PHARMACEUTICAL PRODUCT LICENSE AND DISTRIBUTION AGREEMENT
This Agreement ("this Agreement") is made and entered into as of ____________,
1996, by and between Patent Laboratories Inc., a New York corporation, with its
principal place of business located at _______________, New York, New York
("Patent Laboratories") and Pharmaceutical Co., a New Jersey corporation, with
its principal place of business located at ______________ New Jersey
("Pharmaceutical").
WHEREAS, Patent Laboratories is the owner of and has the right to grant licenses
with respect to certain Technology (as hereinafter defined), the Trademark (as
hereinafter defined), and the Product (as hereinafter defined);
WHEREAS, Patent Laboratories wishes to grant to Pharmaceutical an exclusive
license to the Technology and the Trademark solely for using and selling the
Product in the Territory (as hereinafter defined) related to the Licensed Use
(as hereinafter defined), and Pharmaceutical wishes to receive such a license,
on the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Patent Laboratories and Pharmaceutical hereby agree as
follows:
1. Definitions
1.1. "Affiliate" of a party means any corporation or other business entity
directly or indirectly controlled by, or under common control with, such party;
as used herein, the term "control" means possession of the power to direct, or
cause the direction of the management and policies of a corporation or other
entity whether through the ownership of voting securities, by contract or
otherwise.
1.2. "Licensed Use" means use of the Product as a weight loss drug.
1.3 "Product" means Patent Laboratories's tablet product containing ___________
and any current or future modifications to the packaging of that product. For
purposes of determining the quantity of Product pursuant to any of the terms of
this Agreement, the number of Product for any particular situation is defined as
the number of milligrams of the Product.
1.4. "Technology" means Patent Laboratories's information and know-how related
to the Product, which is relevant to the promotion, marketing and sale of the
Product for the Licensed Use in the Territory, and which is provided to
Pharmaceutical by Patent Laboratories pursuant this Agreement.
1.5. "Territory" means, in the United States of America and its territories and
possessions, both retail and wholesale sales outlets, including but not limited
to drug stores, food stores, health food stores and mass merchandise outlets.
1.6. "Trademark" means the mark "Waist-Be-Gone" United States application serial
no. __________ (filed ________), and any other marks used by Pharmaceutical with
the Product in the Territory during the term of this Agreement.
2. Exclusive License
2.1. Pursuant to the terms of this Agreement, Patent Laboratories hereby
appoints Pharmaceutical as the exclusive licensee: (a) to market, sell and
distribute the Product in the Territory, and (b) to use the Trademark and
Technology in the Territory solely in connection with marketing, selling and
distributing the Product, both solely for the Licensed Use in the Territory.
2.2. For purposes of this Agreement, "exclusive" shall mean that Patent
Laboratories will not directly or indirectly market, sell or distribute the
Product to: (1) any other person or entity in the Territory for the Licensed Use
in the Territory; or (2) any other person or entity outside the Territory to
market, sell or distribute the Product for the Licensed Use in the Territory.
Patent Laboratories's retained rights in the Territory include, for example, the
right to make, have made, and use the Product for marketing, sale and
distribution outside the Territory, as well as the right to conduct any research
and development activity.
2.3. Pharmaceutical will not directly or indirectly market, promote, encourage,
exploit, offer for sale or sell, or otherwise dispose of the Product: (a)
outside the Territory; (b) for use outside the Territory; or (c) inside the
Territory for use other than the Licensed Use, without prior written consent
from Patent Laboratories.
2.4. If, during the term of this Agreement, Patent Laboratories, Pharmaceutical,
or jointly Patent Laboratories and Pharmaceutical, develop or otherwise acquire
any modifications to the formulation of the Product that are able to be
licensed, such modifications shall be the sole and exclusive property of Patent
Laboratories; provided, that Pharmaceutical shall have the right of first offer
as to royalty rates or license fees, including as to possible up-front payments,
to become Patent Laboratories's exclusive licensee in the Territory with respect
to those modifications, under substantially the same terms as those herein
(other than royalty rate or license fee terms), except to the extent such terms
are inconsistent with the modification.
3. Technology, Regulation, and the Market
3.1. Pharmaceutical shall promote, market, and sell the Product for the Licensed
Use in the Territory. Patent Laboratories shall from time to time furnish
Pharmaceutical with Technology as and to the extent Patent Laboratories
reasonably determines to assist Pharmaceutical's efforts to promote, market, and
sell the Product for the Licensed Use in the Territory.
3.2. Patent Laboratories shall also furnish such additional Technology as
Pharmaceutical may reasonably request in connection with any regulatory
compliance regarding the promotion, marketing, or sale of the Product for the
Licensed Use in the Territory.
3.3. Patent Laboratories shall be responsible for all decisions and actions
regarding regulatory matters relating to or involving the Product. Patent
Laboratories shall, with respect to any such regulatory matters, (a) act as
liaison with the FDA or other governmental authority; (b) prepare and make all
submissions regarding the regulatory matter; (c) monitor all studies pertinent
to the regulatory matter; and (d) obtain regulatory approvals, as reasonably
deemed necessary by Patent Laboratories. Pharmaceutical shall promptly cooperate
with Patent Laboratories with respect to such regulatory matters by providing
data and information at Patent Laboratories's reasonable request. Nevertheless,
Pharmaceutical shall maintain its own counsel for FDA or other regulatory
matters, for the sole purpose of advising Pharmaceutical with regard to such
regulatory matters and to any data, information, or suggestions that
Pharmaceutical may provide to Patent Laboratories, either at Patent
Laboratories's request or at Pharmaceutical's discretion.
3.4. Each of the parties shall promptly notify the other party in writing of any
technical or clinical advances, useful modifications, side effects, or new
government regulations relating to the Product that shall come to its knowledge.
Pharmaceutical must promptly inform Patent Laboratories of all actions and
communications (even if believed by Pharmaceutical to be without foundation) by
or threatened by a regulatory or other governmental authority in the Territory
relating to the Product.
3.5. Pharmaceutical shall notify Patent Laboratories promptly in writing of any
new market trends in relation to the Product that shall come to its knowledge
and of any new product which might be competitive with the Product together with
full details thereof including prices and copies of any known promotional
material.
4. Orders and Compensation
4.1. Procedures
4.1.1.
Pharmaceutical shall advise Patent Laboratories as to its immediate
requirements for the Product as soon as possible after the date of this
Agreement. Thereafter, Pharmaceutical shall advise Patent Laboratories on the
last date of each successive calendar quarter, beginning with the quarter ending
September 30, 1996, as to its estimated requirements of the Product for the
following twelve-month period. Throughout the term of this Agreement,
Pharmaceutical shall maintain inventories of the Product in the Territory that
are reasonably sufficient to meet Pharmaceutical's then-current market
requirements for a period of at least two (2) months.
4.1.2.
Notwithstanding any other terms of this Agreement, the minimum
quantity of Product that Pharmaceutical may order at any time, or for any single
delivery, is 10 million tablets.
4.1.3.
Upon receipt of a purchase order for Product from Pharmaceutical,
Patent Laboratories shall use reasonable commercial efforts to meet the schedule
for delivery requested by Pharmaceutical in its purchase order. Patent
Laboratories shall notify Pharmaceutical's management just prior to the shipment
of an order.
4.1.4.
Patent Laboratories shall have the Product delivered to Pharmaceutical according to the delivery procedure agreed upon by the parties.
4.1.5.
Pharmaceutical shall be billed for the Product once an order has
been shipped. All shipments will be made at Pharmaceutical's direction, cost and
responsibility. Payment is due to be received by Patent Laboratories within
forty-five (45) days of the billing date. Late payments will be subject to
interest from the date of shipping, at a rate of twelve (12) percent annual
interest, compounded monthly.
4.2. Minimum Orders
4.2.1.
Threshold Quantity: If the number of Product purchased by
Pharmaceutical from Patent Laboratories does not in the three-year period (three
"Years") beginning on September 1, 1996, or in any twelve-month period beginning
on, or on any annual anniversary of, September 1, 1998, (each a "Year"), meet or
exceed the minimum order for that period (as defined below), Pharmaceutical
shall, at its option, either (a) buy the quantity of Product required to meet
that period's minimum, or (b) pay to Patent Laboratories the net profit that
Patent Laboratories would have obtained from the sale of that minimum quantity
of Product, at the rate of $_________ per tablet, or a higher rate if and to the
extent that Patent Laboratories may reasonably determine that the then-current
rate is higher than $_________ per tablet. In addition, if at any time
commencing with the fourth full Year (i.e., the twelve-month period beginning
September 1, 1999), Pharmaceutical fails to purchase at least the then-minimum
quantities of Product for each of two (2) consecutive Years, Patent Laboratories
shall have the right to terminate this Agreement, or to convert this Agreement
into a non-exclusive agreement, at Patent Laboratories's sole option.
4.2.2.
First Three Years: The minimum quantity of Product to be purchased
by Pharmaceutical from Patent Laboratories within the first three Years of the
date of this Agreement (September 1, 1996ÐAugust 31, 1999) shall be 35 million
tablets.
4.2.3.
Fourth Year: The minimum quantity of Product to be purchased within
the fourth Year (September 1, 1999ÐAugust 31, 2000) shall be 15 million tablets.
4.2.4.
Fifth and Subsequent Years: For each Year beginning with the fifth
Year, the minimum quantity of Product to be purchased shall be the greater of
(a) 95 percent of the quantity of Product actually purchased by Pharmaceutical
in the immediately preceding Year, or (b) 20 million tablets.
4.3. Payments
4.3.1.
The price of the Product-per-tablet bought in any given Year, at the
date of this Agreement, is:
Quantity of Tablets
_______ - ________
_______ - ________
Price per Tablet
$ _______
$ _______
5. Maintenance of Quality
5.1. Manufacturing Standards
Patent Laboratories shall be responsible for maintaining commercially acceptable
quality control standards in all manufacturing relating to the Product it
delivers to Pharmaceutical. Unless Pharmaceutical is at fault, including but not
limited to, because of a failure to take reasonably prudent steps, or other
steps reasonably suggested by Patent Laboratories, to protect the delivered
Product, Patent Laboratories shall be responsible for and compensate
Pharmaceutical for expenses incurred for any recall, and when necessary for
replacement of Product failing to meet commercially acceptable standards.
5.2. Use of Trademark
5.2.1.
Pharmaceutical agrees to use the Trademark in accordance with good
customary trademark practice, and to avoid taking any action that would in any
manner impair or detract from the value of the Trademark or the goodwill and
reputation of Patent Laboratories. Pharmaceutical acknowledges Patent
Laboratories's ownership of the Trademark and related goodwill, both in the
Territory and outside the Territory.
5.2.2.
Quality and Maintenance of Standards. Pharmaceutical agrees that the
nature and quality of all of Pharmaceutical's advertising, promotional, and
other related uses of the Trademark pursuant to this Agreement shall conform to
standards set by Patent Laboratories. Pharmaceutical agrees to cooperate with
Patent Laboratories in facilitating Patent Laboratories's control of such nature
and quality, and to supply Patent Laboratories in advance with specimens of all
uses of the Trademark. Pharmaceutical also agrees to obtain Patent
Laboratories's written permission regarding the nature and quality of each use
of the Trademark, prior to such use, provided, however, that such permission
shall be granted unless Patent Laboratories reasonably objects on the basis that
the proposed use will impair the value of the Trademark or will otherwise fail
to conform to the standards set by Patent Laboratories. If such permission or
objection is not transmitted by Patent Laboratories within three (3) business
days of Patent Laboratories's receipt of the request for permission along with
the subject specimens, then Patent Laboratories shall be deemed to have granted
permission in satisfaction of this section 5.2.2.
5.2.3.
Form of Use. Pharmaceutical agrees to use the Trademark only in the
form and manner and with appropriate legends as approved from time to time by
Patent Laboratories, and not to use any other trademark or service mark, in
combination with the Trademark without prior written approval of Patent
Laboratories.
6. Confidentiality
During the term of this Agreement and for a period of five (5) years after its
expiration or termination, Pharmaceutical shall keep confidential and not
disclose to others or use for any purpose other than as expressly authorized
herein, any confidential information supplied by Patent Laboratories or its
employees or representatives and identified as confidential ("Confidential
Information"). Pharmaceutical shall ensure that its employees and agents shall
likewise maintain the secrecy of Confidential Information, and shall comply with
the confidentiality and non-use provisions of this Section. The obligation of
confidentiality shall not apply to the extent that Pharmaceutical can establish
that the Confidential Information at issue: (i) entered the public domain
without Pharmaceutical's breach of any obligation owed to the disclosing party;
(ii) was permitted to be disclosed by Patent Laboratories's prior written
consent; (iii) had become known to Pharmaceutical from a source other than
Patent Laboratories, other than by breach of a confidentiality obligation owed
to Patent Laboratories; (iv) was disclosed by Patent Laboratories to a third
party without restrictions on its disclosure; or (v) was independently developed
by Pharmaceutical without breach of this Agreement. Further, disclosure may be
made pursuant to a requirement of law, or of judicial or administrative process,
provided that Pharmaceutical shall promptly inform Patent Laboratories in
advance of such disclosure so that Patent Laboratories may seek a protective
order regarding the disclosed Confidential Information.
7. Representations, Warranties, and Covenants
7.1. Patent Laboratories' Representations, Warranties,
and Covenants
Patent Laboratories hereby represents, warrants, and covenants the following:
7.1.1.
Patent Laboratories is a corporation duly organized, existing and in
good standing under the laws of New York, with full right, power and authority
to enter into and perform this Agreement and to grant all of the rights, powers,
and authorities herein granted.
7.1.2.
The execution, delivery and performance of this Agreement do not
conflict with, violate, or breach any agreement to which Patent Laboratories is
a party, or Patent Laboratories' articles of incorporation or bylaws.
7.1.3.
This Agreement has been duly executed and delivered by Patent
Laboratories and is a legal, valid and binding obligation enforceable against
Patent Laboratories in accordance with its terms.
7.1.4.
Patent Laboratories shall comply with all applicable laws, consent
decrees, and regulations of any federal, state, or other governmental authority.
7.1.5.
To the best of Patent Laboratories' knowledge and belief as of the
date of this Agreement, there are no issued or pending patent or trademark
applications relating to the Product that would prevent Pharmaceutical from
using or selling the Product in the Territory for its Licensed Use.
7.2. Pharmaceutical's Representations, Warranties,
and Covenants
Pharmaceutical hereby represents, warrants, and covenants the following:
7.2.1.
Pharmaceutical is a corporation duly organized, existing and in good
standing under the laws of the State of New Jersey, with full right, power, and
authority to enter into and perform this Agreement and to grant all of the
rights, powers, and authorities herein granted.
7.2.2.
The execution, delivery, and performance of this Agreement do not
conflict with, violate, or breach any agreement to which Pharmaceutical is a
party, or Pharmaceutical's articles of incorporation or bylaws.
7.2.3.
This Agreement has been duly executed and delivered by
Pharmaceutical and is a legal, valid, and binding obligation enforceable against
Pharmaceutical in accordance with its terms.
7.2.4.
Pharmaceutical shall comply with all applicable laws, consent
decrees, and regulations of any federal, state, or other governmental authority.
7.2.5.
Pharmaceutical shall in good faith make its best efforts and make
reasonable expenditures to market and promote sales of the Product for its
Licensed Use in the Territory. Pharmaceutical's good faith efforts and
expenditures will be at least comparable to Pharmaceutical's efforts and
expenditures for other Pharmaceutical products.
7.2.6.
Pharmaceutical will maintain a qualified national sales
organization, and Pharmaceutical shall ensure that it gives proper coverage to
the Product throughout the Territory on a regular basis. Pharmaceutical shall
sell the Product through at least 40,000 outlets.
7.2.7.
During the term of this Agreement and for one (1) year after any
termination or expiration of this Agreement, Pharmaceutical shall not, without
Patent Laboratories's prior written consent, directly or indirectly promote or
sell any other weight loss product for use in the Territory, other than the
Product. However, (1) Pharmaceutical may continue to market and sell
Pharmaceutical's own weight loss gel that is currently being marketed by
Pharmaceutical, as listed in Schedule A hereto, and (2) if Patent Laboratories
withdraws the Product from the Territory without providing a reasonable
substitute for purposes of this Agreement, Pharmaceutical shall be permitted to
promote or sell other weight loss products for use in the Territory immediately
after the termination or expiration of this Agreement.
8. Indemnification
8.1. Patent Laboratories shall at all times during and after the term of this
Agreement be responsible for, and shall defend, indemnify, and hold
Pharmaceutical harmless from and against any and all losses, claims, suits,
proceedings, expenses, recoveries, and damages, including reasonable legal
expenses and costs including attorneys' fees, arising out of any claim by a
third party relating to the Product, or any aspect of the performance of this
Agreement, to the extent such liability results from the negligence or willful
misconduct of Patent Laboratories, or any breach of a representation or warranty
given herein by Patent Laboratories; provided, however, that Pharmaceutical
shall give Patent Laboratories prompt notice of any such claim or lawsuit and,
provided further, that Patent Laboratories shall have the right to compromise,
settle, or defend such claim or lawsuit.
8.2. Pharmaceutical shall at all times during and after the term of this
Agreement be responsible for, and shall defend, indemnify, and hold Patent
Laboratories harmless from and against any and all losses, claims, suits,
proceedings, expenses, recoveries, and damages, including reasonable legal
expenses and costs including attorneys' fees, arising out of any claim by a
third party relating to any aspect of the performance of this Agreement, to the
extent such liability results from the negligence or willful misconduct of
Pharmaceutical, or any breach of a representation or warranty given herein by
Pharmaceutical; provided, however, that Patent Laboratories shall give
Pharmaceutical prompt notice of any such claim or lawsuit and, provided further,
that Pharmaceutical shall have the right to compromise, settle, or defend such
claim or lawsuit.
8.3. Each party shall maintain a comprehensive product liability insurance
policy with respect to the Product, in an amount of not less than Five Million
Dollars ($5,000,000) per occurrence with a deductible of not more than One
Hundred Thousand Dollars ($100,000). Each party shall name the other party as an
additional insured under such policy, the terms of which shall be reasonably
acceptable to the other party. Each party shall promptly provide the other party
with a certificate from the applicable insurance company verifying the above and
undertaking to notify the other party directly at least thirty (30) days prior
to the expiration or termination of such coverage.
9. Term and Termination
9.1. Term
This Agreement shall commence as of the date first written above (the "Effective
Date"), and, unless sooner terminated as provided herein, this Agreement shall
continue in force for five (5) years from the Effective Date. This Agreement
shall then automatically be renewed for a single period of five (5) years,
provided that Pharmaceutical will have met all of its minimum purchasing
requirements under Sections 4.2.2Ð4.2.4 for the initial five-year period.
Thereafter, this Agreement shall automatically be renewed for further periods of
five (5) years, unless either party gives notice of non-renewal to the other
party at least ninety (90) days prior to the expiration of the then-current
term.
9.2. Termination
9.2.1.
Termination by Mutual Consent. This Agreement shall terminate upon
the mutual written agreement of the parties.
9.2.2.
Termination for Material Breach. If either party breaches or
defaults in the performance or observance of any of the material provisions of
this Agreement, and such breach or default is not cured within thirty (30) days
after the giving of notice by the other party specifying such breach or default,
the non-defaulting party shall have the right to terminate this Agreement,
effective with ten (10) days further notice to the defaulting party.
9.2.3.
Termination for Bankruptcy. Either party shall have the right to
terminate this Agreement upon thirty (30) days notice to the other party, if
that other party becomes involved in financial difficulties as evidenced:
(a) by that other party's commencement of a voluntary case under any
applicable bankruptcy code or statute, or by its authorizing, by appropriate
proceedings, the commencement of such a voluntary case; or
(b) by its failing to receive dismissal of any involuntary case under any
applicable bankruptcy code or statute within sixty (60) days after initiation of
such action or petition; or
(c) by its seeking relief as a debtor under any applicable law of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors, or by consenting to or
acquiescing in such relief; or
(d) by the entry of an order by a court of competent jurisdiction finding
it to be bankrupt or insolvent, or ordering or approving its liquidation,
reorganization, or any modification or alteration of the rights of its creditors
or assuming custody of, or appointing a receiver or other custodian for, all or
a substantial part of its property or assets; or
(e) by its making as assignment for the benefit of, or entering into a
composition with, its creditors, or appointing or consenting to the appointment
of a receiver or other custodian for all or a substantial part of its property.
The failure by a party to exercise its right to terminate this Agreement
pursuant to this Section 9.2.3 in the event of any occurrence giving rise
thereto shall not constitute waiver of the rights in the event of any subsequent
occurrence.
9.3. Surviving Provisions
9.3.1.
The provisions of Sections 1, 3.3, 4.3, 6, 7, 8, 9.3, 10, and 11
hereof shall survive any expiration or termination of this Agreement, except as
otherwise provided herein.
9.3.2.
Except as otherwise provided in this Agreement, upon any expiration
or termination of this Agreement:
(a) All rights, privileges and licenses shall immediately terminate and
revert to Patent Laboratories, and Pharmaceutical shall not thereafter make any
use whatsoever of any Technology or the Trademark, and shall not further market,
sell, or distribute the Product;
(b) Pharmaceutical shall promptly return or provide to Patent Laboratories
all Technology and other similar information regarding the Product;
(c) Pharmaceutical shall promptly destroy or transfer to Patent
Laboratories, at Patent Laboratories's election, all marketing, labeling, or
advertising materials relating to the Product or Trademark; and
(d) Pharmaceutical shall promptly pay to Patent Laboratories all amounts
due to Patent Laboratories pursuant to the terms of this Agreement.
10. Force Majeure
Neither party shall be liable for any default or delay in such party's
performance if such default or delay is caused by any event beyond the
reasonable control of such party, including but not limited to: act of God; war
or insurrection; civil commotion; destruction of essential facilities or
materials by earthquake, fire, flood or storm; labor disturbance; epidemic; or
other similar event; provided, however, that the party so affected will give
prompt notice of such event, and shall use its best efforts to avoid, remove, or
alleviate such causes of nonperformance and shall continue performance hereunder
with the utmost dispatch whenever such causes are removed.
11. Miscellaneous
11.1. Entire Agreement -- Modifications
This Agreement sets forth and constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof, and supersedes
any and all prior agreements, understandings, promises and representation,
whether written or oral, between the parties with respect to the subject matter
hereof. This Agreement may not be released, discharged, amended or modified in
any manner except by an instrument in writing, making specific reference to this
Agreement, and signed duly by authorized representatives of both parties.
11.2. Relationship of the Parties
The relationship hereby established between Patent Laboratories and
Pharmaceutical is solely that of independent contractors. This Agreement shall
not create an agency, partnership, joint venture, or employer/employee
relationship, and nothing hereunder shall be deemed to authorize either party to
act for, represent or bind the other except as expressly provided in this
Agreement.
11.3. Severability
If and solely to the extent that any provision of this Agreement shall be
invalid or unenforceable, or shall render this entire Agreement to be
unenforceable or invalid, such offending provision shall be of no effect and
shall not affect the validity of the remainder of this Agreement or any of its
provisions; provided, however, the parties shall use their respective reasonable
efforts to renegotiate the offending provisions to best accomplish the original
intentions of the parties.
11.4. Assignment
Neither party may assign any right or obligation hereunder without the written
consent of the other party, except that Patent Laboratories may assign all of
its rights and obligations hereunder to a Patent Laboratories Affiliate or to
any entity to whom Patent Laboratories also assigns the Technology. This
Agreement shall be binding upon and inure to the benefit of the parties'
respective successors and assigns. Any attempted assignment in violation of this
provision shall be void and of no effect.
11.5. Choice of Law
This Agreement is deemed to have been entered into in the State of Texas, and
its interpretation, construction, and the remedies for its enforcement or breach
are to be applied pursuant to and in accordance with the laws of the State of
Texas.
11.6. Waiver
No waiver of any right under this Agreement shall be deemed effective unless
contained in writing and signed by the party charged with such waiver, and no
waiver of any right shall be deemed to be a waiver of any future right or any
other right arising under this Agreement. All rights, remedies, undertakings,
obligations, and agreements contained in this Agreement shall be cumulative and
none of them shall be a limitation of any other remedy, right, undertaking,
obligation, or agreement.
11.7. Headings
Headings in this Agreement are included for ease of reference only and shall
have no legal effect.
11.8. Notice
Any notice, consent, or approval permitted or required under this Agreement
shall be in writing and shall be sent by registered or certified mail, postage
pre-paid, or by overnight courier, or by facsimile or telex (confirmed by mail),
to the addresses set forth below or to such other address in the United States
that the parties may hereafter specify:
If to Patent Laboratories:
If to Pharmaceutical:
with copy to:
with copy to:
All notices shall be deemed to be effective on the date of receipt.
11.9. Publicity
Neither party shall issue any press release or other publicity materials, or
make any presentation with respect to the existence of this Agreement or the
terms and conditions hereof without the prior written consent of the other
party, which consent shall not be unreasonably withheld. This restriction shall
not apply to disclosures required by law or regulation, including as may be
required in connection with any filings made with the Securities and Exchange
Commission or by the disclosure policies of a major Stock Exchange.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first written above.
PATENT LABORATORIES INC.
PHARMACEUTICAL CO.
By:
By:
Name:
Name:
Date
Date
Title:
Title: