Exhibit 10.3
CONTRACT MANUFACTURING
AGREEMENT
THIS CONTRACT MANUFACTURING
AGREEMENT (the “Agreement”) is made and entered into
this 1 st day of July, 2009 (the “Effective
Date”) by and among Kirk Pharmaceuticals, LLC
(“Kirk”), a Florida limited liability company, with
offices at 5360 NW 35 th Avenue, Fort Lauderdale, FL
33309, AndaPharm, LLC (“AndaPharm”), a Florida limited
liability company, with offices at 5360 NW 35 th Avenue,
Fort Lauderdale, FL 33309 (“Kirk” and
“AndaPharm” are hereinafter referred to collectively as
“Kirk”) and Svizera USA LLC (“Svizera”), a
Delaware limited liability company, with offices at 505 Thornall
Street, Suite 304, Edison, New Jersey 08837-2260 (each of
“Kirk” and “Svizera” are referred to herein
as a “Party” and collectively the
“Parties”) for the purpose of memorializing the Parties
desire to formulate a strategic business relationship for the
manufacture and supply of certain products.
WHEREAS, Kirk manufactures, sells
and distributes pharmaceutical products in the United States;
and
WHEREAS, Svizera has access to
customers who may wish to purchase the pharmaceutical products
produced by Kirk; and
WHEREAS, Svizera desires to enter
into this Agreement with Kirk in order to supply certain customers
with the pharmaceutical products produced by Kirk;
NOW, THEREFOR, intending to be
legally bound hereby, the Parties hereto agree as
follows:
1.
Contracted Product
. Should Svizera
wish to have Kirk manufacture, sell and distribute finished dosage
form of a Product (as defined on Exhibit A ) to a customer,
Svizera will deliver an executed “Proposed Product
Sheet”, in the form of Exhibit A attached hereto, to
Kirk. If Kirk agrees to the terms and conditions of the Proposed
Product Sheet, which shall include the product, product
specifications, raw materials to be provided by Svizera, pricing,
payment terms and Kirk’s payment, it shall execute and
deliver the same to Svizera within ten (10) days of its receipt.
Upon execution of this Agreement Svizera shall transfer to Kirk the
prepayment listed on Exhibit B attached hereto.
2.
Term
. This
Agreement shall commence on the Effective Date, and shall continue
for an initial term of one (1) year. This Agreement shall
automatically be renewed for successive one (1) year increments
unless either Party requests in writing, at least thirty (30) days
prior to the anniversary date that this Agreement not be so
renewed.
3.
Confidential Information . The term “Confidential
Information” means any data or information, of any kind,
nature or description, about or concerning the business or
operations of Kirk or Svizera, including, but not limited to, any
information relating to past, present, or future sales, financial
structure, pricing, marketing data, personnel data, the Products
and Formulations, software, research, development, inventions,
computer processes, techniques, designs, programs and codes, or
other technical information and data; the names, addresses, buying
habits or practices of any of Kirk or Svizera’s clients or
customers; Kirk or Svizera’s marketing methods, programs and
related data, or other written records used in Kirk or
Svizera’s business; but none of the above includes
information which is or becomes available to the public through no
fault of Kirk or Svizera’s or anyone else receiving
information from Kirk or Svizera.
4.
Trade Secrets . The term “Trade Secret”
means any data or information, including, but not limited to,
technical or non-technical data, specifications, designs, plans,
proposals, copyrightable work, financial, business and marketing
plans or data, formulas, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, product plans, actual or
potential customer or supplier lists and information, or other
information similar to any of the foregoing, which derives economic
value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons
who can derive economic value from its disclosure or
use.
5.
Acquired Confidential Information . Kirk and
Svizera acknowledge that all information regarding each
other’s business which may be ascertained or compiled or
obtained by either Party or furnished to either Party in connection
with this Agreement, is Confidential Information and each
Party’s exclusive property, except to the extent such
information is or becomes available to the public through no fault
of either Party or anyone receiving information from either
Party.
6.
Preservation and Protection of Confidential
Information . Each Party agrees to preserve and protect the
confidentiality of the Confidential Information and all tangible
forms thereof, whether disclosed to either Party, its officer,
agents, employees, or assigns, before this Agreement is signed or
afterward. Neither Party shall disclose or disseminate Confidential
Information to any person, firm, or entity (other than authorized
personnel of each Party) or use Confidential Information for its
own benefit or for the benefit of any third party, without prior
written approval of the other Party. Within three days after
receipt of a request from either Par