Custom Synthesis Agreement - Steritech Inc.
[[*] LOGO]
[*]
[*]
[*]
[*]
[*]
CUSTOM SYNTHESIS AGREEMENT
CUSTOMER Steritech, Concord, USA.
PROCESS Production of S-59.
The following are the general terms and conditions covering the above
conversion:
1. All work is undertaken under Confidentiality Agreement.
2. All work will be carried out in accordance with GMP.
3. Except as expressly stated process details will be supplied by
Steritech and [*] do not guarantee yields or quality of product
produced save to the extent that yields or quality are substantially
affected by the negligence or wilful misconduct of [*] personnel.
4. The project supervisors who are authorised to contract the work and to
whom all reports should be furnished are:
Steritech : Dr Susan Wollowitz
[*] : [*]
5. Written reports will be furnished to Steritech in a manner and
timescale agreed between the project supervisors.
6. [*] will undertake to :
a. convert two batches of a minimum of [*] each of [*] to
S-59 in a campaign using a combination of our multi-purpose
glass lined plant and out [*] pilot plant,
b. provide analytical support for the production campaign at
[*],
C. isolate and handle the final product in a controlled
environment,
d. clean down the plant after the second batch of S-59 and after
each recrystallisation.
7. Steritech are responsible for supplying [*] of [*] of the
required quality to [*] before 1 April 1996. The minimum batch
size which can be processed by [*] is [*] of [*] per batch.
Should the campaign not take place due to non availability or non
suitability of starting material at the reserved time and [*] is
unable to fill the production slot, Steritech will be responsible for
the charges under this proposal.
8. Steritech, by virtue of contracting this work, will own all
intellectual property generated directly from the work and [*]
will co-operate in any reasonable manner in transferring the
intellectual property to Steritech. [*] will charge Steritech at
standard rates for all time expended on this work.
*[Confidential Treatment Requested]
<PAGE> 2
[ [*] LOGO]
[*]
[*]
[*]
[*]
[*]
Page 2
9. [*] will carry out the testing of the final product in accordance
with TS295 (copy appended)
10. The costs for the work to be undertaken under this project will be as
follows: 10.1 Conversion Cost [*]
10.2 Chemist Time
Any development work requested will be charged at the following rates:
Senior Chemist [*] per week
Development Chemist [*] per week
10.3 Materials and Other
Materials and outside analytical services, which will only be
contracted from [*] approved vendors, will be charged at cost to
[*] plus 10% to cover administration. Any other out of pocket
expenses will be charged at cost.
10.4 Invoicing
Work will only be undertaken on receipt of a written purchase order
from Steritech. Invoices will be raised at the end of the production
campaign and will be due for payment within 30 days from date of
invoice by way of transfer of funds to a bank account nominated on the
invoice. Charges will be supported by appropriate documentation which
will be available on request for inspection at [*]'s premises.
[*]
-----------------
[*]
Finance Director
Accepted for and on behalf of Steritech Inc.:
/S/[SIG] Steven T. Isaacs 3/14/96
----------------- ----------------- -----------------
Signature Print Name Date
*[Confidential Treatment Requested]