XYZ. Supplier shall, within five (5) days after
receipt of any Purchase Orders, confirm the Purchase Order. A Purchase Order
shall be deemed accepted if Supplier has not expressly rejected the Purchase
Order in writing within the five (5) day period.

5.4 SUPPLIER shall Manufacture and deliver ordered quantities of the Product as long
as such orders are within one hundred and ten (110) percent of the applicable
forecast. SUPPLIER agrees to consider in good faith the Manufacture and the
delivery of any quantity of the Product ordered in excess of the above-mentioned
scope. SUPPLIER shall notify XYZ, without undue delay, whether it will be able to
deliver also such excess quantities.

5.5 For the avoidance of doubt, XYZ is not obliged to purchase any quantities of
Product until XYZ submits a binding Purchase Order in accordance with section
5.3 above.

5.6 To the extent XYZ incurs additional costs due to Supplier’s inability to supply,
Supplier shall reimburse any Losses, the price difference for the quantities of
Product purchased by XYZ from other sources and penalties it may suffer or be
obliged to pay its customers due to its inability to supply.

5.7 In addition, XYZ shall be entitled to cancel, without penalty and without forfeiting
any claims for damages, any Purchase Order for the Product if such Product has
not been delivered within two (2) weeks of the scheduled delivery date. Supplier
shall refund XYZ all amounts paid in respect of such cancelled orders. Nothing in
this section 5 shall limit XYZ’s right to claim for damages.

5.8 The Agreement may be terminated by XYZ with immediate effect if Supplier
fails to deliver Product as specified in the individual Purchase Order in three (3)
consecutive events or for more than three (3) consecutive months, without any
obligation for XYZ to compensate Supplier.

5.9 Supplier shall ensure a minimum rolling safety stock of twenty (20) per cent of
the quantity according to section 5.1 and/or 5.2 in a Supplier warehouse which,
if ordered by XYZ, shall be supplied within thirty (30) days to a destination of
XYZ.

6. DELIVERY TERMS

6.1 The terms and conditions of delivery of the Product shall be in accordance with
Appendix 3 .

6.2 The current valid Incoterms 2010 shall apply. Title to and risk of loss of all
Products delivered hereunder shall pass to XYZ upon delivery in accordance
with the specified Incoterm.

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7. PACKAGING

Packaging material of the Product shall be of such material, which guarantees

the agreed specification in the Quality Documentation and the respective stability
data of the Product. SUPPLIER agrees to inform XYZ in writing of any significant
change of any of the packaging material before such change is affected. Any and
all cost for transport packaging is included in the Price.

8. PAYMENT TERMS

8.1 The price and currency of the Product in which the payments shall be made are
set forth in Appendix 4 .

8.2 Before the end of each calendar year, XYZ may initiate negotiations in good faith
with SUPPLIER for the price of Product for the subsequent calendar year. In the
event XYZ and SUPPLIER do not agree on quantities and prices for the
subsequent calendar year, XYZ may immediately terminate the Agreement.

8.3 SUPPLIER shall invoice to XYZ based on the Purchase Orders. Payments for the
Products shall be made according to Appendix 4.

8.4 If the place of delivery is changed by XYZ, the Price and the terms and conditions
remain unaffected.

9. WARRANTY

9.1 SUPPLIER represents and warrants that the Product to be manufactured and/or
supplied by SUPPLIER to XYZ under this Agreement shall (i) in every respect
conform with the Agreement, the Quality Documentation, DMF and cGMP or other
applicable laws, regulations and requirements, relating to the Manufacture of the
Product and supply and delivery of Product in the country of manufacturing and
countries of sale, and (ii) shall be free from any defects or any rights of any third
party, including but not limited to intellectual property rights.

9.2 SUPPLIER hereby represents and warrants that it has the full power and authority
to enter into and perform this Agreement, and SUPPLIER is not aware of any
contract, agreement, promise, undertaking or other fact or circumstance which
would prevent the full execution and performance of this Agreement.

10. COMPLIANCE WITH LAWS

10.1 SUPPLIER will, and will ensure that its employees, directors, officers, Affiliates,
agents or others acting on its behalf (the “Representatives”) Manufacture and
supply the Products only in full compliance with the DMF, registrations and all
applicable laws, rules and regulations, including but not limited to the laws on
fair competition and anti-bribery and corruption (the “Applicable Laws”).
Without limiting the generality of the foregoing, in connection with the
performance of its obligations under this Agreement, SUPPLIER will not, and will
ensure that its Representatives do not, provide or offer any payment,
contribution, gift or anything of value, directly or indirectly, to any public official
or employee of any government, political party or international organization,
hospital, doctor or other healthcare professional, medical insurance company or
employee thereof, or similar provider organization, customer or other person
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 (including without limitation any payoff, influence or facilitation payments, bribe,
rebate or kickback) for the purpose of obtaining or paying for registrations,
medical coverage, favourable treatment in obtaining or maintaining business or
any other concession.

10.3 In case of a material breach of the provisions of the Code or of any Applicable
Laws, XYZ shall be entitled to terminate this Agreement in accordance with
section 13 below.

10.4 SUPPLIER shall fully cooperate with, and provide conclusive documentation to,
XYZ, any of its Affiliates or any auditor acting on its behalf, in case XYZ or such
Affiliated company or auditor initiates the conduct of a business partner review
on the compliance by SUPPLIER and its Representatives with the Code and any
Applicable Laws, in particular the measures taken and implemented by SUPPLIER
to ensure such compliance.

11. INDEMNIFICATION

11.1 SUPPLIER hereby indemnifies and shall hold XYZ and/or any of its Affiliates
harmless from all losses and damages which XYZ and or any of its Affiliates may
be held liable to pay as a result of claims or suits from any third party arising out
of or due to SUPPLIER’s breach of the above Warranties, including but not limited
to defects of the Product, non-conformance with the Quality Documentation; or
any wilful or negligent failure of SUPPLIER or permitted sub-contractors, if any,
to conform with the stipulations under this Agreement or the Quality
Documentation.

11.2 XYZ shall notify Supplier of any Claim against XYZ within reasonable time and
give Supplier an opportunity to assume its own defence or to assist XYZ’s
defence.

11.3 SUPPLIER undertakes to maintain throughout the term of the Agreement and for
ten (10) years after termination or expiry of the Agreement a comprehensive
and legally valid liability insurance policy, including product liability, based on the
terms and conditions customary to the business. Supplier shall upon request at
any time provide XYZ a certificate copy evidencing such insurance.

12. CONFIDENTIALITY

12.1 The Receiving Party shall

a) keep in strict confidence and in safe custody any Confidential Information,

b) use the Confidential Information only for the purpose of this Agreement,

c) not copy or otherwise reproduce any of the Confidential Information

except as is reasonably necessary for the purpose of this Agreement, and

d) disclose the Confidential Information only to Entitled Persons.

“Entitled Persons” are only the statutory representatives, members of corporate

bodies and employees as well as the professional advisors of (a) the Receiving
Party and (b) the Receiving Party's Affiliates. The Receiving Party shall (i) limit
access to the Confidential Information to a minimum number of persons as

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 necessary for the purpose of this Agreement and (ii) notify all such persons of
the existence of this Agreement at the time the Confidential Information is
disclosed to them and (iii) procure that they comply with the terms of this
Agreement as if they were a receiving party to it. The Receiving Party shall be
liable for any non-compliance of such persons with the terms of this Agreement
as if the Receiving Party was itself so non-compliant.

12.2 The Receiving Party's obligations under this Agreement shall not apply to
Confidential Information which

a) was known to the Receiving Party at the date of disclosure of the

Confidential Information by the Disclosing Party,

b) is after the date of disclosure acquired by the Receiving Party in good

faith from an independent third party who is not subject to any obligation of
confidentiality in respect of such information,

c) was at the time of its disclosure in the public knowledge or has become
public knowledge during the term of this Agreement other than through a breach
of this Agreement by the Receiving Party,

d) is required to be disclosed by law, judicial action, the rules or regulations

of a recognized stock exchange or listing authority, government department or
agency or other regulatory authority, provided the Disclosing Party is given a
reasonable opportunity to review the intended disclosure and to discuss with the
Receiving Party the need for such disclosure and to determine possible measures
of protection with regard to the Confidential Information prior to the actual
disclosure, or

e) is independently developed by the Receiving Party without recourse to

any of the Confidential Information.

The Receiving Party shall not disclose that the Confidential Information was
received from the Disclosing Party, except if required under clause (d) above.

12.3 Upon the Disclosing Party's written request which may be made at any time and
at the Disclosing Party's sole and exclusive discretion, the Receiving Party shall,
to the extent permissible under applicable law and its internal policies, promptly
(i) return to the Disclosing Party any Confidential Information provided by or on
behalf of the Disclosing Party to the Receiving Party in physical form, including,
but not limited to, product samples, and otherwise (ii) destroy the Confidential
Information. The Receiving Party shall not be obliged to delete automatically
generated computer back-up or archival copies of the Confidential Information
generated in the ordinary course of information system procedures, provided
that except as expressly provided herein, the Receiving Party shall make no use
of such copies and retain such copies under controlled locked files.

12.3 This section 12 shall survive the termination or expiry of this Agreement for five
(5) years therefrom.

13. TERM AND TERMINATION

13.1 The Agreement shall become effective as of the Effective Date and shall remain
in full force and effect for a period of three (3) years (“Initial Term”). XYZ shall
be entitled to extend the term for subsequent periods of twelve (12) months
(“Extension Term”) by written notice to the Supplier six (6) months prior to the
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 end of the Initial term or prior to the end of each Extension Term.

13.2 The Agreement may be terminated prior to the expiry date and with immediate
effect under the following conditions:

a) in the event of a material breach of this Agreement, either Party may

terminate the Agreement after thirty (30) days written notice from the
terminating Party specifying the breach and stating its intent to terminate if
the other Party fails to cure such breach of this Agreement within the thirty
(30) day period;

b) pursuant to sections 3.6, 5.8, 8.2, 10.3, 14.2 or if otherwise explicitly

stated in this Agreement;

c) if the other Party files a petition of insolvency, or be adjudicated insolvent,

or takes advantage of the insolvency law in any state or country, or makes
an assignment for the benefit of creditors, or a receiver, trustee or other
court officer is appointed for its property;

d) by XYZ, if Supplier undergoes a Change of Control. Supplier shall notify XYZ

without undue delay of such Change of Control; or

e) by XYZ, if the turnover made by XYZ with the relevant XYZ Product of which
Product forms a part drops by a non-negligible amount due to any order of
a competent Regulatory Authority or a decision by XYZ to discontinue the
sale for drug safety reasons.

13.3 As a material breach is in particular considered:

a) non-compliance of the Product with any applicable law or regulation;

b) any safety defect of the Product; or

c) any modification of the production or Product, unless explicitly allowed

under this Agreement.

13.4 Neither termination nor expiry of this Agreement shall release either Party from
fulfilling any obligations which may have been incurred prior to any such
termination or expiry.

13.5 Every termination of this Agreement requires a written notice by registered

mail.

14. FORCE MAJEURE

14.1 Neither party hereto shall be responsible or liable in any way for failure or delay
in carrying out the terms of the Agreement resulting from any cause or
circumstance beyond its reasonable control, including, but not limited to fire,
flood, other natural disasters, war, labour strike, interruption of transit, accident,
explosion, civil commotion and acts of any governmental authority; provided,
that the party so affected shall give prompt notice thereof to the other. The
provision of section 14.1 shall govern the provision of section 5.

14.2 No failure or delay indicated in section 14.1 shall terminate the Agreement, and

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 each party shall complete its obligations hereunder as promptly as reasonably
practicable following cessation of the cause or circumstance of such failure or
delay, provided, however, that if any of the above conditions continues to exist
for more than six (6) months after the date of any notice given with regard
thereto, either party may terminate the Agreement forthwith upon notice to the
other.

15. General

15.1 Integration; Amendments. This Agreement constitutes the entire agreement

between the parties pertaining to the subject matter hereof and supersedes all
prior agreements and understandings of the parties with respect thereto. It may
be amended, including this Article 15.1, only by an agreement in writing executed
by the parties hereto. All Appendices referred to in this Agreement are intended
to be and are hereby specifically incorporated into and made a part of this
Agreement by way of reference. In the event of any inconsistency between any
such Appendix and this Agreement, the terms of this Agreement shall govern,
unless specifically agreed otherwise in the Appendix. Appendices list follows:

Appendix 1: Active Substance Starting Materials

Appendix 2: Quantities for the first contractual term
Appendix 3: Terms and Conditions of Delivery
Appendix 4: Price and Payment terms
Appendix 5: Product Specification
Appendix 6: Code of Conduct

15.2 Contradictions or Conflicts. In case of contradictions or conflicts between the

provisions of this Agreement and those of the Quality Documentation, the
provisions of the Quality Documentation shall prevail with respect to standards,
procedures and other quality-related matters, whereas the provisions of this
Agreement shall prevail with respect to all other matters, in particular
commercial matters. The general terms and conditions of the Parties shall not be
applicable even if they are contained in or referred to in any Purchase Order,
order confirmation or other correspondence.

15.3 Severability. If any provision of this Agreement is determined to be invalid,

illegal or unenforceable, the remaining provisions of this Agreement, to the
extent permitted by law, shall remain in full force and effect. The Parties shall
agree on a valid, legal or enforceable provision in lieu of the invalid, illegal or
unenforceable provision that reflects the Parties’ intentions at the time of
entering into this Agreement. The same shall apply if the Parties have,
unintentionally, failed to address a certain matter in this Agreement.

15.4 Remedies; Waiver. All rights and remedies existing under this Agreement
are cumulative to, and not exclusive of, any rights or remedies otherwise
available under applicable law. No failure on the part of any Party to exercise
or delay in exercising any right hereunder shall be deemed a waiver thereof.

15.5 Notices. All notices and other communications hereunder shall be made in
writing in English to the persons at the addresses set forth below, or such
other person or address as may be designated by a Party to the other Party in
the same manner. Unless specified otherwise (such as registered mail), email
and telefax messages to the addresses provided below are sufficient.

For ……………………………..
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 Attention to: [●]
e-mail: [●]

For ………………….
Address,
Address,
Address
Country
Attention to: [●]
e-mail: [●]

or to such other address as either party shall have last designated by notice to
the other party. Each notice or other communication shall be effective (i) if given
by telecopy, when transmitted to the applicable number and an appropriate reply
is received, (ii) if given by express courier service, three days after being
submitted to such service, and (iii) if in person, when received (iv) if given by e-
mail whenever send it to the above address.

15.6 Relationship of the Parties. Nothing in this Agreement is intended to create

an agency relationship, partnership or joint venture between the parties. The
relationship among the parties is that of independent traders. Neither SUPPLIER
nor XYZ shall present itself as affiliated with the other party and nothing herein
shall be construed as to grant either party the right to refer to the other as a
business partner or use the other’s trademarks and logos, unless specifically
agreed upon.

15.7 Assignment. Neither this Agreement nor any rights or obligations hereunder
may be assigned or sub-contract in whole or in part by either party without the
prior written consent of the other party, except that XYZ may assign this
Agreement and its rights and obligations hereunder without the consent of
SUPPLIER to: (a) an Affiliate of XYZ or (b) any person or entity who acquires all
or a substantial portion of the stock or assets of XYZ or who acquires XYZ’s rights
to the Products.

15.8 Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of Italy excluding its principles of the choice of law and
the United Nations Convention on Contracts for the International Sale of Goods.

15.9 Place of Jurisdiction. The courts of Milan, Italy, shall have exclusive jurisdiction
with regard to any dispute, controversy or claim, arising out of or in connection
with the Agreement, or the breach, termination or invalidity thereof.

15.10 Counterparts. This Agreement may be executed in one or more counterparts,

all of which shall constitute one and the same agreement.

This Agreement has been executed in two (2) original copies, of which SUPPLIER
and XYZ have taken one each.

Date: Date:

………………………………………. ……………………,

By: By:

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 Name:

Title: Board Member Title:

APPENDIX 1 – Active Substance Starting Materials

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 APPENDIX 2 – Quantities

Non-binding forecast

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 APPENDIX 3 – Terms and Conditions of Delivery

CIP BY TRUCK TO VILLADOSE (RO)

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 APPENDIX 4 – Price and Payment terms

Current Applied Price in 2018 : 102 Euro / Kg

Payment Terms : TT / 90 Days From Date of Invoice

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APPENDIX 5 – Product Specification

Product Specification of Cefuroxime Decarbamoyl (DEFU Enzimatico)

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