Distribution Agreement - Network Healthcare Holdings Ltd. and Biopure Corp.
APPOINTMENT OF NETWORK HEALTHCARE
HOLDINGS LIMITED (NETCARE)
AS THE SOLE DISTRIBUTOR WITH THE EXCLUSIVE RIGHTS
OF BIOPURE PRODUCT FOR SOUTH AFRICA
(hereinafter referred to as "the TERRITORY")
1 NETWORK HEALTHCARE HOLDINGS LIMITED (hereinafter referred to as
NETCARE) is hereby appointed as the sole distributor with exclusive
rights to purchase for re-sale in South Africa (hereinafter referred
to as "the TERRITORY"), the PRODUCT known as Hemopure (hereinafter
referred to as the "PRODUCT"). The parties may consider from time to
time increasing the TERRITORY by adding other countries (by agreement
in writing from time to time) in Africa and the Middle East to the
TERRITORY.
2 The parties to the Agreement shall be NETCARE, a public company duly
listed on the Johannesburg Stock Exchange, full and further details
whereof as well as details of its associated or subsidiary companies,
are as contained in the pack of documents which have been furnished by
NETCARE to BIOPURE.
3 In carrying out its mandate, NETCARE may act itself or through the
vehicle of a subsidiary trading company acceptable to BIOPURE;
provided that NETCARE shall cause the subsidiary to comply with the
Agreement and remain responsible for all of its obligations hereunder.
4 The period during which the exclusive rights granted in clause 1 of
this Agreement shall remain in force, shall be a minimum period of 5
(FIVE) years effective from the date that the PRODUCT is approved by
all necessary governmental action for sale in South Africa, subject to
early termination by either party during the period as provided for in
clauses 5 and 16.
The appointment of NETCARE as distributor in clause 1 shall become
non-exclusive if product licensure in South Africa for HEMOPURE has
not been obtained on or prior to March 31, 2001.
This Agreement shall in any event terminate automatically if product
licensure in South Africa for HEMOPURE has not been obtained on or
prior to December 31, 2001.
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5 Based on purchase orders received, PRODUCT shall be sent by BIOPURE to
NETCARE at addresses to be nominated for sale of the PRODUCT at prices
to be negotiated and fixed, between the parties from time to time.
Prices shall be a discount from BIOPURE'S list price as in effect from
time to time for Hemopure. NETCARE shall be responsible for all
shipping, handling, insurance, import duties, and clearance costs
relating to the PRODUCT orders. It is understood that HEMOPURE has not
been approved for sale in any jurisdiction and that no list price
exists as at the date of signature hereof. Either party may terminate
this Agreement in the event that pricing feasible to it cannot be
agreed upon, and neither party shall have any claim against the other
arising out of such termination.
6 BIOPURE warrants the availability of not be less than 5 000 (Five
Thousand) 30gram units per annum. The warranted availability of the
PRODUCT may increase at such time as BIOPURE'S annual capacity exceeds
100,000 - 30gram units. The parties will agree on annual marketing
plans, including minimum sales quantities and marketing activities, by
quarter on or before 30 days prior to each anniversary of the
effectiveness of the distributorship grant in clause 1.
7 Ownership in the PRODUCT shall pass when invoiced PRODUCT leaves
BIOPURE'S facility, with payment becoming due upon receipt of shipping
documents, unless other terms for payment are agreed between the
parties from time to time.
8 Payment for PRODUCT shall be made by NETCARE to BIOPURE at BIOPURE'S
nominated banking institution in the United States of America and in
the currency of United States Dollars.
9 NETCARE undertakes unto and in favour of BIOPURE that it shall, in
accordance with and to the extent prescribed in the strategy for
distribution and education set by BIOPURE:-
9.1 promote and extend sales of BIOPURE PRODUCT within the
TERRITORY to all potential purchasers who have been trained
in the use of the PRODUCT, and work diligently in order to
obtain orders therefor (but only for such use(s) as are set
forth on the PRODUCT label), through personal visits to
prospective purchasers as well as by correspondence with such
purchasers;
9.2 advertise and distribute printed matter, subject to the prior
approval in writing in all cases of BIOPURE as to form,
manner, extent and wording of such advertising material
distributed;
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9.3 not directly or indirectly market or sell or represent
competing products within the TERRITORY;
9.4 not to sell PRODUCT directly or indirectly outside of the
TERRITORY, and conversely, except as contemplated by clause
14.5. BIOPURE shall be obliged to refer all enquiries
relating to the PRODUCT within the TERRITORY to NETCARE, and
to effect all sales of the PRODUCT in the TERRITORY through
NETCARE.
9.5 to refer all enquiries relating to the PRODUCT outside the
TERRITORY received by NETCARE to BIOPURE.
10 NETCARE shall clearly indicate in all dealings relating to the sale of
the PRODUCT, that it acts as principal and not as agent for and on
behalf of BIOPURE. NETCARE shall further not incur liability on behalf
of BIOPURE or in any way pledge or purport to pledge BIOPURE'S credit
or enter into any contracts that may be binding upon BIOPURE without
BIOPURE first approving the terms thereof.
11 BIOPURE will indemnify and hold NETCARE harmless in respect of any
PRODUCT claims that may be instituted against NETCARE arising out of
the defective manufacture of the PRODUCT.
12 BIOPURE'S list price for the PRODUCT shall serve as a guide for the
convenience of NETCARE who may reduce such prices at its discretion.
13 NETCARE undertakes:-
13.1 to safeguard BIOPURE'S commercial intellectual property
rights and to immediately bring to BIOPURE'S attention any
wrongful use within the TERRITORY of patent, trade mark,
emblems, designs or such similar rights which come to
NETCARE'S notice.
13.2 to pass all useful information received by NETCARE which is
likely to be of interest or benefit to BIOPURE, relating to
the marketing of the PRODUCT within the TERRITORY, onto
BIOPURE, and further undertakes at BIOPURE'S cost, to use its
best endeavours in order to obtain the registration and
approval of the PRODUCT in South Africa with the Medicines
Control Council.
13.3 At a reasonable cost to be agreed upon with BIOPURE and to
the extent outside the scope of customary duties of a
distributor of pharmaceutical products:-
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13.3.1 to use its best endeavours within the
TERRITORY to assist BIOPURE with trials, and
the collection of data in order to assist
BIOPURE in obtaining US FDA approval and
registration of the PRODUCT;
13.3.2 to enter into a detailed programme if
requested by BIOPURE relating to clinical
trials to be carried out in South Africa on
the PRODUCT.
13.4 to be responsible for post marketing surveillance of PRODUCT
sold by it and for all warehouse and lot control and other
procedures and documentation required by BIOPURE or South
African governmental bodies and for adverse event reporting
requirements imposed on BIOPURE in any jurisdiction,
including the US FDA;
13.5 to keep accounts and records of enquiries, transactions and
proceedings relating to the distribution of the PRODUCT
within the TERRITORY, including lot numbers for all sales,
and furnish BIOPURE or its nominee with full access to its
books and records. NETCARE shall from time to time, but not
less often than quarterly and upon request of BIOPURE, supply
BIOPURE with reports and returns relating to the
distributorship in respect of such matters as may reasonably
be required by BIOPURE;
13.6 not to cede or assign any of its rights or obligations in
terms of the Agreement entered into with BIOPURE to
sub-agents that may be appointed within the TERRITORY without
the written consent of BIOPURE as to the identity of the
assignee and the terms of the assignment;
13.7 not to tamper with markings, alter, obscure or remove the
source of origin of the PRODUCT which may be placed on the
PRODUCT by BIOPURE;
13.8 to maintain adequate stock of PRODUCT for the supply to
purchasers of the PRODUCT.
14 In terms of the Agreement, BIOPURE undertakes so long as the
distributorship granted in clause 1 is in effect:-
14.1 not to sell the PRODUCT to any other entity within the
TERRITORY with a view to re-sale of the PRODUCT within the
TERRITORY.
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14.2 to supply such quantities of technical pamphlets, catalogues,
advertising material and any other promotional material
within its possession with a view to promoting the sale of
the PRODUCT within the TERRITORY, as BIOPURE in its
discretion deems necessary;
14.3 to send representatives of BIOPURE to NETCARE at its own
cost, for purposes of promoting the sale of its PRODUCT, at
such times and in such numbers as BIOPURE shall deem
necessary, acting in its discretion;
14.4 to provide courses for instruction relating to administration
of the PRODUCT and to make itself available to Doctors and
Specialists in order to demonstrate the PRODUCT. Such courses
shall be provided in the Republic of South Africa at the
discretion of and with such frequency as shall be determined
by BIOPURE with the expense of such courses being carried by
BIOPURE.
14.5 that in the event of BIOPURE dealing directly with customers
for the sale of the PRODUCT for ultimate delivery of the
PRODUCT within the TERRITORY, and for use in the TERRITORY,
NETCARE shall be entitled to be paid a reasonable commission
(not less than the net profit NETCARE would have earned had
it sold the PRODUCT); provided that BIOPURE shall not pay
commissions for "parallel imports" not under BIOPURE'S
direction or control.
14.6 At or prior to the effectiveness of the exclusive
distributorship granted herein, to cancel any Distribution
Agreements with any party other than NETCARE in the TERRITORY
that may conflict with the terms of this Agreement.
15 Upon termination of the Agreement from any cause-
15.1 NETCARE shall undertake to either dispose of or in such other
manner as BIOPURE may direct, deal with samples, technical
pamphlets, advertising material etc;
15.2 NETCARE shall be entitled to offer for sale to BIOPURE at a
price equal to that paid by NETCARE together with cost of
carriage, insurance duties etc., all PRODUCT purchased by
NETCARE for re-sale, and BIOPURE shall be obliged to
re-purchase such PRODUCT;
15.3 In the event that NETCARE is a registrant for the PRODUCT in
South Africa, such registration shall be given up effective
on BIOPURE'S designation of
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a substitute registrant, and NETCARE will execute and deliver
all instruments and documents reasonably requested by BIOPURE
or the substitute registrant to effect transfer of the
registration and/or applications for registration in existence
at the time. Should NETCARE fail to sign any such documents
within seven days of request therefore, NETCARE hereby
irrevocably nominates, constitute and appoints any officer of
BIOPURE, with power of substitution , as its attorney and
agent, for purposes of giving effect to the aforegoing.
16 TERMINATION
16.1 This Agreement may be terminated as follows:-
16.1.1 NETCARE may terminate this Agreement upon 90 (Ninety)
days notice of cancellation;
16.1.2 Either party to this Agreement may, by notice
to the other party, terminate this Agreement
in the event that the other party :-
16.1.2.1 shall have committed any
material breach of any
provision of this Agreement
and shall not have remedied
the same within 30 (Thirty)
days after its receipt of
notice of such breach, or
16.1.2.2 shall have commenced voluntary
insolvency, bankruptcy,
reorganization, liquidation,
or receivership proceedings or
shall not have obtained a
dismissal of any involuntary
insolvency, bankruptcy,
reorganization, liquidation or
receivership proceedings
commenced against it within 60
(Sixty) days after the
commencement of any such
proceedings.
16.1.3 BIOPURE may terminate this Agreement if-
16.1.3.1 in BIOPURE'S judgement the
PRODUCT should not be offered
in the TERRITORY or any
portion thereof for any
reason, including but not
limited to safety or usage
experience in the TERRITORY or
any portion thereof;
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16.1.3.2 there is a failure to meet the
marketing plan for three
consecutive quarters.
16.2 Upon termination of this Agreement (unless such termination
does not apply to all countries within the TERRITORY at the
time) NETCARE shall immediately destroy or return to BIOPURE
all such materials in its possession or control containing
confidential information, except that NETCARE shall retain and
from time to time furnish to BIOPURE any data requested by
BIOPURE for regulatory or reporting purposs. BIOPURE shall
have exclusive ownership rights, including without limitation
the right to review, access and use, either directly or
indirectly or by cross-reference or incorporation or
otherwise, all information, data, investigations, preclinical
and clinical protocols (including without limitation,
information relating to laboratory, animal and human studies),
and related regulatory approvals pertaining to the PRODUCT
possessed or controlled by NETCARE or any of its affiliates,
or which NETCARE or any of its affiliates has a right to
review, access or use, and NETCARE agrees to execute and
deliver to BIOPURE any documents or instruments reasonably
requested by BIOPURE in this regard. Further, upon
termination, BIOPURE shall have exclusive ownership rights to
all trademarks, trade names and other marketing intangibles
relating to the PRODUCT, including registrations relating
thereto, owned, possessed or controlled by NETCARE or any
affiliate of NETCARE and NETCARE agrees to execute and deliver
to BIOPURE any documents or instruments requested by BIOPURE
in this regard.
16.2.1 Should NETCARE fail to perform its obligations
in terms of this clause, within a reasonable
period of time having been called upon so to
act, NETCARE hereby irrevocably nominates,
constitutes and appoints any officer of
BIOPURE with power of substitution, as its
attorney and agent for purposes of giving
effect to aforegoing.
16.3 The termination of the Agreement shall be without prejudice
to any obligation of either party accrued prior thereto or to
other available remedies, and any amounts due from NETCARE to
BIOPURE shall be paid within 30 (thirty) days thereafter.
16.4 Failure on the part of either party to notify the other of a
breach of this Agreement or either party to terminate the
rights granted hereunder because of such breach, shall not
constitute a condonation of the breach or a waiver of the
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right of either party to terminate the Agreement in
accordance with provisions herein contained.
17 In order to distribute the PRODUCT, NETCARE shall be entitled to
appoint and employ agents within the TERRITORY only with the prior
written approval of BIOPURE of the terms of any distribution
agreement, (which shall contain customary representations and
covenants of the agent or distributor) and the identity of the agent
or distributor and provided that no such appointment shall relieve
NETCARE of any of its obligations hereunder.
18 SETTLEMENT OF DISPUTES
18.1 Should any dispute/s or difference/s whatsoever arise at any
time between the parties concerning this Agreement, or its
construction or effect or as to the rights, duties and/or
liabilities of them or any of them under or by virtue of this
Agreement, the parties concerned will meet with each other as
soon as is reasonably possible in a bona fide effort to
resolve their dispute/s or difference/s without the necessity
of declaring a dispute to exist between them;
18.2 Should the meeting referred to in clause 19.1 above either
not take place within a reasonable time, or, having taken
place should the dispute/s or difference/s between the
parties not be resolved and still exist, then and in either
of those events, either of the parties concerned may :-
18.2.1 declare a dispute by delivery of the details of
the dispute to the other party, and
18.2.2 request that the dispute be referred by the
parties to arbitration in accordance with the
1996 Arbitration Act and resolved further and in
accordance with the rules of the London Court of
International Arbitration, it being understood
that the arbitration shall be held in London
unless otherwise agreed to and be completed as
soon as possible.
18.3 There shall be one arbitrator who shall be, if the question
in issue is:-
18.3.1 primarily an accounting matter, an independent
chartered accountant; or
18.3.2 primarily a legal matter, a practising senior
counsel; or
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18.3.3 primarily a medical matter, a suitably qualified
person; and
18.3.4 any other matter, a suitably qualified person
18.4 The appointment of the arbitrator shall be agreed mutually
between the parties, but failing agreement between them
within a period of 14 days after the arbitration has been
demanded, either of the parties shall be entitled to request
the Commissioner for the time being of the London Court of
International Arbitration to make the appointment who, in
making his/her appointment, shall have regard to the nature
of the dispute.
18.5 The arbitrator shall have the powers conferred upon an
arbitrator under the 1996 Arbitration Act as amended or
re-enacted in some other form from time to time, but shall be
entitled to decide on such procedures as he/she may consider
desirable for the expedient determination of the dispute, and
in particular he/she shall have the sole and absolute
discretion to determine whether and to what extent it shall
be necessary to file pleadings, make discovery of documents
or hear oral evidence.
19 DOMICILIA
19.1 The parties choose as their domicilium citandi et executandi
their respective addresses as set out in this clause for all
purposes arising out of or in connection with this Agreement
at which addresses all processes and notices arising out of
or in connection with this Agreement, its breach or
termination may validly be served upon or delivered to the
parties.
19.2 For the purposes of this Agreement, the parties' respective
addresses shall be:
19.2.1 NETCARE:
Sanlam Park South
9 Fredman Drive
Sandton
19.2.2 BIOPURE:
11 Hurley Street
Cambridge, MA 02141
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or such other address, not being a post office box or poste
restante, of which the party concerned may notify the others
in writing.
19.3 Any notice given in terms of this Agreement shall be in
writing and shall -
19.3.1 if delivered by hand be deemed to have been duly
received by the addressee on the date of
delivery;
19.3.2 if transmitted by telex or facsimile be deemed
to have been received by the addressee 1 (One)
day after dispatch;
unless the contrary is proved.
19.4 Notwithstanding anything to the contrary contained in this
Agreement, a written notice or communication actually received
by one of the parties from another including by way of telex
or facsimile transmission shall be adequate written notice or
communication to such party
20 NON-WAIVER
No waiver by any/either of the parties of any of their rights arising
out of or under this Agreement shall prevent that party from relying
upon strict compliance by the other party hereto with all of its
obligations arising out of or under this Agreement upon that/or any
subsequent or future occasion.
21 WHOLE AGREEMENT
This is the whole agreement between the parties who/which acknowledge
that they have not been induced to enter into this Agreement by any
representations or warranties other than those set out or contained
herein. No alteration, amendment, variation or consensual termination
of this Agreement shall be of any force or effect unless reduced to
writing and signed by the parties hereto.
22 FORCE MAJEURE
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A party is not liable for a failure to perform any of its obligations
in so far as it proves:
22.1 that the failure was due to an impediment beyond its control,
Acts of God, or refusal by any government authority to permit
either party to provide its services or limit either party
from carrying out its obligations;
22.2 that it could not reasonably be expected to have taken the
impediment and its effects upon the party's ability to perform
into account at the time of the contract;
22.3 that it could not reasonably have avoided or overcome their
impediment or at least its effects;
22.4 an impediment in subclause 22.3 may result from events such
as the following, this enumeration not being exhaustive:
22.4.1 war, whether declared or not, civil war, civil
violence, riots and acts of sabotage;
22.4.2 natural disasters;
22.4.3 explosions, fires, destruction of machines and of
any kind of installations;
22.4.4 boycotts, strikes and lock-outs of all kinds,
go-slows, occupation of buildings and premises.
23 GOOD FAITH
The parties shall have a duty of utmost good faith towards one another
in the performance of their duties in terms of this agreement, and shall
give one another every co-operation reasonably necessary for purposes of
promoting the interests of each other.
24 APPLICABLE LAW AND JURISDICTION
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Save as may otherwise be provided in this Agreement, this Agreement
shall be governed and interpreted in accordance with the Laws of the
Republic of South Africa.
25 CONFIDENTIAL INFORMATION
All information previously acquired or acquired by NETCARE (such term
for purposes of this clause 29 to include all affiliates of NETCARE) or
any affiliate thereof, during the term of this Agreement, relating
directly or indirectly to the present or potential business,
operations, corporate or financial situation of BIOPURE, or to
know-how, improvements, patents, data, test results, techniques,
processes, procedures, raw materials, dealer, supplier and customer
lists, capitalization and financial information is confidential and
shall be held in trust by NETCARE for the exclusive benefit of BIOPURE.
NETCARE and its affiliates shall not use such information except for
appropriate purposes under this Agreement. Confidential information
shall be immediately returned to BIOPURE upon its request, along with
any copies, reproductions, digests, abstracts or the like of all or any
part thereof in the possession or under the control of NETCARE or any
of its affiliates and any computer entries or the like relating thereto
shall be destroyed. The obligation of non-disclosure and non-use herein
shall survive termination of this Agreement. This clause 29 shall not
apply with respect to any portion of BIOPURE'S information that :-
25.1 was already in NETCARE'S possession at the time of receipt by
NETCARE, as evidenced by written documents predating the date
of this Agreement;
25.2 is public knowledge at the time of its disclosure to NETCARE
by BIOPURE, or becomes public knowledge after its disclosure
to NETCARE by BIOPURE, through no act or omission by NETCARE
or on NETCARE'S behalf;
25.3 is lawfully disclosed or made available to NETCARE by a third
party having no obligation to BIOPURE to maintain the
confidentiality of such information; or
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25.4 is required by law, regulation, rule, act or order of any
governmental authority or agency to be disclosed by NETCARE
(but only to the extent so required) and following reasonable
written notice by NETCARE to BIOPURE of the requirement prior
to disclosure.
26 Each party shall bear its own costs of and incidental to the drafting,
negotiating and conclusion of this Agreement.
27 REPRESENTATIONS AND WARRANTIES OF NETCARE
27.1 NETCARE has full right, power and capacity to execute, deliver
and perform this Agreement and all corporate action necessary
to authorize the execution, delivery and performance by
NETCARE of this Agreement has been duly taken. This Agreement
constitutes a valid and binding agreement of NETCARE.
27.2 The execution , delivery and performance by NETCARE of this
Agreement will not violate, conflict with, or constitute a
default under NETCARE'S charter or other constitutional
documents or terms and provisions of any material agreement,
license, trust, indenture, mortgage, instrument or restriction
to which NETCARE is a party or by judgment, decree, order,
writ or injunction applicable to NETCARE or any of its assets
or property. No joint venture, partnership or research
agreement does or will impair the ability of NETCARE to enter
into and be bound by this Agreement or to consummate the
transactions contemplated thereby.
27.3 Interest in Competitors. Neither NETCARE nor any of its
subsidiaries nor, to the best of NETCARE'S knowledge after due
investigation, any of its executive officers or directors, has
any interest, either by way of contract or by way of
investment (other than as holder of not more than 5% of the
outstanding capital stock of a publicly traded entity) or
otherwise, directly or indirectly in any entity that is
conducting research or development with respect to any oxygen
therapeutic product.
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THUS DONE and SIGNED at _____________________________ on the ____________ day of
2000 in the presence of the undersigned witnesses.
AS WITNESSES:
1. ___________________________________
2. ___________________________________
_____________________________
FOR: NETCARE
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THUS DONE and SIGNED at ___________________________ on the _____________ day
of 2000 in the presence of the undersigned witnesses.
AS WITNESSES:
1 __________________________________
2 __________________________________
_______________________________
FOR: BIOPURE
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ADDENDUM TO AGREEMENT ENTERED INTO BY
AND BETWEEN
NETWORK HEALTHCARE HOLDINGS LIMITED and
BIOPURE LIMITED dated 29th June 2000
WHEREAS: NETCARE and BIOPURE have concluded an Agreement ("the Agreement") with
each other in terms whereof NETCARE have been appointed the sole Distributor
with exclusive rights of BIOPURE PRODUCT for South Africa ("the Territory"); and
WHEREAS: In terms of clauses 13.2 and 13.3 of the AGREEMENT, NETCARE has
undertaken unto and in favour of BIOPURE to use its best endeavours to assist
BIOPURE in obtaining registration of the PRODUCT in South Africa.
In order to facilitate registration of the PRODUCT, NETCARE has entered into a
Joint Venture Agreement with Malesela Holdings Limited (MALESELA), in terms
whereof NETCARE and MALESELA have registered a company Basfour 2170 (Pty)
Limited, Registration Number 2000/012141/07 (BASFOUR) and in which Company both
NETCARE and MALESELA are joint shareholders.
In terms of a written Agreement of Cession annexed hereto, BASFOUR have taken
Cession of NETCARE'S rights and obligations as provided for in the Agreement.
Notwithstanding the Cession afore referred to, NETCARE binds itself as surety
and co-principal debtor unto and in favour of BIOPURE and indemnifies and holds
harmless BIOPURE in respect of any action of any nature whatsoever that may be
instituted by BIOPURE as against BASFOUR, and undertakes to remain liable and
responsible for and to ensure performance by BASFOUR of its obligations as
contained in the Agreement.
BASFOUR Limited has used and shall continue to use its best endeavours to assist
BIOPURE in obtaining registration of the PRODUCT. In so doing, BASFOUR shall
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enter into detailed programmes at substantial cost and effort to BASFOUR
relating to the registration of the PRODUCT being carried out in South Africa.
In addition to BIOPURE making payment to BASFOUR in respect of disbursement and
agreed fees to be charged by BASFOUR to BIOPURE arising out endeavours made to
register the PRODUCT and as more fully referred to in paragraph 13.3 of the
Agreement, BIOPURE further agrees:-
(i) to extend the definition of "Territory" in the Agreement to include all
countries on the continent of Africa with the exception of Egypt;
(ii) that the definition of "Product" in the Agreement shall be extended to
include Oxyglobin (Hemoglobin Glutamer 200 (Bovine);
(iii) BIOPURE consents to the Cession entered into by and between Netcare as
Cedent and BASFOUR as Cessionary.
The remaining terms and conditions of the Agreement shall remain of full force
and effect.
THUS DONE and SIGNED at ___________________________ on the ______________ day
of 2000 in the presence of the undersigned witnesses.
AS WITNESSES:
1. ___________________________
2. ___________________________
__________________________________
FOR: NETCARE
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THUS DONE and SIGNED at ______________________________ on the ___________ day
of 2000 in the presence of the undersigned witnesses.
AS WITNESSES:
1. ___________________________
2. ___________________________
_________________________________
FOR: BIOPURE